ST Group Co Ltd v Sanum Investments: Enforcement of Arbitration Award & Scope of Arbitration Agreement
The Singapore Court of Appeal heard two appeals, Civil Appeal No 113 of 2018 and Civil Appeal No 114 of 2018, arising from a decision regarding the enforcement of an arbitration award. Sanum Investments Limited, a Macau-based gaming company, sought to enforce a US$200 million SIAC arbitration award against ST Group Co Ltd, Sithat Xaysoulivong, ST Vegas Co Ltd, and ST Vegas Enterprise Ltd. The court allowed the appeal of ST Group Co Ltd, Sithat Xaysoulivong, and ST Vegas Co Ltd, setting aside the Leave Order, and dismissed the appeal of Sanum Investments Limited. The court determined that the arbitration was wrongly seated in Singapore and should have been seated in Macau, thus the award should not be enforced in Singapore.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Civil Appeal No 113 of 2018 allowed; Leave Order granted to Sanum Investments Limited set aside. Civil Appeal No 114 of 2018 dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal judgment regarding the enforcement of a US$200m SIAC arbitration award. The court addressed the scope of the arbitration agreement and the proper seat of arbitration.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sanum Investments Limited | Respondent, Appellant | Corporation | Appeal Dismissed | Lost | |
| ST Group Co Ltd | Appellant | Corporation | Appeal Allowed | Won | |
| Sithat Xaysoulivong | Appellant | Individual | Appeal Allowed | Won | |
| ST Vegas Co Ltd | Appellant | Corporation | Appeal Allowed | Won | |
| ST Vegas Enterprise Ltd | Respondent | Corporation | Other | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Justice of the Court of Appeal | Yes |
| Quentin Loh | Judge | No |
4. Counsels
4. Facts
- Sanum and ST Group entered into a Master Agreement in 2007 for a joint venture in the gaming industry.
- The Master Agreement included a dispute resolution clause specifying arbitration in Macau.
- A dispute arose over the turnover of the Thanaleng Slot Club to Sanum.
- Sanum initiated arbitration in Singapore under SIAC rules, claiming breaches of the Master Agreement and other related agreements.
- The arbitral tribunal awarded Sanum US$200 million in damages.
- The Lao Parties objected to the SIAC arbitration, arguing it was not in conformity with the Master Agreement.
- The court found that the arbitration was wrongly seated in Singapore instead of Macau, as stipulated in the Master Agreement.
5. Formal Citations
- ST Group Co Ltd and others v Sanum Investments Limited and another appeal, Civil Appeals Nos 113 and 114 of 2018, [2019] SGCA 65
6. Timeline
| Date | Event |
|---|---|
| Mr. John Baldwin met Mr. Sithat and Mr. Xaya to discuss potential business collaboration. | |
| Master Agreement executed between ST Group and Sanum. | |
| Sanum entered into a Participation Agreement with STV Enterprise. | |
| Sanum and ST Vegas entered into the Temporary Thanaleng Participation Agreement. | |
| Sanum entered into the First Expansion Agreement with ST Group. | |
| Sanum, ST Vegas, and ST Group entered into the Second Expansion Agreement. | |
| Original turnover date for the Thanaleng Slot Club. | |
| Sanum initiated arbitral proceedings against ST Group and ST Vegas before the Organisation of Economic Dispute Resolution. | |
| ST Group and affiliated companies declared all agreements relating to the Thanaleng Slot Club terminated. | |
| ST Vegas locked the doors of the Thanaleng Slot Club. | |
| The Organisation of Economic Dispute Resolution dismissed the claim filed by Sanum. | |
| ST Vegas commenced proceedings against Sanum in the Vientiane People’s Court. | |
| The Vientiane People’s Court issued a judgment in favor of ST Vegas and dismissed the counterclaim. | |
| The People’s Supreme Court delivered a judgment which affirmed the decision of the Vientiane People’s Court. | |
| Sanum filed a request for mediation with the Singapore International Mediation Centre. | |
| Sanum commenced arbitration proceedings under the rules of the Singapore International Arbitration Centre. | |
| The Tribunal rendered its final award. | |
| Sanum obtained leave of court to enforce the Award in Singapore. | |
| The Lao Parties filed applications challenging the Leave Order. | |
| The Lao Parties filed applications challenging the Leave Order. | |
| Civil Appeals Nos 113 and 114 heard in Court of Appeal. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Enforcement of Arbitration Award
- Outcome: The court refused enforcement of the award due to the incorrect seating of the arbitration in Singapore instead of Macau.
