FirstLink Investments v GT Payment: Proper Law of International Arbitration Agreements
In FirstLink Investments Corp Ltd v GT Payment Pte Ltd, the Singapore High Court addressed the question of the proper law governing an international arbitration agreement in the absence of an express choice of law. FirstLink sued GT Payment and others for a loan amount. GT Payment applied for a stay of court proceedings in favour of arbitration. The court, presided over by Assistant Registrar Shaun Leong Li Shiong, granted the stay, finding that the parties had impliedly chosen Swedish law to govern the arbitration agreement, and that the arbitration agreement was valid.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's action against the first defendant is stayed in favour of arbitration.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court considers the proper law governing international arbitration agreements absent an express choice, granting a stay of proceedings.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| FirstLink Investments Corp Ltd | Plaintiff | Corporation | Action Stayed | Stayed | Joana Teo |
| GT Payment Pte Ltd | Defendant | Corporation | Stay Granted | Won | Sarbrinder Singh |
| Second Defendant | Defendant | Corporation | Unknown | Neutral | |
| Third Defendant | Defendant | Individual | Unknown | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Shaun Leong Li Shiong | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Joana Teo | Harry Elias Partnership LLP |
| Sarbrinder Singh | Kertar & Co |
4. Facts
- The plaintiff registered on the first defendant's website to use online payment services.
- The plaintiff deposited monies into the online payment account.
- The plaintiff made a payment to its managing director from the online payment account.
- The first defendant suspended the online payment account.
- The plaintiff claimed the deposit was for 'proof of funds' for a potential investment.
- The plaintiff commenced a court action claiming the outstanding monies as a loan.
5. Formal Citations
- FirstLink Investments Corp Ltd v GT Payment Pte Ltd and others, Suit No 915 of 2013 (Summons No 5657 of 2013), [2014] SGHCR 12
6. Timeline
| Date | Event |
|---|---|
| Plaintiff registered on the first defendant’s website. | |
| Plaintiff made a payment of $83,820.60 to its managing director. | |
| Plaintiff commenced court action against all defendants. | |
| Plaintiff consented to the amendment application. | |
| Judgment reserved. |
7. Legal Issues
- Proper Law of Arbitration Agreement
- Outcome: The court held that the parties had impliedly chosen the law of Sweden as the proper law applicable to the arbitration agreement.
- Category: Substantive
- Related Cases:
- [2012] 1 Lloyd’s Rep 671
- Validity of Arbitration Agreement
- Outcome: The court found that the plaintiff had failed to show that the arbitration agreement was invalid.
- Category: Substantive
- Stay of Court Proceedings
- Outcome: The court granted a stay of court proceedings in favour of arbitration.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Loan
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Finance
- E-commerce
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The “Titan Unity” | High Court | Yes | [2013] SGHCR 28 | Singapore | Cited for the applicable standard to determine the validity of an international arbitration agreement for the purposes of a stay of court proceedings. |
| SulAmérica Cia Nacional De Seguros S.A. and others v Enesa Engenharia S.A. | English Court of Appeal | Yes | [2012] 1 Lloyd’s Rep 671 | England | Cited for the general methodology to determine the law governing an arbitration agreement. |
| Pacific Recreation Pte Ltd v S Y Technology Inc | Court of Appeal | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited for the methodology used to determine the substantive law governing commercial contracts. |
| JIO Minerals FZC and others v Mineral Enterprises Ltd | Court of Appeal | Yes | [2011] 1 SLR 391 | Singapore | Cited for the methodology used to determine the substantive law governing commercial contracts. |
| Insigma Technology Co Ltd v Alstom Technology Ltd | Court of Appeal | Yes | [2009] 3 SLR(R) 936 | Singapore | Cited for the principle that an arbitration agreement should be construed like any other form of commercial contracts. |
| Asranovia Ltd & Ors v Cruz City 1 Mauritius Holdings | English High Court | Yes | [2012] EWHC 3702 (Comm) | England | Accepted the principles in SulAmérica. |
| Habas Sinai Ve Tibbi Gazlar Istihsal Endustrisi AS v VSC Steel Company Ltd | English Commercial Court | Yes | [2013] EWHC 4071 (Comm) | England | Interpreted SulAmérica regarding the choice of the seat of arbitration. |
