We Agreed on the Shanghai Courts But Not Which One: A Spanish Claimant and Article 277

Delta Law Expat Services Desk　｜　Shanghai High People's Court 上海市高级人民法院, typical case batch released 2026-03-31

本页案例引自官方公开发布，非本所承办案件展示。This case is drawn from an official public release and is not a showcase of matters handled by this firm. Sections 3 and 4 below are this firm's commentary and are marked as such.

Case index 案例索引

Case name 案例名称：安某诉香港尔某航空公司企业承包经营合同纠纷管辖权异议案 (jurisdictional objection in a contracting operation dispute between an individual and a Hong Kong aviation company)
Case number 案例编号：上海市高级人民法院《涉外、涉港澳台商事海事审判典型案例（2023—2025）》案例七，2026 年 3 月 31 日发布，本次发布 15 件
Effective judgment 生效裁判：官方发布文本未载明案号；官方载明由上海国际商事法庭指定管辖
Keywords 关键词：官方发布文本未单设关键词栏；官方案例标题载明「尊重协议管辖意思自治依法确定具体管辖法院」
Provisions cited officially 官方载明的相关法条：官方裁判理由引用《中华人民共和国民事诉讼法》第二百七十七条、第二百七十六条
Why this case 为什么选它：『合同里写的是争议归上海法院管，可上海有十几家法院——到底去哪一家？』这句话几乎出现在每一份中外合同的争议解决条款里，而它的后果直到起诉那天才显形。

1. The facts as officially published 基本案情

Source note 依据：本节中文原文逐字引自上海市高级人民法院官方发布的该批典型案例文本，英文为本所非官方意译；载体页与来源等级说明见文末出处。事实未作改动。

上海高院涉外、涉港澳台商事海事审判典型案例（2023—2025）案例七【基本案情】原文照录
安某为西班牙王国公民，尔某航空公司为注册于中国香港特别行政区的企业。双方签订《独立承包商协议》，约定尔某航空公司聘用安某向其合作方提供航班运营、地面学校教官等“单价协议服务”。后协议履行发生争议，安某向上海市A区人民法院（简称A区法院）提起诉讼。A区法院受理本案后，尔某航空公司提交管辖权异议申请，认为双方仅约定由“上海法院”管辖，未约定具体的管辖法院，A区法院受理本案不符合法定管辖规则，应由尔某航空公司全资子公司注册地上海市B区人民法院（简称B区法院）作为与本案联系更为密切的法院受理本案。A区法院支持了尔某航空公司的管辖权异议，裁定将本案移送至B区法院。B区法院认为本案移送不当，报请上级法院指定管辖。
The claimant is a national of the Kingdom of Spain; the respondent aviation company is registered in the Hong Kong Special Administrative Region. They signed an independent contractor agreement under which the company engaged the claimant to supply flight operations and ground school instruction services to its partners on a unit-price basis. A dispute arose over performance and the claimant sued in a Shanghai district court, referred to in the official text as District A. After the case was accepted the company objected to jurisdiction, arguing that the parties had agreed only on the courts of Shanghai without naming a specific court, that acceptance by the District A court did not accord with the statutory rules, and that the District B court, where the company's wholly-owned subsidiary was registered, was more closely connected. The District A court upheld the objection and transferred the case to District B. The District B court considered the transfer improper and reported the matter upward for designation of jurisdiction.
Unofficial translation; the Chinese text as officially published prevails.

Note what the clause actually said and did not say. It picked a city. It did not pick a court. In a domestic contract that gap is usually resolved without much difficulty; in a foreign-related contract it produced an objection, a transfer, a refusal to accept the transfer, and a reference upward — all before anyone addressed the money.

Note also who raised the objection. The party that had agreed to the Shanghai courts used the imprecision of its own clause to move the case. That is the ordinary commercial use of such a defect: not to escape China, but to shift the forum to somewhere more convenient for the objector. A foreign claimant should expect it.

