BQP v BQQ: Appeal Against Jurisdictional Ruling in SIAC Arbitration

In Originating Summons No 534 of 2016, BQP appealed against the jurisdictional ruling of an arbitral tribunal in SIAC Arbitration No 197 of 2014, where BQQ was the claimant. The High Court dismissed BQP's challenge to the award and subsequently dismissed BQP's application for leave to appeal. The central issue was whether a Round Logs Supply Memorandum of Agreement (RLS MOA) had been superseded by a Merchantability Wood Agreement (MWA). The court held that the RLS MOA was not superseded by the MWA, and the tribunal had jurisdiction to hear the disputes.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiff's application for leave to appeal dismissed.

1.3 Case Type

Arbitration

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

BQP appeals against a jurisdictional ruling in a SIAC arbitration. The court dismisses BQP's application for leave to appeal, upholding the tribunal's jurisdiction.

1.7 Decision Date

13 March 2018

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
BQP	Plaintiff, Respondent	Corporation	Application for leave to appeal dismissed	Lost	Zhuang Wenxiong of Rajah & Tann Singapore LLP Tan Beng Hwee Paul of Rajah & Tann Singapore LLP Daniel Gaw Wai Ming of Rajah & Tann Singapore LLP
BQQ	Defendant, Claimant	Corporation	Tribunal's jurisdictional ruling upheld	Won	Toh Wei Yi of Eversheds Harry Elias LLP Poon Pui Yee of Eversheds Harry Elias LLP Hee Theng Fong of Eversheds Harry Elias LLP Leong Shan Wei Jaclyn of Eversheds Harry Elias LLP Teo Teresa Kirsten of Eversheds Harry Elias LLP

3. Judges

Judge Name	Title	Delivered Judgment
Quentin Loh	Judge	Yes

4. Counsels

Counsel Name	Organization
Zhuang Wenxiong	Rajah & Tann Singapore LLP
Tan Beng Hwee Paul	Rajah & Tann Singapore LLP
Daniel Gaw Wai Ming	Rajah & Tann Singapore LLP
Toh Wei Yi	Eversheds Harry Elias LLP
Poon Pui Yee	Eversheds Harry Elias LLP
Hee Theng Fong	Eversheds Harry Elias LLP
Leong Shan Wei Jaclyn	Eversheds Harry Elias LLP
Teo Teresa Kirsten	Eversheds Harry Elias LLP

4. Facts

The Plaintiff and the Defendant had commercial dealings in the forestry industry since at least 2003.
The parties entered into a Master Agreement on 18 September 2009.
The Master Agreement included the Round Logs Supply Memorandum of Agreement (RLS MOA).
The RLS MOA contained a Singapore International Arbitration Centre (SIAC) arbitration clause.
The parties subsequently entered into a Merchantability Wood Agreement (MWA) on 10 December 2009.
The MWA contained an Indonesian National Board of Arbitration (BANI) arbitration clause.
A dispute arose, and the Defendant commenced SIAC arbitration proceedings against the Plaintiff.
The Plaintiff challenged the tribunal's jurisdiction, arguing that the RLS MOA had been superseded by the MWA.

