BNA v BNB: Jurisdictional Challenge in SIAC Arbitration under International Arbitration Act
In BNA v BNB and BNC, the Singapore High Court addressed an application by BNA under Section 10(3) of the International Arbitration Act, seeking a declaration that a SIAC-appointed tribunal lacked jurisdiction over a dispute arising from a Takeout Agreement. The court, presided over by Justice Vinodh Coomaraswamy, dismissed the application, holding that the tribunal had jurisdiction. The court determined that Singapore law was the proper law of the arbitration agreement, thereby validating the tribunal's jurisdiction.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Plaintiff's application dismissed with costs; tribunal has jurisdiction to arbitrate the parties’ dispute.
1.3 Case Type
Arbitration
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court addresses a jurisdictional challenge in a SIAC arbitration, focusing on the proper law of the arbitration agreement and the validity of the arbitration clause.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
4. Facts
- The plaintiff applied to declare that a SIAC-appointed tribunal lacked jurisdiction.
- The dispute arose from a Takeout Agreement between the plaintiff and the first defendant.
- An addendum modified the Takeout Agreement, with the second defendant taking over the first defendant’s obligations.
- Article 14 of the Takeout Agreement specified PRC law as the governing law and provided for SIAC arbitration in Shanghai.
- The tribunal decided, by a majority, that it had jurisdiction because the arbitration was seated in Singapore.
- The plaintiff argued that the arbitration agreement was invalid under PRC law.
5. Formal Citations
- BNA v BNB and another, Originating Summons No 938 of 2017, [2019] SGHC 142
6. Timeline
| Date | Event |
|---|---|
| Plaintiff entered into the Takeout Agreement with the first defendant. | |
| All three parties agreed to modify the Takeout Agreement by entering into an addendum. | |
| Defendants commenced arbitration against the plaintiff by lodging a notice of arbitration with the SIAC. | |
| Hearing took place. | |
| Hearing took place. | |
| Judgment issued. |
7. Legal Issues
- Jurisdiction of Arbitral Tribunal
- Outcome: The court held that the arbitral tribunal had jurisdiction.
- Category: Jurisdictional
- Sub-Issues:
- Validity of arbitration agreement
- Proper law of arbitration agreement
- Seat of arbitration
8. Remedies Sought
- Declaratory Judgment
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| BCY v BCZ | High Court | Yes | [2017] 3 SLR 357 | Singapore | Cited for the principle that the court undertakes a de novo review of the issue of whether an arbitral tribunal has jurisdiction over any particular dispute. |
| Sanum Investments Ltd v Government of the Lao People’s Democratic Republic | Court of Appeal | Yes | [2016] 5 SLR 536 | Singapore | Cited regarding the court not being bound to accept or take into account the arbitral tribunal’s findings on the matter of jurisdiction. |
| Sulamérica Cia Nacional de Seguros SA and others v Enesa Engelharia SA and others | English Court of Appeal | Yes | [2013] 1 WLR 102 | England and Wales | Cited for the three-stage inquiry in determining the proper law of an arbitration agreement. |
| BMO v BMP | High Court | Yes | [2017] SGHC 127 | Singapore | Cited for the three-stage inquiry in determining the proper law of an arbitration agreement. |
| Insigma Technology Co Ltd v Alstom Technology Ltd | Court of Appeal | Yes | [2009] 3 SLR(R) 936 | Singapore | Cited for the principles for construing an arbitration agreement. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | High Court | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the contextual approach to contractual construction. |
| BQP v BQQ | High Court | Yes | [2018] 4 SLR 1364 | Singapore | Discussed regarding the admissibility of evidence of pre-contractual negotiations in arbitration. |
| Wartsila Singapore Pte Ltd v Lau Yew Choong and another suit | High Court | Yes | [2017] 5 SLR 268 | Singapore | Cited for the principle that courts endeavor to give effect to agreements, and not render them nugatory. |
| PT Garuda Indonesia v Birgen Air | Court of Appeal | Yes | [2002] 1 SLR(R) 401 | Singapore | Cited for the distinction between the place of arbitration and the venue of hearing. |
| Hilton International Manage (Maldives) Pvt Ltd v Sun Travels & Tours Pvt Ltd | High Court | Yes | [2018] SGHC 56 | Singapore | Cited regarding the Singapore International Arbitration Centre without stating a geographical place does not automatically make Singapore the seat of the arbitration. |
| Naviera Amazonica Peruana SA v Compania International de Seguros del Peru | Unknown | Yes | [1988] 1 Lloyd’s Rep 116 | England and Wales | Cited for the distinction between the legal seat of an arbitration with the geographically convenient place for holding hearings. |
13. Applicable Rules
| Rule Name |
|---|
| Arbitration Rules of the Singapore International Arbitration Centre (5th Edition, 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
- Arbitration agreement
- Proper law
- Seat of arbitration
- SIAC
- Jurisdiction
- Takeout Agreement
- Addendum
- Three-stage inquiry
- Separability
- Validation principle
15.2 Keywords
- Arbitration
- Jurisdiction
- Singapore
- SIAC
- Contract Law
- International Arbitration Act
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| International Arbitration Act | 80 |
| Contract Law | 70 |
| Proper Law | 65 |
| Jurisdiction | 60 |
| International Commercial Law | 50 |
16. Subjects
- Arbitration
- Contract Law
- Conflict of Laws