Aloe Vera v Asianic: Enforcing Foreign Arbitration Award in Singapore

In Aloe Vera of America, Inc v Asianic Food (S) Pte Ltd and Chiew Chee Boon, the Singapore High Court addressed an appeal by Chiew Chee Boon against the enforcement of a foreign arbitration award issued in the USA. Aloe Vera of America, Inc. sought to enforce the award against Asianic Food (S) Pte Ltd and Chiew Chee Boon. Chiew objected to the enforcement, arguing the absence of an arbitration agreement between him and Aloe Vera and that the award exceeded the scope of the arbitration agreement. The High Court dismissed the appeal, finding that the enforcement process was mechanistic and that Chiew failed to establish grounds under the International Arbitration Act to refuse enforcement.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court enforces a foreign arbitration award against Asianic and its director, Chiew, addressing objections to the arbitration agreement's validity.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Aloe Vera of America, IncPlaintiffCorporationAppeal dismissedLost
Asianic Food (S) Pte LtdDefendantCorporationAppeal dismissedLost
Chiew Chee BoonDefendant, AppellantIndividualAppeal dismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Dinesh DhillonWong & Leow LLC
Rachel ChongWong & Leow LLC
Edwin LeeRajah & Tann
Kirindeep SinghRajah & Tann
Quentin Loh SCRajah & Tann

4. Facts

  1. Aloe Vera of America (AVA) entered into an Exclusive Supply, Distributorship and License Agreement with Asianic Food (S) Pte Ltd in 1998.
  2. Chiew Chee Boon signed the Agreement on behalf of Asianic.
  3. The Agreement contained an arbitration clause.
  4. Disputes arose, and AVA commenced arbitration proceedings against Asianic and Chiew.
  5. Chiew objected to being named a party to the arbitration, arguing he was not a party to the Agreement.
  6. The Arbitrator ruled that he had jurisdiction over Chiew.
  7. Chiew did not participate further in the arbitration proceedings.
  8. The Arbitrator issued an award against Asianic and Chiew.

5. Formal Citations

  1. Aloe Vera of America, Inc v Asianic Food (S) Pte Ltd and Another, OS 762/2004, RA 327/2005, [2006] SGHC 78

6. Timeline

DateEvent
Chiew became an independent distributor of Aloe Vera products.
Aloe Vera of America decided to close its Singapore office.
Exclusive Supply, Distributorship and License Agreement was entered into between Aloe Vera of America and Asianic.
Aloe Vera of America commenced arbitration proceedings.
International Centre for Dispute Resolution acknowledged receipt of Aloe Vera of America’s demand for arbitration.
International Centre for Dispute Resolution formally informed parties that Richard N Goldsmith had been appointed as arbitrator.
Sullivan Law Group sent a position statement to the Arbitrator objecting to the arbitration on behalf of Mr. Chiew.
The Arbitrator made a preliminary order finding that he had jurisdiction over Mr Chiew.
Sullivan Law Group stated that Mr Chiew disagreed with the Arbitrator’s order.
The Arbitrator conducted a hearing; Mr Chiew and Asianic did not attend.
The Arbitrator issued the Award.
Mr Chiew filed an originating summons in court seeking a declaration that he was not a party to the Agreement.
Aloe Vera of America took out originating summons to obtain leave to enforce the Final Arbitration Award.
An order was made against both defendants.
Mr Chiew applied to set aside the order.
Mr Chiew's application was dismissed.
Mr Chiew’s appeal against that decision is now before me.
Judgment reserved.

7. Legal Issues

  1. Enforcement of Foreign Arbitration Award
    • Outcome: The court held that the enforcement process was mechanistic and that the defendant failed to establish grounds under the International Arbitration Act to refuse enforcement.
    • Category: Substantive
    • Sub-Issues:
      • Validity of arbitration agreement
      • Scope of arbitration agreement
      • Public policy considerations
  2. Validity of Arbitration Agreement
    • Outcome: The court found that there was a contract between Asianic and AVA containing an arbitration clause, and that Chiew signed the agreement on behalf of Asianic.
    • Category: Substantive
    • Sub-Issues:
      • Party to agreement
      • Written agreement requirement
      • Application of Arizona law
  3. Alter Ego Doctrine
    • Outcome: The court found that the arbitrator was entitled to decide whether Chiew was the alter ego of Asianic, as this issue was within the scope of the submission to arbitration and was arbitrable.
    • Category: Substantive
    • Sub-Issues:
      • Piercing the corporate veil
      • Individual liability for corporate obligations

8. Remedies Sought

  1. Enforcement of Arbitration Award
  2. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Arbitration
  • Commercial Litigation