- Category: Substantive
- Sub-Issues:
- Incorrect seating of arbitration
- Incorrect composition of arbitral tribunal
- Scope of Arbitration Agreement
- Outcome: The court determined that the dispute arose solely under the Master Agreement and clarified which parties were bound by it.
- Category: Substantive
- Sub-Issues:
- Interpretation of dispute resolution clause
- Parties to the agreement
- Validity of Multi-Tiered Arbitration Clause
- Outcome: The court upheld the validity of the arbitration clause, finding that the Lao Parties did not prove its invalidity under Lao law.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Enforcement of Arbitration 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 |
|---|---|---|---|---|---|
| Sanum Investments Limited v ST Group Co, Ltd and others | High Court | Yes | [2018] SGHC 141 | Singapore | The judgment under appeal. The Court of Appeal reviewed the High Court's decision on the enforcement of the arbitration award. |
| Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal | Court of Appeal | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited for the principle against the use of the presumption of similarity of foreign law where it may have the effect of depriving a party of the right to be heard on a decisive issue. |
| Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) Ltd | High Court | Yes | [2019] 4 SLR 995 | Singapore | Cited regarding estoppel and waiver in the context of setting aside an award, but distinguished as the present case concerns resisting enforcement. |
| Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) Ltd | Court of Appeal | Yes | [2019] 2 SLR 131 | Singapore | Cited for the principle that a party who objected to the jurisdiction of the tribunal but did not participate in the arbitration proceedings at all would still be able to rely on that objection in setting aside proceedings taken after the issue of the final award. |
| PT Garuda Indonesia v Birgen Air | Court of Appeal | Yes | [2002] 1 SLR(R) 401 | Singapore | Cited for the principle that a Singapore court only has the power to set aside an arbitration award if that arbitration was seated in Singapore. |
| Hilton International Manage (Maldives) Pvt Ltd v Sun Travels & Tours Pvt Ltd | High Court | Yes | [2018] SGHC 56 | Singapore | Cited for the principle that an agreement to arbitrate gives rise to a negative obligation not to set aside or otherwise actively attack an arbitral award in jurisdictions other than the seat of the arbitration. |
| A v B | English Courts | Yes | [2007] 1 Lloyd’s Rep 237 | England | Cited for the principle that an agreement as to the seat of the arbitration is analogous to an exclusive jurisdiction clause. |
| AQZ v ARA | Singapore High Court | Yes | [2015] 2 SLR 972 | Singapore | Cited for the distinction between the composition of the arbitral authority and arbitral procedure. |
13. Applicable Rules
| Rule Name |
|---|
| UNCITRAL Model Law on International Commercial Arbitration |
| Art 36(1) of the UNCITRAL Model Law on International Commercial Arbitration |
| Art 4 of the Model Law |
| Art 20(1) of the Model Law |
| Art 31(3) of the Model Law |
| Art 34 of the Model Law |
| Rule 6.1 of the SIAC Rules 2013 |
| Rule 9.1 of the SIAC Rules 2013 |
| Order 69A, Rule 6 of the Rules of Court (Cap 322, Rule 5) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act | Singapore |
| s 27(1) of the International Arbitration Act | Singapore |
| s 31(2) of the International Arbitration Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration Agreement
- Seat of Arbitration
- Enforcement of Award
- Master Agreement
- Thanaleng Slot Club
- Turnover Obligation
- SIAC
- Lao Law
- UNCITRAL Model Law
- Prejudice
- Party Autonomy
15.2 Keywords
- Arbitration
- Enforcement
- Singapore
- Macau
- Contract
- Dispute Resolution
- Gaming
- International Arbitration
17. Areas of Law
16. Subjects
- Arbitration
- Contract Law
- International Law
- Conflict of Laws