Sanum Investments v ST Group: Enforcement of Arbitral Award & Tribunal Jurisdiction
In Sanum Investments Limited v ST Group Co., Ltd. and others, the High Court of Singapore addressed an application to refuse enforcement of an arbitral award. Sanum sought to enforce an award against ST Group Co., Ltd., Sithat Xaysoulivong, ST Vegas Co., Ltd., and S.T. Vegas Enterprise Ltd. The court dismissed the application against ST Group Co., Ltd., Sithat Xaysoulivong, and ST Vegas Co., Ltd., finding they were parties to the arbitration agreement, but allowed the application for S.T. Vegas Enterprise Ltd., as they were not party to the agreement. The primary legal issue was whether the parties had agreed to arbitration and whether the tribunal had jurisdiction. The court found that the underlying dispute arose out of the Master Agreement, but that ST Vegas Enterprise was not a party to that agreement.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Summons dismissed against ST Group Co., Ltd., Sithat Xaysoulivong, and ST Vegas Co.; summons allowed for S.T. Vegas Enterprise Ltd.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court refuses to enforce arbitral award against ST Vegas Enterprise due to lack of arbitration agreement, but dismisses challenge against other parties.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sanum Investments Limited | Plaintiff | Corporation | Partial Win | Partial | |
| ST Group Co Ltd | Defendant | Corporation | Lost | Lost | |
| Sithat Xaysoulivong | Defendant | Individual | Lost | Lost | |
| ST Vegas Co Ltd | Defendant | Corporation | Lost | Lost | |
| ST Vegas Enterprise Ltd | Defendant | Corporation | Won | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Belinda Ang Saw Ean | Judge | Yes |
4. Counsels
4. Facts
- Sanum and ST Group entered into a Master Agreement in 2007 for joint ventures in gaming businesses in Lao.
- The Master Agreement envisioned three joint ventures, including a Slot Club Joint Venture.
- A Participation Agreement was signed between Sanum and ST Vegas Enterprise for two slot clubs.
- The Thanaleng Slot Club was initially excluded due to existing third-party contracts.
- A dispute arose over the 'turnover' of the Thanaleng Slot Club to Sanum.
- Sanum commenced arbitration seeking damages for breach of the Master Agreement.
- The arbitral tribunal found in favor of Sanum, awarding US$200 million in damages.
5. Formal Citations
- Sanum Investments Limited v ST Group Co, Ltd and others, Originating Summons No 890 of 2016(Summons No 4933 of 2017), [2018] SGHC 141
6. Timeline
| Date | Event |
|---|---|
| Master Agreement signed | |
| Participation Agreement between Sanum and ST Vegas Enterprise signed | |
| Temporary Thanaleng Participation Agreement signed | |
| First Expansion Agreement signed | |
| Second Expansion Agreement signed | |
| Dispute arises regarding turnover of Thanaleng Slot Club | |
| ST Vegas Co shuts down Thanaleng Slot Club | |
| OEDR dismisses Sanum's claim | |
| ST Vegas Co commences proceedings against Sanum in Vientiane People’s Commercial Court | |
| Sanum files defence and counterclaim | |
| Sanum’s counterclaim dismissed and ST Vegas Co’s claim affirmed | |
| Supreme Court holds that the Temporary Thanaleng Participation Agreement had been terminated on 11 October 2011 | |
| Sanum files amended notice of arbitration | |
| Sanum files statement of claim | |
| Arbitral award issued | |
| Judgment entered in terms of the Award | |
| Summons Nos 202, 1331 and 2274 adjourned | |
| Summons No 4933 of 2017 filed | |
| Hearing begins | |
| Judgment reserved |
7. Legal Issues
- Jurisdiction of Arbitral Tribunal
- Outcome: Court found that the tribunal had jurisdiction over ST Group Co., Ltd., Sithat Xaysoulivong, and ST Vegas Co., Ltd., but not over S.T. Vegas Enterprise Ltd.
- Category: Jurisdictional
- Sub-Issues:
- Validity of arbitration agreement
- Scope of arbitration agreement
- Proper constitution of arbitral tribunal
- Enforcement of Arbitral Award
- Outcome: Court refused enforcement against S.T. Vegas Enterprise Ltd. but allowed enforcement against the other defendants.
- Category: Procedural
- Interpretation of Contractual Terms
- Outcome: Court interpreted the Master Agreement to include an obligation to 'turnover' the Thanaleng Slot Club.
- Category: Substantive
- Sub-Issues:
- Meaning of 'internationally recognized mediation/arbitration company in Macau'
- Obligation to 'turnover' the Thanaleng Slot Club
8. Remedies Sought
- Monetary Damages
- Enforcement of Arbitral Award
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Gaming
- Entertainment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Insigma Technology Co Ltd v Alstom Technology Ltd | Court of Appeal | Yes | [2009] 3 SLR(R) 936 | Singapore | Cited for principles of contractual interpretation in arbitration agreements. |
| KVC Rice Intertrade Co Ltd v Asian Mineral Resources Pte Ltd | N/A | Yes | [2017] 4 SLR 182 | Singapore | Cited to support the principle that the court would strive to uphold an arbitration agreement where the parties have evinced a clear intention to arbitrate disputes. |
| Pacific Recreation Pte Ltd v SY Technology Inc | N/A | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited regarding the role of an expert when the issue is the construction of a foreign document. |
| PT First Media TBK (formerly known as PT Broadband Multimedia TBK) v Astro Nusantara International BV | N/A | No | [2014] 1 SLR 372 | Singapore | Cited for the distinction between objections to the existence of an arbitration agreement versus objections to the scope of the submission to arbitration. |
| CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBK | N/A | No | [2011] 4 SLR 305 | Singapore | Cited for the distinction between objections to the existence of an arbitration agreement versus objections to the scope of the submission to arbitration. |
| AQZ v ARA | N/A | Yes | [2015] 2 SLR 972 | Singapore | Cited regarding the need to demonstrate materiality or seriousness of breach and prejudice when challenging an arbitral procedure. |
| Lucky-Goldstar International (HK) Limited v Ng Moo Kee Engineering Limited | Hong Kong High Court | Yes | [1993] 2 HKLR 73 | Hong Kong | Cited as illustration, the broad interpretation accepted by the Hong Kong High Court in considering the words “shall be arbitrated in the 3rd Country” |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
| SIAC Rules 2013 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitral Award
- Turnover
- Thanaleng Slot Club
- Master Agreement
- Participation Agreement
- Jurisdiction
- Enforcement
- International Arbitration
- SIAC
- OEDR
15.2 Keywords
- arbitration
- enforcement
- jurisdiction
- contract
- gaming
- singapore
- international arbitration
17. Areas of Law
16. Subjects
- Arbitration
- Contract Law
- Enforcement of Judgments