Dyna-Jet v Wilson Taylor: Arbitration Agreement, Stay of Proceedings, International Arbitration Act
In Dyna-Jet Pte Ltd v Wilson Taylor Asia Pacific Pte Ltd, the Singapore High Court addressed whether a dispute-resolution agreement granting only one party (Dyna-Jet) the right to elect arbitration constitutes an 'arbitration agreement' under the International Arbitration Act. When a dispute arose, Dyna-Jet commenced a breach of contract claim in court, and Wilson Taylor applied for a stay in favor of arbitration. Justice Vinodh Coomaraswamy dismissed the stay, holding that while an arbitration agreement existed, it was incapable of being performed because Dyna-Jet elected to litigate, precluding future arbitration of the dispute. Wilson Taylor's appeal to the Court of Appeal was granted.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Defendant's application to stay the action was dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on whether a dispute resolution agreement with a unilateral option to arbitrate is an arbitration agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Wilson Taylor Asia Pacific Pte Ltd | Defendant, Appellant | Corporation | Stay application dismissed | Lost | |
| Dyna-Jet Pte Ltd | Plaintiff | Corporation | Application to stay action dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| S Magintharan | Essex LLC |
| Vineetha Gunasekaran | Essex LLC |
| Tan Yew Cheng | Leong Partnership |
4. Facts
- Dyna-Jet and Wilson Taylor entered into a contract in April 2015 for Dyna-Jet to install underwater anodes on Diego Garcia.
- The contract included Dyna-Jet’s pro forma standard terms and conditions, including a dispute-resolution agreement.
- The dispute-resolution agreement gave Dyna-Jet the right to elect whether to submit disputes to arbitration.
- A dispute arose in September 2015, leading Dyna-Jet to suspend work and recall its divers.
- Dyna-Jet commenced legal action in December 2015, claiming Wilson Taylor committed repudiatory breaches of the contract.
- Wilson Taylor applied for a stay of the action, seeking to compel Dyna-Jet to arbitrate the dispute.
- Dyna-Jet elected not to refer the dispute to arbitration and commenced the action instead.
5. Formal Citations
- Dyna-Jet Pte Ltd v Wilson Taylor Asia Pacific Pte Ltd, Suit No 1234 of 2015 (Registrar’s Appeal No 43 of 2016), [2016] SGHC 238
6. Timeline
| Date | Event |
|---|---|
| Dyna-Jet submitted a commercial proposal to Wilson Taylor. | |
| Wilson Taylor accepted Dyna-Jet's proposal by purchase order. | |
| A dispute arose under the contract. | |
| Dyna-Jet commenced legal action. | |
| Affidavit of S Uthayakumaran was dated. | |
| Assistant Registrar's decision was made. | |
| Defendant's skeletal submissions and Plaintiff's submissions were dated. | |
| Hearing date. | |
| Defendant's bundle of documents was dated. | |
| Hearing date. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Whether a dispute-resolution agreement which gives only one party the right to elect to arbitrate disputes constitute an “arbitration agreement” within the meaning of our arbitration legislation
- Outcome: The court held that the parties do have an arbitration agreement.
- Category: Substantive
- What is the meaning of the phrase “null and void, inoperative or incapable of being performed”
- Outcome: The court held that their arbitration agreement is incapable of being performed.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Engineering
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Rals International Pte Ltd v Cassa di Risparmio di Parma e Piacenza SpA | Singapore Court of Appeal | Yes | [2016] SGCA 53 | Singapore | Cited for the principle that the burden of proof lies on the applicant for a stay, but it is a light one. |
| Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals | Singapore Court of Appeal | Yes | [2016] 1 SLR 373 | Singapore | Cited for the principle that the applicant for a stay needs to satisfy the court that there is a prima facie case in its favour. |
| Tjong Very Sumito and others v Antig Investments Pte Ltd | Singapore High Court | Yes | [2009] 4 SLR(R) 732 | Singapore | Cited for the principle that the burden of proof lies on the party resisting the stay to establish that the arbitration agreement is null and void, inoperative or incapable of being performed. |
| Downing v Al Tameer Establishment and another | England and Wales Court of Appeal (Civil Division) | Yes | [2002] EWCA Civ 721 | England and Wales | Cited for the principle that it is for the party resisting the stay to establish that an arbitration agreement is within the proviso to s 6(2). |