2. The official holding 裁判要旨（官方原文）

同案【裁判理由】节选原文照录
首先，根据《中华人民共和国民事诉讼法》（简称《民事诉讼法》）第二百七十七条规定，涉外民事纠纷的当事人在书面协议中选择人民法院管辖的，即已满足协议管辖的确定性要求，并不要求当事人明确至特定法院。故案涉管辖协议合法有效，人民法院对本案具有管辖权。其次，具体管辖法院的确定，应当在尊重当事人意思自治的前提下，依照《民事诉讼法》及司法解释规定的管辖规则进行审查。在当事人协议选择人民法院管辖的意思表示明确的前提下，应给予当事人通过补充协商确定具体管辖法院的机会，以最大程度尊重当事人的意思自治。
First, under article 277, where parties to a foreign-related civil dispute choose the people's courts in a written agreement, the certainty requirement for a jurisdiction agreement is met; the parties are not required to name a specific court. The agreement was therefore lawful and valid and the people's courts had jurisdiction. Second, the specific court is determined by applying the statutory and interpretive rules on jurisdiction while respecting party autonomy; where the intention to choose the people's courts is clear, the parties should be given an opportunity to agree the specific court by supplementary negotiation.
Unofficial translation; the Chinese text as officially published prevails.

同案【裁判理由】末段与【典型意义】节选原文照录
如当事人协商不成，则应依照《民事诉讼法》等法律及司法解释中关于级别管辖、地域管辖、专门管辖的规定，结合案件中与管辖有关的事实要素确定具体管辖法院。本案中，当事人无法就具体管辖法院协商一致，由A区法院管辖并不符合法律及司法解释中合同签订地、合同履行地等管辖规则，而由B区法院管辖符合《民事诉讼法》第二百七十六条中可供扣押财产所在地的管辖规则。据此，裁定由B区法院管辖本案。
本案准确解释《民事诉讼法》第二百七十七条规定，在最大化尊重当事人意思自治的前提下，依法确认了涉外管辖协议的效力并及时明确了具体管辖法院，具有重要示范意义。
If the parties cannot agree, the specific court is determined under the rules on hierarchical, territorial and exclusive jurisdiction together with the jurisdiction-relevant facts. Here the parties could not agree; the District A court did not fit the rules on the place of contracting or performance, while the District B court fitted the head in article 276 concerning the place of attachable property. Jurisdiction was accordingly designated to the District B court. The published note records the ruling as an accurate interpretation of article 277 that upheld the foreign-related jurisdiction agreement while promptly identifying the specific court.
Unofficial translation; the Chinese text as officially published prevails.

The reasoning gives a three-step order that is easy to apply. Is the agreement valid? Yes, a city is enough. Can the parties agree on the court? They get a chance to. If not, which statutory head fits the facts? Here, attachable property. A foreign party negotiating after a dispute has started should recognise that the second step is a real opportunity, and that letting it pass hands the answer to the third step.

Two further practical notes for foreign parties. First, on timing: an interlocutory fight over which court hears the case consumes months before the merits begin. If the clause is loose and the counterparty is likely to object, consider proposing the specific court in writing as soon as the dispute crystallises — the reasoning above treats supplementary negotiation as a real step, and a documented proposal that the other side ignored is worth having.

Second, on drafting the wider clause. A jurisdiction clause sits alongside the governing law clause, the language clause and the service clause, and the four should be drafted together. A clause naming one court but no governing law, or naming a court but no address for service on a party outside China, simply moves the argument to a different interlocutory stage. Where an independent contractor arrangement is involved, the language of the services description matters too: how the work is characterised affects which cause of action, and sometimes which chamber, the case belongs to.

One last point on evidence. Because the connecting facts decide the venue where the parties cannot agree, those facts are worth pinning down at the contracting stage rather than reconstructing later: where the agreement was signed, where the services were actually delivered, and what property the counterparty holds in China. A signature page that records the place of signing, and an invoice trail that shows where performance happened, are cheap documents that answer expensive questions.

3. Practical guidance 律师实务提示

本节为本所 Expat Services Desk 的解读，不属于官方发布内容。This section is this firm's commentary and is not part of the official release.

