Sinolanka Hotels v Interna Contract: Dispute over Arbitral Tribunal Jurisdiction

In a dispute between Sinolanka Hotels & Spa (Private) Limited and Interna Contract SpA, the High Court of Singapore addressed Sinolanka's application to rule on the jurisdiction of an arbitral tribunal or, alternatively, to set aside the arbitral award. The court, presided over by Ang Cheng Hock JC, dismissed Sinolanka's application, finding that the parties had agreed to the ICC Arbitration Clause, thus the tribunal had jurisdiction. The court determined that the Letter of Acceptance was part of the agreement between the parties.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court rules on the jurisdiction of an arbitral tribunal in a dispute between Sinolanka Hotels and Interna Contract. The court dismisses Sinolanka's application.

1.7 Decision Date

5 July 2018

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Sinolanka Hotels & Spa (Private) Limited	Plaintiff	Corporation	Application dismissed	Lost	Andre Arul of Arul Chew & Partners Ezra Daniel Renaro of Arul Chew & Partners
Interna Contract SpA	Defendant	Corporation	Application dismissed	Won	Deborah Barker of Khattar Wong LLP P Padman of KSCGP Juris LLP Ushan Premaratne of Khattar Wong LLP Munirah Mydin of KSCGP Juris LLP

3. Judges

Judge Name	Title	Delivered Judgment
Ang Cheng Hock	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Andre Arul	Arul Chew & Partners
Ezra Daniel Renaro	Arul Chew & Partners
Deborah Barker	Khattar Wong LLP
P Padman	KSCGP Juris LLP
Ushan Premaratne	Khattar Wong LLP
Munirah Mydin	KSCGP Juris LLP

4. Facts

Defendant was awarded a contract by Plaintiff to provide interior fit out and furnishing works for the Grand Hyatt Colombo Project.
On 7 January 2015, a document titled “Contract Agreement” was signed, together with a document titled “Memorandum of Understanding”.
Disputes arose between the parties, and Plaintiff purported to terminate the contract.
Defendant referred the disputes to the International Chamber of Commerce for arbitration.
Plaintiff raised objections to the jurisdiction of the tribunal, arguing that the parties had not agreed to the ICC arbitration clause.
The tribunal ruled against the Plaintiff on both jurisdiction and the merits, and awarded the Defendant damages.

5. Formal Citations

Sinolanka Hotels & Spa (Private) Limited v Interna Contract SpA, Originating Summons No 1238 of 2017, [2018] SGHC 157

6. Timeline

Date	Event
2014-07-14	Invitation to Tender sent to Defendant.
2014-09-13	Defendant made its tender submission.
2014-10-09	Meeting held in Colombo to discuss arbitration clause.
2014-10-15	Defendant sent Plaintiff a letter setting out the terms of its “final offer”.
2014-12-16	Plaintiff's board meeting.
2014-12-22	Plaintiff issued the Letter of Acceptance to the Defendant.
2015-01-03	Defendant expressed thanks for acceptance of tender.
2015-01-03	Plaintiff emailed Defendant a soft copy of the draft contract.
2015-01-06	Meeting held in Colombo to discuss certain issues and for the execution of the contract.
2015-01-07	Parties executed the Contract Agreement and Memorandum of Understanding in Colombo.
2015-02-26	New board of directors appointed for Plaintiff.
2015-07-01	Investigative audit reports produced by SJMS Chartered Accountants.
2015-08-20	Defendant referred disputes to the International Chamber of Commerce for arbitration.
2015-12-17	ICC constituted the three-man arbitral tribunal.
2016-03-24	ICC International Court of Arbitration determined that the seat of the arbitration should be Singapore.
2016-11-07	Evidential hearing took place.
2017-02-03	Evidential hearing took place.
2017-05-01	Mr Abeyasinghe made a complaint to the Commission to Investigate Allegations of Bribery or Corruption.
2017-07-01	Mr Abeyasinghe made a complaint to the Commission to Investigate Allegations of Bribery or Corruption.
2017-09-29	Tribunal issued its final award.
2017-12-22	Don Rajendra Prasad Abeyasinghe’s affidavit.
2018-03-07	Kanaganayagam Kanag-Isvaran’s affidavit.
2018-04-05	Don Rajendra Prasad Abeyasinghe’s affidavit.
2018-04-25	Diego Travan’s affidavit.
2018-05-30	Judgment reserved.
2018-07-06	Judgment issued.