| JSC BTA Bank v Mukhtar Ablyazov and others | England and Wales High Court (Commercial Court) | Yes | [2011] 2 Lloyd’s Rep 129 | England and Wales | Cited for the principle that the party resisting the stay must establish that no other conclusion on this issue is arguable. |
| Malini Ventura v Knight Capital Pte Ltd and others | Singapore High Court | Yes | [2015] 5 SLR 707 | Singapore | Cited regarding the principle of non-intervention set out in Article 5 of the UNCITRAL Model Law on International Commercial Arbitration. |
| Nigel Peter Albon (trading as NA Carriage Co) v Naza Motor Trading Sdn Bhd and another | England and Wales High Court (Queen's Bench Division) | Yes | [2007] 2 All ER 1075 | England and Wales | Cited regarding the principle of non-intervention set out in Article 5 of the UNCITRAL Model Law on International Commercial Arbitration. |
| Sulamérica Cia Nacional de Seguros SA and others v Enesa Engelharia SA and others | England and Wales Court of Appeal (Civil Division) | Yes | [2013] 1 WLR 102 | England and Wales | Cited for the principle that the arbitration agreement is governed by English law. |
| Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore) | Singapore High Court | Yes | [2011] 3 SLR 414 | Singapore | Cited for the general approach to be taken to construing arbitration agreements, unless there is good reason to conclude otherwise, is a generous one. |
| Fiona Trust & Holding Corporation and others v Privalov and others | House of Lords | Yes | [2007] 2 All ER (Comm) 1053 | United Kingdom | Cited for the modern approach to interpreting arbitration clauses. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Singapore Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the approach to contractual construction. |
| Hammond v Wolt | Supreme Court of Victoria | Yes | [1975] VR 108 | Australia | Cited as an example of a case that supported the optionality argument, but whose reasoning has been discredited. |
| Westfal-Larsen & Co A/S v Ikerigi Compania Naviera SA, The Messiniaki Bergen | England and Wales High Court (Queen's Bench Division) | Yes | [1983] 1 All ER 382 | England and Wales | Cited for the principle that a right to elect to arbitrate gives rise to an arbitration agreement when the option is exercised. |
| Pittalis and others v Sherefettin | England and Wales Court of Appeal (Civil Division) | Yes | [1986] 2 All ER 227 | England and Wales | Cited for the principle that an agreement to arbitrate in future if a party so elects can correctly be described as an agreement to refer a future dispute to arbitration. |
| Navigazione Alta Italia S.p.A. v Concordia Maritime Chartering A.B. (The “Stena Pacifica”) | England and Wales High Court (Queen's Bench Division) | Yes | [1990] 2 Lloyd’s Rep 234 | England and Wales | Cited for the principle that a dispute-resolution agreement was “an agreement to refer future disputes to arbitration” even if it contained a condition. |
| PMT Partners Pty Ltd v Australian National Parks and Wildlife Service | High Court of Australia | Yes | (1995) 131 ALR 377 | Australia | Cited for the principle that the definition of “arbitration agreement” did not require mutuality and did not preclude optionality. |
| Manningham City Council v Dura (Australia) Constructions Pty Ltd | Victorian Court of Appeal | Yes | [1999] 3 VR 13 | Australia | Cited for overruling Hammond and adopting the reasoning in PMT Partners and Pittalis. |
| China Merchants Heavy Industry Co Ltd v JGC Corp | Hong Kong Court of Appeal | Yes | [2001] 3 HKC 580 | Hong Kong | Cited for the principle that a clause in an agreement which gives only one of the parties the right to refer any dispute or difference to arbitration is an arbitration agreement. |
| WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri Lanka | Singapore High Court | Yes | [2002] 1 SLR(R) 1088 | Singapore | Cited for the principle that an agreement in which the parties have the option to elect for arbitration which, if made, binds the other parties to submit to arbitration is an arbitration agreement. |
| NB Three Shipping Ltd v Harebell Shipping Ltd | England and Wales High Court (Queen's Bench Division) | Yes | [2005] 1 Lloyd’s Rep 509 | England and Wales | Cited for the principle that one of the fundamental objectives of the 1996 Act is to give the parties’ autonomy over their choice of forum. |
| Law Debenture Trust Corporation Plc v Elektrim Finance BV and others | England and Wales High Court (Chancery Division) | Yes | [2005] EWHC 1412 (Ch) | England and Wales | Cited for the principle that the court must determine finally and on the merits the question of whether there was an arbitration agreement between the parties. |
