Sinwa SS (HK) Co Ltd v Nordic International Ltd: Dispute over Arbitration Rights in Joint Venture

In Sinwa SS (HK) Co Ltd v Nordic International Ltd, the High Court of Singapore addressed Sinwa SS (HK)'s application for summary judgment to commence arbitration on behalf of Nordic International against BGP GEOEXPLORER PTE LTD. The dispute arose from a joint venture agreement and a subsequent deadlock. The court dismissed the application, noting ongoing arbitration proceedings to resolve the deadlock and the plaintiff's impending sale of its shares in the joint venture.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application for summary judgment dismissed; liberty to apply should it have better evidence and arguments than it produced before me.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Sinwa SS (HK) sought to commence arbitration on behalf of Nordic International. The court considered a deadlock in their joint venture agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sinwa SS (HK) Co LtdPlaintiffCorporationApplication DismissedDismissed
Nordic International LtdDefendantCorporationJudgment in favour of defendantWon

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJudgeYes

4. Counsels

Counsel NameOrganization
June LimFortis Law Corporation
Andrew HoEngelin Teh Practice LLC
Joseph TanLegal Solutions LLC
Joanna PohLegal Solutions LLC

4. Facts

  1. Sinwa SS (HK) sought to commence arbitration on behalf of Nordic International against BGP GEOEXPLORER PTE LTD.
  2. A shareholders’ agreement governed the joint venture between Sinwa Limited (later Sinwa SS (HK)) and the second defendant.
  3. The agreement stipulated decision-making authority regarding vessel operations and finances.
  4. A deadlock arose regarding proceedings against the third defendant.
  5. Arbitration proceedings were initiated to resolve the deadlock and determine the buyout price of Sinwa's shares.
  6. A partial award was made, finding that a deadlock had arisen.

5. Formal Citations

  1. Sinwa SS (HK) Co Ltd v Nordic International Ltd, Suit No 1166 of 2013 (Summons No 1544 of 2014), [2014] SGHC 132

6. Timeline

DateEvent
Shareholders’ agreement entered into between Sinwa Limited and the second defendant.
Rights and obligations of Sinwa Limited under the Agreement were novated to the plaintiff.
First defendant entered into a time charter with the third defendant.
Agreement to assign the time charter to NGS entered into.
Plaintiff became aware of the agreement and memorandum of understanding.
TGS terminated the Seismic Agreement.
Plaintiff commenced arbitration proceedings against the third defendant.
Second defendant applied to the High Court to restrain the BGP Arbitration.
High Court held in favour of the third defendant and ordered that the arbitrator did not have jurisdiction.
Board of directors’ meeting of the first defendant was convened.
Second defendant commenced arbitration proceedings against the plaintiff.
Partial award was made.
Plaintiff appeared before the court seeking summary judgment.
Application for summary judgment dismissed.
Appeal to this decision in Civil Appeal No 108 of 2014 and Summons No 4987 of 2014 was dismissed by the Court of Appeal.

7. Legal Issues

  1. Authority to Commence Arbitration
    • Outcome: The court did not grant the plaintiff summary judgment, finding that the ongoing arbitration proceedings to resolve the deadlock were relevant.
    • Category: Substantive
    • Sub-Issues:
      • Deadlock in Board Decisions
      • Interpretation of Shareholders Agreement
    • Related Cases:
      • [2011] SGHC 20

8. Remedies Sought

  1. Declaration
  2. Authority to commence arbitration
  3. Costs

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Arbitration

11. Industries

  • Marine Supply
  • Logistics

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Morten Innhaug v Sinwa SS (HK) Co LtdHigh CourtYes[2011] SGHC 20SingaporeCited for the interpretation of clauses 8.1.1 and 8.1.2 of the Agreement regarding decision-making authority.
Sinwa SS (HK) Co Ltd v Nordic International LtdCourt of AppealYes[2014] SGCA 63SingaporeCited to note that the appeal to this decision was dismissed by the Court of Appeal.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Shareholders Agreement
  • Deadlock
  • Arbitration
  • Time Charter
  • Seismic Agreement
  • Novation

15.2 Keywords

  • arbitration
  • shareholders agreement
  • joint venture
  • deadlock
  • Sinwa
  • Nordic International

17. Areas of Law

Area NameRelevance Score
Summary Judgement80
Arbitration75
Contract Law70
Shareholders Agreement65
Commercial Disputes60
Joint Venture55
Company Law50
Shipping Law40

16. Subjects

  • Arbitration
  • Joint Ventures
  • Contractual Disputes