11. Industries

  • Manufacturing
  • Distribution

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Proctor v SchellenbergCourt of Appeal of ManitobaYes[2003] 2 WWR 621CanadaEndorsed the pragmatic approach towards definitions in the Convention and the Act to give effect to arbitral awards granted outside Singapore.
Christopher Brown Ld v Genossenschaft Oesterreichischer Waldbesitzer Holzwirtschaftsbetriebe Registrierte Genossenschaft mit beschränkter HaftungQueen's BenchNo[1954] 1 QB 8EnglandCited for the common law position that a plaintiff seeking to enforce an arbitration award had to prove the making of the contract which contained the submission to arbitration.
Svenska Petroleum Exploration v Government of the Republic of LithuaniaEnglish High CourtNo[2005] 1 Lloyd’s Rep 515EnglandIndicates that the English courts take the view that the supervisory court is the only one entitled to review the decisions of the arbitrator.
Peter Cremer GmbH & Co v Co-operative Molasses Traders LtdIrish Supreme CourtNo[1985] ILRM 564IrelandDiscusses whether an arbitration agreement existed and the court's role in determining its validity.
Javor v FrancoeurBritish Columbia Supreme CourtNo[2003] BCJ No 480CanadaCited to show that the Convention did not provide for the issue of enforcement orders of arbitration awards against a person who was not a party to the arbitration agreement.
Sarhank Group v Oracle CorporationUS Court of Appeals for the Second CircuitNo404 F 3d 657 (2nd Cir, 2005)USADiscusses whether a party had consented to arbitrate is an issue to be decided by the court in which enforcement of an award was sought.
American Bureau of Shipping v Tencara Shipyard SPAUS Court of AppealsNo170 F 3d 349 (2nd Cir, 1999)USAMentioned in the context of the Sarhank case, regarding the narrow scope of public policy grounds and the possibility of binding non-signatories to an arbitration agreement.
Hebei Import & Export Corp v Polytek Engineering Co LtdHong Kong Court of Final AppealYes[1999] 2 HKC 205Hong KongCited for the principle that courts should recognize the validity of decisions of foreign arbitral tribunals as a matter of comity, unless to do so would violate the most basic notions of morality and justice.
Dardana Ltd v Yukos Oil CoEnglish Court of AppealYes[2002] 2 Lloyd’s Rep 326EnglandSupports the idea that the enforcement process is a mechanistic one which does not require judicial investigation by the court of the jurisdiction in which enforcement is sought.
Svenska Petroleum Exploration AB v Government of the Republic of Lithuania & AB GeonaftaEnglish High CourtYes[2005] EWHC 2437 (Comm)EnglandDiscusses the issue of whether the Government was a party to the arbitration agreement had been determined by the arbitration tribunal in its interim award.
Newspeed International Ltd v Citus Trading Pte LtdHigh CourtNo[2003] 3 SLR 1SingaporeCited for the observation that a party faced with an arbitration award against him had two options – either to apply to the courts of the country where the award was made to set aside the award, or to wait until enforcement was sought and then attempt to establish a ground of opposition.
Re An Arbitration Between Hainan Machinery Import and Export Corporation and Donald & McArthy Pte LtdHigh CourtYes[1996] 1 SLR 34SingaporeAwards of foreign arbitration tribunals be given due deference and be enforced unless exceptional circumstances exist.
Paklito Investment Limited v Klockner East Asia LimitedHong Kong High CourtYes[1993] 2 HKLR 39Hong KongA party faced with a Convention award against him has two options. Firstly, he can apply to the courts of the country where the award was made to seek the setting aside of the award. Secondly, the unsuccessful party can decide to take no steps to set aside the award but wait until enforcement is sought and attempt to establish a Convention ground of opposition.

13. Applicable Rules

Rule Name
O 69A r 6 Rules of Court (Cap 322, R 5, 2004 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
International Arbitration Act (Cap 143A, 2002 Rev Ed)Singapore
Federal Arbitration Act, 9 U.S.C. Sec 1 et.seq.USA

15. Key Terms and Keywords

15.1 Key Terms

  • Arbitration Agreement
  • Foreign Award
  • Enforcement
  • International Arbitration Act
  • Alter Ego
  • Jurisdiction
  • Convention on the Recognition and Enforcement of Foreign Arbitral Awards
  • American Arbitration Association
  • International Centre for Dispute Resolution
  • Arizona Law

15.2 Keywords

  • arbitration
  • foreign award
  • enforcement
  • singapore
  • international arbitration
  • aloe vera
  • asianic
  • chiew chee boon

17. Areas of Law

Area NameRelevance Score
Arbitration95
Recognition and Enforcement of Foreign Arbitral Awards90
Jurisdiction60
Contract Law50

16. Subjects

  • Arbitration
  • Contract Law
  • International Law
  • Civil Procedure