| Insigma Technology Co Ltd v Alstom Technology Ltd | Singapore Court of Appeal | Yes | [2009] 3 SLR(R) 936 | Singapore | Cited for the current trend towards assimilating the rules applicable to arbitration agreements to the rules applicable to all other provisions in a commercial contract. |
| Sembawang Engineers and Constructors Pte Ltd v Covec (Singapore) Pte Ltd | Singapore High Court | Yes | [2008] SGHC 229 | Singapore | Cited for the proposition that, where an arbitration agreement confers on one party an option to litigate disputes, and where that party exercises that option by commencing litigation with respect to a specific dispute against its contractual counterparty, that exercise will not in itself preclude that party from insisting that the counterparty refer to arbitration disputes which are unrelated to the litigation. |
| Albon v Naza Motor Trading Sdn Bhd (No 3) | England and Wales High Court (Chancery Division) | Yes | [2007] 2 Lloyd’s Rep 1 | England and Wales | Cited for the principle that an arbitration agreement is null and void only if it is devoid of legal effect. |
| Lee Kuan Yew v Tang Liang Hong and another | Singapore Court of Appeal | Yes | [1997] 2 SLR(R) 862 | Singapore | Cited for the three limbs that Yong Pung How CJ identified. |
| Carona Holdings Pte Ltd and others v Go Go Delicacy Pte Ltd | Singapore Court of Appeal | Yes | [2008] 4 SLR(R) 460 | Singapore | Cited for the prerequisites for a permanent stay of these proceedings under s 6(2). |
| Rhone Mediterranee Compagnia Francese di Assicurazioni e Riassicurazioni v Achille Lauro | United States Court of Appeals for the Third Circuit | Yes | 712 F.2d 50 (3d Cir. 1983) | United States | Cited for the principle that an arbitration agreement is “null and void” only if it is subject to an internationally-recognised defence such as duress, mistake, fraud or waiver, or if it contravenes fundamental policies of the forum. |
| Kaverit Steel and Crane Ltd v Kone Corp | Court of Appeal of Alberta | Yes | (1992) 87 DLR (4th) 129 | Canada | Cited for the phrase “null and void, inoperative or incapable of being performed” has been described in other jurisdictions as “an echo of the law about void contracts (null and void), unenforceable contracts (inoperative), and frustrated contracts (incapable of being enforced)”. |
| Comandate Marine Corp v Pan Australia Shipping Pty Ltd | Federal Court of Australia | Yes | [2006] 238 ALR 457 | Australia | Cited for the principle that an arbitration agreement is inoperative where a party has waived a contractual right to arbitrate or finds itself estopped from relying on that right. |
| Eisenwerk Hensel Bayreuth Dipl-ing Burkhardt GmbH v Australian Granites Ltd | Supreme Court of Queensland | Yes | [2001] 1 Qd R 461 | Australia | Cited for the principle that an arbitration agreement is inoperative where a party has abandoned its right to seek a stay under a particular jurisdiction’s equivalent of s 6 of the IAA. |
| ACD Tridon Inc v Tridon Australia Pty Ltd | Supreme Court of New South Wales | Yes | [2002] NSWSC 896 | Australia | Cited for the principle that an arbitration agreement is inoperative where a party has abandoned its right to seek a stay under a particular jurisdiction’s equivalent of s 6 of the IAA. |
| La Donna Pty Ltd v Wolford AG | Supreme Court of Victoria | Yes | [2005] VSC 359 | Australia | Cited for the principle that an arbitration agreement is inoperative where a party has abandoned its right to seek a stay under a particular jurisdiction’s equivalent of s 6 of the IAA. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
| Arbitration Act (Cap 10, 2002 Rev Ed) | Singapore |
| International Arbitration Act s 2A | Singapore |
| International Arbitration Act s 6 | Singapore |
| Arbitration Act 1958 | Victoria |
| Arbitration Act 1950 | England and Wales |
| Commercial Arbitration Act 1985 | Northern Territory |
| Commercial Arbitration Act 1984 | Victoria |
| Arbitration Ordinance | Hong Kong |
| Arbitration Act 1996 | England and Wales |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration agreement
- Stay of proceedings
- International Arbitration Act
- Dispute-resolution agreement
- Right to elect
- Incapable of being performed
- Inoperative
- Null and void
- Asymmetric right to elect
- Repudiatory breach
15.2 Keywords
- arbitration
- stay of proceedings
- international arbitration
- singapore
- contract
- dispute resolution
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| Contract Law | 70 |
| International Arbitration Act | 60 |
| Jurisdiction | 50 |
| Interpretation of contractual terms | 40 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure