A Co v D: Stay of Proceedings in Favor of Arbitration and Case Management Stay
A co, H Co, and C Co, the plaintiffs, brought a suit against D and E, the defendants, alleging breach of fiduciary duties. The defendants applied for a stay of proceedings in favor of arbitration under Section 6 of the International Arbitration Act or, alternatively, a case management stay. The High Court of Singapore, presided over by Assistant Registrar Tan Teck Ping Karen, declined to grant a stay on either ground. The court found that the defendants were not parties to the arbitration agreement and that a case management stay was inappropriate due to the defendants' inconsistent positions in related proceedings.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Stay pursuant to section 6 of the International Arbitration Act and a case management stay are not granted.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Application to stay proceedings in favor of arbitration. The court declined to grant a stay of proceedings on both grounds advanced.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Teck Ping Karen | Assistant Registrar | Yes |
4. Counsels
4. Facts
- A co is a joint venture company between F co and G co.
- D is the Executive Chairman and CEO of G co and a director and Chairman of A co.
- E is the son of D and a director of A co.
- F co was granted leave to bring an action against D & E on behalf of A co, H co, and C co for breach of fiduciary duties.
- D & E applied for a stay of proceedings in favor of arbitration or a case management stay.
- D & E are not signatories to the investment agreement which contains the arbitration agreement.
- A co filed an application seeking a declaration that the arbitral tribunal in ARB XA has no jurisdiction to hear the dispute in accordance with the Expedited Procedure.
5. Formal Citations
- A co and others v D and another, Suit No 102 of 2018, [2018] SGHCR 9
6. Timeline
| Date | Event |
|---|---|
| Investment agreement entered into | |
| E resigned as managing director of C co | |
| F co granted leave to bring action against D & E | |
| Hearing date | |
| Hearing date | |
| Hearing date | |
| Hearing date | |
| Judgment reserved |
7. Legal Issues
- Stay of Proceedings
- Outcome: The court declined to grant a stay of proceedings under Section 6 of the International Arbitration Act or a case management stay.
- Category: Procedural
- Sub-Issues:
- Applicability of arbitration agreement to non-signatories
- Case management stay pending arbitration
- Breach of Fiduciary Duty
- Outcome: The court did not make a ruling on the breach of fiduciary duty itself, as the application concerned a stay of proceedings.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Failure to disclose interest in related party transactions
8. Remedies Sought
- Stay of Proceedings in favor of arbitration
- Case Management Stay
9. Cause of Actions
- Breach of Fiduciary Duty
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Investment Holding
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The Titan Unity | High Court | Yes | [2014] SGHCR 4 | Singapore | Cited for the principle that parties can impliedly consent to form an agreement to arbitrate where this has been clearly and unequivocally shown to be the parties’ objective intention. |
| Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals | Court of Appeal | Yes | [2016] 1 SLR 373 | Singapore | Cited for principles guiding the court's decision on whether to grant a case management stay when a dispute falls partly under arbitration and partly under court proceedings. |
| Tembusu Growth Fund v ACTAtek Inc | High Court | Yes | [2017] SGHC 251 | Singapore | Cited regarding the requirement for a party seeking to rely on a right derived from the Contracts (Rights of Third Parties) Act to expressly state this. |
| Straits Advisors Pte Ltd v Michael Deeb (alias Magdi Salah El-Deeb) and others | High Court | Yes | [2014] SGHC 94 | Singapore | Cited regarding the requirement for a party seeking to rely on a right derived from the Contracts (Rights of Third Parties) Act to expressly state this. |
| Columbia Asia Healthcare Sdn Bhd and another v Hong Hin Kit Edward and another and other suits | High Court | Yes | [2014] 3 SLR 87 | Singapore | Cited for the two-limb test under the Contracts (Rights of Third Parties) Act for determining whether a third party can enforce a contractual term. |
| Gulf Hibiscus Ltd v Rex International Holding Ltd and another | High Court | Yes | [2017] SGHC 210 | Singapore | Cited regarding the granting of a stay of court proceedings on condition that if the tiered dispute resolution was not triggered within three months or an arbitration not commenced within give months from the date of the judgment, the parties would be at liberty to apply to the court to lift the stay. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A) | Singapore |
| Companies Act (Cap. 50) | Singapore |
| Contracts (Rights of Third Parties) Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration Agreement
- Stay of Proceedings
- Case Management Stay
- Fiduciary Duty
- Related Party Transactions
- International Arbitration Act
- Investment Agreement
- Derivative Action
15.2 Keywords
- arbitration
- stay of proceedings
- fiduciary duty
- case management
- companies act
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 90 |
| Case Management Stay | 80 |
| Fiduciary Duties | 70 |
| Company Law | 70 |
| Derivative action | 60 |
| International Arbitration Act | 50 |
| Jurisdiction | 50 |
| Litigation | 50 |
| Inherent Powers of Court | 40 |
| Contract Law | 30 |
16. Subjects
- Arbitration
- Company Law
- Civil Procedure