7. Legal Issues

Jurisdiction of Arbitral Tribunal
- Outcome: The court found that the arbitral tribunal did have jurisdiction to decide the dispute between the parties because the parties had agreed to the ICC Arbitration Clause.
- Category: Jurisdictional
- Sub-Issues:
  - Validity of arbitration agreement

8. Remedies Sought

Ruling on the jurisdiction of the arbitral tribunal
Order to set aside the arbitral award

9. Cause of Actions

Breach of Contract

10. Practice Areas

Arbitration
Commercial Litigation

11. Industries

Hospitality
Construction

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Jiangsu Overseas Group Ltd v Concord Energy Pte Ltd	High Court	Yes	[2016] 4 SLR 1336	Singapore	Cited for the standard of review in an application for a jurisdictional ruling under Art 16(3) of the Model Law, or an application to set aside an arbitral award on the ground of lack of jurisdiction to hear the dispute under Art 34(2)(a) of the Model Law.
Sanum Investments Ltd v Government of the Lao People’s Democratic Republic	Court of Appeal	Yes	[2016] 5 SLR 536	Singapore	Cited for the standard of review in an application for a jurisdictional ruling under Art 16(3) of the Model Law, or an application to set aside an arbitral award on the ground of lack of jurisdiction to hear the dispute under Art 34(2)(a) of the Model Law.
BCY v BCZ	Court of Appeal	Yes	[2017] 3 SLR 357	Singapore	Cited for the standard of review in an application for a jurisdictional ruling under Art 16(3) of the Model Law, or an application to set aside an arbitral award on the ground of lack of jurisdiction to hear the dispute under Art 34(2)(a) of the Model Law.
AQZ v ARA	High Court	Yes	[2015] 2 SLR 972	Singapore	Cited regarding an attempt to seek relief under s 10(3) of the IAA and Art 16(3) of the Model Law notwithstanding the fact that the arbitrator’s decision that he had jurisdiction was in an award which also dealt with the merits of the dispute.
Kingdom of Lesotho v Swissbourgh Diamond Mines (Pty) Ltd & Others	High Court	Yes	[2017] SGHC 195	Singapore	Followed the point in AQZ v ARA regarding an attempt to seek relief under s 10(3) of the IAA and Art 16(3) of the Model Law notwithstanding the fact that the arbitrator’s decision that he had jurisdiction was in an award which also dealt with the merits of the dispute.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Cited regarding the factual matrix within which the terms of the agreement between the parties can be construed.

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 No. 11 of 1995	Sri Lanka

15. Key Terms and Keywords

15.1 Key Terms

Arbitration
Arbitral tribunal
Jurisdiction
International Chamber of Commerce
ICC Arbitration Clause
Sri Lankan Arbitration Clause
Letter of Acceptance
Contract Agreement
Memorandum of Understanding
International Arbitration Act
UNCITRAL Model Law

15.2 Keywords

Arbitration
Jurisdiction
Singapore
Contract
International Arbitration Act
UNCITRAL Model Law

17. Areas of Law

Area Name	Relevance Score
Arbitration	95
Jurisdiction of Arbitral tribunal	80
Setting Aside Arbitral Award	75
International Arbitration	70
UNCITRAL Model Law	65
Contract Law	60
International Arbitration Act	50

16. Subjects

Arbitration
Contract Law
Jurisdiction