BNP v BNR: Dispute over Tribunal Jurisdiction under International Arbitration Act and ICC Rules
In BNP and Another v BNR, the High Court of Singapore addressed an application under Section 10(3) of the International Arbitration Act concerning the jurisdiction of an arbitral tribunal. The plaintiffs, BNP and BNQ, sought a determination that the tribunal lacked jurisdiction over an arbitration administered under the ICC Rules, arguing that the tribunal was improperly composed because the third member was appointed as president instead of an umpire, contrary to the shareholders’ agreement. The court, presided over by Justice Belinda Ang Saw Ean, dismissed the plaintiffs' application, holding that the parties intended for a three-member arbitral tribunal and that the term 'umpire' in the agreement should be interpreted in accordance with the ICC Rules.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Plaintiffs' application dismissed with costs.
1.3 Case Type
Arbitration
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The Singapore High Court addressed a dispute over the jurisdiction and composition of an arbitral tribunal under the International Arbitration Act and ICC Rules, focusing on the interpretation of an 'umpire' role.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Belinda Ang Saw Ean | Judge | Yes |
4. Counsels
4. Facts
- The plaintiffs and the defendant entered into a shareholders’ agreement on 7 August 2008.
- Clause 24 of the shareholders’ agreement contains an arbitration clause.
- The arbitration clause stipulates that disputes shall be resolved by arbitration under the ICC Rules.
- The clause provides for a sole arbitrator, or three arbitrators if the parties cannot agree on a sole arbitrator.
- If three arbitrators are appointed, the third arbitrator shall act as an umpire.
- The two party-appointed arbitrators nominated the third member to act as the third arbitrator and president of the Tribunal.
- The plaintiffs challenged the role of the third member as arbitrator and president.
5. Formal Citations
- BNP and another v BNR, Originating Summons No 359 of 2017, [2017] SGHC 269
6. Timeline
| Date | Event |
|---|---|
| Shareholders’ agreement entered into | |
| Hearing | |
| Written submissions dated | |
| Second supplementary submissions dated | |
| Hearing | |
| Judgment reserved |
7. Legal Issues
- Jurisdiction of Arbitral Tribunal
- Outcome: The court held that the tribunal had jurisdiction, interpreting the arbitration agreement in accordance with ICC Rules.
- Category: Jurisdictional
- Sub-Issues:
- Improper constitution of the tribunal
- Interpretation of arbitration agreement
- Interpretation of Arbitration Agreement
- Outcome: The court interpreted the term 'umpire' in the context of the ICC Rules, giving effect to the parties' intention to have a three-member arbitral tribunal.
- Category: Substantive
- Sub-Issues:
- Meaning of 'umpire' in arbitration clause
- Incorporation of ICC Rules
8. Remedies Sought
- Determination that the Tribunal does not have jurisdiction over the arbitration
9. Cause of Actions
- Challenge to Arbitral Tribunal's Jurisdiction
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Bovis Lend Lease Pte Ltd v Jay-Tech Marine & Projects Pte Ltd and another application | High Court | Yes | [2005] SGHC 91 | Singapore | Cited for the principle of party autonomy in deciding the constitution of the arbitral tribunal and the conduct of the arbitration. |
| PT Tugu Pratama Indonesia v Magma Nusantara Ltd | Court of Appeal | Yes | [2003] 4 SLR(R) 257 | Singapore | Cited for the principle that a clause inconsistent with the parties’ objectively ascertained intention will not be enforced. |
| International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd and another | Court of Appeal | No | [2014] 1 SLR 130 | Singapore | Cited to support the proposition that Singapore law obliges courts to put English authorities aside. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the approach to contractual interpretation. |
| Hanwha Non-Life Insurance Co Ltd v Alba Pte Ltd | High Court | Yes | [2012] 1 SLR 941 | Singapore | Cited for the principle that the court will give effect to the meaning of the parties’ agreement reasonably discerned from the written agreement itself and the background even though it involves departing from or qualifying particular words used. |
| Miramar Maritime Corp v Holborn Oil Trading Ltd | House of Lords | Yes | [1984] AC 676 | United Kingdom | Cited for the principle that the court will give effect to the meaning of the parties’ agreement reasonably discerned from the written agreement itself and the background even though it involves departing from or qualifying particular words used. |
13. Applicable Rules
| Rule Name |
|---|
| ICC Rules of Arbitration |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration
- Arbitral Tribunal
- Jurisdiction
- ICC Rules
- Umpire
- President
- Shareholders’ Agreement
- Party Autonomy
- Incorporation by Reference
15.2 Keywords
- Arbitration
- Jurisdiction
- ICC Rules
- Singapore
- Tribunal
- Umpire
- President
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| International Arbitration | 70 |
| Contract Law | 60 |
| Shareholders Agreement | 50 |
| Jurisdiction of Arbitral tribunal | 40 |
| International Commercial Law | 30 |
| Company Law | 30 |
| Party Autonomy | 30 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure