Rockeby Biomed Ltd v Alpha Advisory Pte Ltd: Setting Aside Arbitration Award for Alleged Breach of Securities and Futures Act
In Rockeby Biomed Ltd v Alpha Advisory Pte Ltd, the Singapore High Court addressed an application by Rockeby Biomed Ltd to set aside an arbitration award in favor of Alpha Advisory Pte Ltd. The court, presided over by Judith Prakash J, dismissed the application, finding that the arbitration award did not conflict with Singapore's public policy as embodied in the Securities and Futures Act. The court held that Alpha Advisory's corporate finance advice to Rockeby Biomed did not constitute a breach of the Act, as it fell within the exemptions provided for advisors giving advice not specifically for making any offer of securities to the public.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court dismisses application to set aside arbitration award, finding no breach of Securities and Futures Act in corporate finance advice.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Rockeby biomed Ltd | Applicant, Respondent | Corporation | Application Dismissed | Lost | |
| Alpha Advisory Pte Ltd | Respondent, Claimant | Corporation | Arbitration Award Upheld | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Josephine Chong | Pinnacle Law LLC |
| Aqbal Singh | Pinnacle Law LLC |
| Ranjit Singh | Francis Khoo & Lim |
4. Facts
- Rockeby Biomed Ltd sought a Singapore listing through a reverse takeover or initial public offering.
- Alpha Advisory Pte Ltd was engaged to advise and manage Rockeby Biomed's corporate exercise in Singapore.
- The Consultancy Service Engagement Agreement was signed on 31 July 2007.
- Alpha Advisory provided services from August 2007 to April 2008.
- Rockeby Biomed terminated the Agreement at the end of April 2008.
- Alpha Advisory initiated arbitration to recover outstanding payments.
- Rockeby Biomed argued the Agreement was void for illegality under the Securities and Futures Act.
5. Formal Citations
- Rockeby biomed Ltd v Alpha Advisory Pte Ltd, , [2011] SGHC 155
6. Timeline
| Date | Event |
|---|---|
| Consultancy Service Engagement Agreement signed | |
| Advisor provided services from August 2007 | |
| Agreement terminated at the end of April 2008 by the Client | |
| Advisor submitted a Notice of Arbitration | |
| Chairman of the SIAC confirmed the appointment of Mr Nicholas Stone as the sole arbitrator | |
| Hearing of the arbitration proceedings took place in Singapore | |
| Submissions completed | |
| Arbitration award dated 31 August 2010 | |
| Originating Summons No 1206 of 2010 | |
| Judgment reserved |
7. Legal Issues
- Illegality of Contract
- Outcome: The court held that the Agreement was not illegal as the advice given by the Advisor was not specifically for the making of any offer of securities to the public.
- Category: Substantive
- Sub-Issues:
- Violation of Securities and Futures Act
- Lack of capacity to enter into agreement
- Related Cases:
- [2007] 1 SLR(R) 597
- [2010] 4 SLR 649
- Conflict with Public Policy
- Outcome: The court found no illegality and therefore did not need to consider whether the illegality was against public policy.
- Category: Procedural
- Sub-Issues:
- Enforcement of illegal contract
- Violation of fundamental principles of justice
- Related Cases:
- [2007] 1 SLR(R) 597
8. Remedies Sought
- Setting aside of arbitration award
- Restitution of payments made
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Arbitration
- Corporate Finance
- Commercial Litigation
11. Industries
- Finance
- Biotechnology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| PT Asuransi Jasa Indonesia (Persero) v Dexia Bank SA | Court of Appeal | Yes | [2007] 1 SLR(R) 597 | Singapore | Cited for guidance on the situations in which an award might be found to be in conflict with the public policy of Singapore. |
| AJT v AJU | High Court | Yes | [2010] 4 SLR 649 | Singapore | Cited for the principle that a court has the inherent jurisdiction to reconsider the issue of illegality even if an arbitral tribunal has determined that the contract in question was not illegal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Securities and Futures Act (Cap 289, 2006 Rev Ed) | Singapore |
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration Award
- Securities and Futures Act
- Capital Markets Services Licence
- Accredited Investor
- Initial Public Offering
- Reverse Take-Over
- Corporate Finance Advice
15.2 Keywords
- arbitration
- securities
- corporate finance
- Singapore
- illegality
- contract
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Corporate Finance | 80 |
| Arbitration | 70 |
| Corporate Law | 60 |
| Company Law | 60 |
| Banking and Finance | 50 |
| Commercial Law | 50 |
| International Arbitration | 40 |
| Contract Law | 30 |
| International Trade Law | 20 |
16. Subjects
- Arbitration
- Securities Regulation
- Contract Law
- Corporate Law