Practical guidance 律师实务提示

Draft to the court, not to the city. Since 《中华人民共和国民事诉讼法》第二百七十七条 — the provision the official reasoning applied — treats a choice of the people's courts as certain enough, a loose clause survives; it just does not tell you where to file. Two sentences fix it: name one court by its full title, and add a fallback naming a second court in case the first lacks hierarchical competence. That costs nothing at signature and removes an entire interlocutory fight.

Do not sleep on the objection, and do not over-use it. 《中华人民共和国民事诉讼法》第一百三十条第二款 provides that a party who raises no jurisdictional objection and defends on the merits or counterclaims is treated as accepting the court's jurisdiction, save where the rules on hierarchical or exclusive jurisdiction are breached. The objection window is the period for filing the defence. Equally, an objection that succeeds only in moving the case across town buys delay and costs, not advantage.

Check the exclusive heads before you rely on any clause. 《中华人民共和国民事诉讼法》第二百七十九条 places three categories under exclusive Chinese jurisdiction: disputes over the establishment, dissolution and liquidation of, and the validity of resolutions of, entities established in China; disputes over the validity of intellectual property granted after examination in China; and disputes over performance in China of Chinese-foreign equity joint venture, contractual joint venture and joint natural resource exploration contracts. That article is not mentioned in the official release and is raised here only as a current-rule check: no agreement moves those cases.

4. What this means in your situation 把要点落到你的处境

本节为本所解读，不属于官方发布内容；其中条文原文照录全国人大常委会官方页。This section is this firm's commentary; the statutory text below is quoted verbatim from the official page.

本页援引条文原文（照录《全国人民代表大会常务委员会关于修改〈中华人民共和国民事诉讼法〉的决定》官方文本）
第二百七十七条涉外民事纠纷的当事人书面协议选择人民法院管辖的，可以由人民法院管辖。
第一百三十条第二款当事人未提出管辖异议，并应诉答辩或者提出反诉的，视为受诉人民法院有管辖权，但违反级别管辖和专属管辖规定的除外。
Article 277: where parties to a foreign-related civil dispute choose the people's courts by written agreement, the people's courts may exercise jurisdiction. Article 130, second paragraph: where a party raises no objection to jurisdiction and defends on the merits or counterclaims, the court seised is deemed to have jurisdiction, except where the rules on hierarchical or exclusive jurisdiction are breached.
Unofficial translation; the Chinese text as officially published prevails.

What the official release holds	What it controls procedurally	What it means for you
A choice of the people's courts is certain enough	Validity of the clause	A loose clause is not a void clause; do not treat it as an escape route
Parties get a chance to agree the specific court	The window before the court decides	Come to that discussion with a preferred court and a reason
Failing agreement, statutory heads decide	Which court hears the case	Map the connecting facts early: contracting, performance, property
The place of attachable property fitted here	The head actually applied	Where your counterparty holds assets can decide the venue

Common misconceptions 常见误区

Misconception: a clause that names only a city is void for uncertainty.　In fact: the official 裁判理由 records that in 本案 such a clause 「即已满足协议管辖的确定性要求，并不要求当事人明确至特定法院」.
Misconception: the claimant's choice of court settles the matter.　In fact: the official 基本案情 records that in 该案 the first court 「支持了尔某航空公司的管辖权异议」 and transferred the case.
Misconception: a transfer order ends the argument.　In fact: the official 基本案情 records that 本案 the receiving court 「认为本案移送不当，报请上级法院指定管辖」.
Misconception: only the place of contracting or performance can ground jurisdiction.　In fact: the official 裁判理由 records that in 该案 the designated court fitted 「可供扣押财产所在地的管辖规则」.

We Agreed on the Shanghai Courts But Not Which One: A Spanish Claimant and Article 277

1. The facts as officially published 基本案情

2. The official holding 裁判要旨（官方原文）

3. Practical guidance 律师实务提示

4. What this means in your situation 把要点落到你的处境

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