| Premium Nafta Products Limited and others v Fili Shipping Company Limited and others | House of Lords | Yes | [2007] UKHL 40 | United Kingdom | Cited for the principle that parties intend any dispute arising out of their relationship should be decided in accordance with the chosen dispute resolution procedure. |
| C v D | English Court of Appeal | Yes | [2007] EWCA Civ 1282 | England | Cited for the principle that it would be rare for the proper law to be different from the law of the seat. |
| Braes of Doune Wind Farm v Alfred McAlpine | English High Court | Yes | [2008] EWHC 426 (TCC) | England | Cited regarding the determination of the choice of seat. |
| Naviera Amazonia Peruma SA v Compania International de Seguros de Peru | Unknown | Yes | [1988] 1 Lloyd’s Rep 116 | Peru | Cited regarding the determination of the choice of seat. |
| Tjong Very Sumito and other v Antig Investments Pte Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 732 | Singapore | Cited for the principle that a stay of proceedings should be ordered if it is at least arguable that the matter is the subject of the arbitration agreement. |
| Municipalité de Khoms El Mergeb v Société Dalico | French Cour de Cassation | Yes | Judgment of 20 December, 1994 Rev. arb. 166 (French Cour de Cassation civ. 13) | France | Cited for the principle that the validity of an international arbitration agreement can be determined by the direct determination of parties’ common intention without reference to any national laws. |
| Ledee v Ceramiche Ragno | US Court of Appeals | Yes | 684 F.2d 184 (1st Cir. 1982) | United States | Cited for the principle that Article II(3) must be interpreted to encompass only contractual notions of validity which can be applied neutrally on an international scale. |
| Rohne Mediterranee v Lauro | US Court of Appeals | Yes | 712 F. 2d 50 (3d Cir. 1983) | United States | Cited for the principle that an agreement to arbitrate is null and void only when it is subject to an internationally recognised defense or when it contravenes fundamental policies of the forum state. |
| Pacific International Lines (Pte) Ltd v Tsinlien Metals and Minerals Co Ltd | Hong Kong Supreme Court | Yes | Pacific International Lines (Pte) Ltd v Tsinlien Metals and Minerals Co Ltd, XVIII Y.B. Comm. Arb. 180 (H.K. S.Ct. 1992) (1993) | Hong Kong | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| PCCW Global Ltd v Interactive Communications Service Ltd | Hong Kong Court of Appeal | Yes | PCCW Global Ltd v Interactive Communications Service Ltd [2006] HKCA 434 | Hong Kong | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| In Private Company ‘Triple V’ Inc v Star (Universal) Co Ltd and Anor | Unknown | Yes | In Private Company ‘Triple V’ Inc v Star (Universal) Co Ltd and Anor [1995] 3 HKC 129 | Hong Kong | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Gulf Canada Resources Ltd v Arochem Int’l Ltd | Unknown | Yes | Gulf Canada Resources Ltd v Arochem Int’l Ltd 66 B.C.L.R.2d 113 | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Rio Algom Ltd v Sami Steel Co Ltd | Unknown | Yes | Rio Algom Ltd v Sami Steel Co Ltd, XVIII Y.B.Comm.Arb. 166 (1993) | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Agrawest Investments Ltd v BMA Nederland BV | Unknown | Yes | Agrawest Investments Ltd v BMA Nederland BV [2005] PEIJ No 48 | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Morran v Carbone | Unknown | Yes | Morran v Carbone [2005] OJ No 409 | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| ETR Concession Co v Ontario (Minister of Transportation) | Unknown | Yes | ETR Concession Co v Ontario (Minister of Transportation) [2004] OJ No 4516 | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Cooper v Deggan | Unknown | Yes | Cooper v Deggan [2003] BCJ No 1638 | Canada | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
| Shin-Etsu Chemical Co. Ltd v Aksh Optifibre Ltd | Unknown | Yes | Shin-Etsu Chemical Co. Ltd v Aksh Optifibre Ltd (2005) 3 Arb LR 1 | India | Cited for the prima facie threshold gives effect to the intention of the drafters of the UNCITRAL Model Law on International Commercial Arbitration |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap. 143A, 2002 Rev Ed) | Singapore |
| Swedish Arbitration Act (1999) | Sweden |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration agreement
- Proper law
- International arbitration
- Stay of proceedings
- Substantive law
- Lex arbitri
- Arbitral seat
- Stockholm Chamber of Commerce
- Implied choice of law
15.2 Keywords
- arbitration
- stay of proceedings
- proper law
- international arbitration
- contract law
- Singapore
- Stockholm Chamber of Commerce
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure
17. Areas of Law
- Arbitration Law
- Contract Law
- International Arbitration