5. Formal Citations

BQP v BQQ, Originating Summons No 534 of 2016, [2018] SGHC 55

6. Timeline

Date	Event
2003-01-01	Commercial dealings between the Plaintiff, the Defendant, and their affiliates began in the forestry industry.
2009-08-30	The group of companies to which the Defendant belongs and CAH, an affiliate of the Plaintiff, entered into a Memorandum of Understanding.
2009-09-18	The Plaintiff and the Defendant signed a Master Agreement.
2009-09-18	The Plaintiff and the Defendant signed the JOA MOA.
2009-09-18	The Plaintiff and the Defendant signed the Shares MOA.
2009-09-18	The Plaintiff and the Defendant signed the RLS MOA.
2009-09-18	The Plaintiff and PER, an affiliate of the Defendant, entered into a Commission Entitlement Agreement.
2009-12-10	The Defendant and SUM entered into the Merchantability Wood Agreement.
2009-12-10	The Defendant and LES entered into a performance bond.
2014-11-03	The Defendant and PER commenced SIAC arbitration proceedings against the Plaintiff and SUM in Singapore.
2015-03-13	Procedural Order No 1 issued by the Tribunal.
2016-04-29	The Tribunal issued the Award.
2016-01-01	Originating Summons No 534 of 2016 was filed.
2017-06-27	Oral arguments were heard.
2017-09-27	The court dismissed the Plaintiff’s challenge on the Award.
2017-09-27	The court gave brief oral grounds dismissing the Plaintiff's challenge on the Award.
2017-01-01	Summons No 4722 of 2017 was filed.
2017-11-20	Hearing for Summons No 4722 of 2017.
2017-12-11	Parties filed further simultaneous written submissions.
2017-12-18	Parties filed written reply submissions.
2018-03-14	The court dismissed the Plaintiff’s application in SUM 4722/2017 for leave to appeal and gave the full grounds for the decision.

7. Legal Issues

Jurisdiction of Arbitral Tribunal
- Outcome: The court held that the arbitral tribunal had jurisdiction to hear the disputes.
- Category: Jurisdictional
- Sub-Issues:
  - Supersession of arbitration agreements
  - Interpretation of contract clauses
Admissibility of Pre-Contractual Negotiations
- Outcome: The court declined to grant leave to appeal on the question of admissibility of pre-contractual negotiations, finding no general principle to be decided for the first time or question of public importance.
- Category: Procedural

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Arbitration
Commercial Litigation

11. Industries

Forestry

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Xia Zhengyan v Geng Changqing	Court of Appeal	Yes	[2015] 3 SLR 732	Singapore	Cited as a case that left open the question of whether pre-contractual negotiations were admissible in evidence to construe written agreements.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd	Court of Appeal	Yes	[2013] 4 SLR 193	Singapore	Cited as a case that left open the question of whether pre-contractual negotiations were admissible in evidence to construe written agreements.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Cited as a case that left open the question of whether pre-contractual negotiations were admissible in evidence to construe written agreements.
Lee Kuan Yew v Tang Liang Hong	N/A	Yes	[1997] 2 SLR(R) 862	Singapore	Cited for the three limbs an applicant seeking leave to appeal must demonstrate.
Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd	Court of Appeal	Yes	[2015] 5 SLR 1187	Singapore	Cited as a case that left open the question of whether pre-contractual negotiations were admissible in evidence to construe written agreements.
HSBC Trustee (Singapore) Ltd v Lucky Realty Co Pte Ltd	N/A	Yes	[2015] 3 SLR 885	Singapore	Cited for the principle that there is only one body of principles applicable to construing contracts in Singapore law.
Browne v Dunn	N/A	Yes	(1893) 6 R 67	N/A	Cited as an example of a common law concept that may not make sense to a businessman from a civil law country.

13. Applicable Rules

Rule Name
SIAC Rules
SIAC Rules 2013, Rule 16.2

14. Applicable Statutes

Statute Name	Jurisdiction
International Arbitration Act (Cap 143A, 2002 Rev Ed)	Singapore
International Arbitration Act (Cap 143A, 2002 Rev Ed), s 10	Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed), Order 69A	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Arbitration
Jurisdiction
Pre-contractual negotiations
Round Logs Supply Memorandum of Agreement
Merchantability Wood Agreement
SIAC
BANI
Definite legal agreement
Onshore agreement
Offshore agreement

15.2 Keywords

arbitration
jurisdiction
contract law
Singapore
SIAC
BANI
forestry
pre-contractual negotiations

17. Areas of Law

Area Name	Relevance Score
International Arbitration	95
Arbitration	90
Jurisdiction	85
Evidence	70
Contract Law	60

16. Subjects

Arbitration
Contractual Interpretation
Jurisdiction