Bloomberry v Global Gaming: Setting Aside & Enforcement of Singapore Arbitration Award on Wrongful Termination

Bloomberry Resorts and Hotels Inc and Sureste Properties Inc (collectively, "Bloomberry") applied to the High Court of the Republic of Singapore to set aside an arbitration award in favour of Global Gaming Philippines LLC and GGAM Netherlands B.V. (collectively, "GGAM") regarding the wrongful termination of a Management Services Agreement. Bloomberry also challenged the enforcement of the award. The High Court dismissed both applications, finding no grounds to set aside or resist enforcement of the award.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Applications dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court dismisses Bloomberry's application to set aside and resist enforcement of an arbitration award related to a wrongful termination.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Bloomberry Resorts and Hotels IncPlaintiff, RespondentCorporationApplications dismissedLost
Sureste Properties, IncPlaintiff, RespondentCorporationApplications dismissedLost
Global Gaming Philippines LLCDefendant, PlaintiffCorporationApplications dismissedWon
GGAM Netherlands B.V.Defendant, PlaintiffCorporationApplications dismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJudgeYes

4. Counsels

Counsel NameOrganization
Daryl WongWongPartnership LLP
Lionel LeoWongPartnership LLP
Alvin YeoWongPartnership LLP
Cavinder BullDrew & Napier LLC
Aaron Lee Teck ChyeAllen & Gledhill LLP
Marc MaloneAllen & Gledhill LLP

4. Facts

  1. Bloomberry and GGAM entered into a Management Services Agreement (MSA) in 2011 for the development and operation of the Solaire Resort & Casino in the Philippines.
  2. GGAM was granted an option to purchase up to 10% of the shares in Bloomberry Resorts Corporation (BRC).
  3. GGAM exercised the option and purchased shares in BRC in December 2012.
  4. Bloomberry terminated the MSA in 2013, alleging breaches of contract by GGAM.
  5. GGAM commenced arbitration against Bloomberry for wrongful termination of the MSA.
  6. An arbitral tribunal issued a Partial Award in favor of GGAM, finding that Bloomberry had wrongfully terminated the MSA.
  7. GGAM sought to sell its shares in BRC, but Bloomberry obtained a preliminary injunction from a Philippine court restraining the sale.
  8. The arbitral tribunal issued an Interim Measures Order superseding the Philippine court's injunction and allowing GGAM to deal with the shares.
  9. Bloomberry continued to block GGAM's sale of the shares despite the Interim Measures Order and the Partial Award.
  10. The arbitral tribunal issued a Final Award ordering Bloomberry to pay GGAM damages for lost management fees and for wrongful interference with the shares.
  11. The Final Award included a 'Constructive Remedy' requiring Bloomberry to buy the shares from GGAM at a specified value.

5. Formal Citations

  1. Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another, Originating Summons Nos 1385 of 2019 and 1257 of 2019 (Summons No 6218 of 2019), [2020] SGHC 113

6. Timeline

DateEvent
Management Services Agreement signed.
GGAM Philippines exercised the Option and purchased PMTC’s shares in BRC.
Solaire opened.
Bloomberry sent a letter to GGAM listing GGAM’s alleged breaches of contract and stating its intention to terminate the MSA.
Bloomberry issued to GGAM a notice of termination.
GGAM commenced the Arbitration against Bloomberry.
Philippine Stock Exchange suspended all trading in respect of BRC shares at BRC’s request.
Bloomberry and PMHI filed with the RTC a petition seeking writs of preliminary injunction and attachment with regard to GGAM’s sale of the Shares.
RTC granted a temporary order restraining the disposition of the Shares for a 20-day period.
RTC issued a preliminary injunction order restraining GGAM from selling or transferring the Shares.
RTC issued writs of preliminary injunction and attachment pursuant to the RTC Order.
GGAM applied to the Philippine Court of Appeals to reverse the RTC Order and to cancel the preliminary injunction and preliminary attachment.
The Tribunal was constituted.
The Tribunal issued the Interim Measures Order to supersede the RTC Order and vacate the RTC’s writs of preliminary injunction and attachment.
GGAM filed with the RTC a manifestation drawing attention to the IM Order and asking the court to implement it.
GGAM filed a manifestation and motion in the Philippine Court of Appeals seeking to annul the RTC Order.
Bloomberry filed an opposition to this manifestation and motion with the Philippine Court of Appeals.
The Philippine Court of Appeals held that GGAM’s 11 March 2014 appeal for review was “rendered moot and academic by the Arbitral Tribunal’s Order”.
Bloomberry filed a motion to the Philippine Court of Appeals seeking clarification on a statement in the resolution dated 29 May 2015.
The Philippine Court of Appeals issued a second resolution reiterating its resolution dated 29 May 2015.
The Philippine Court of Appeals issued a judgment making final the 29 May 2015 resolution.
The Tribunal issued the Partial Award, deciding that Bloomberry’s termination of the MSA constituted a breach of the MSA.
BRC disclosed to the PSE information regarding the enforcement of the Arbitral Tribunal award.
GGAM’s counsel in the Arbitration asked Bloomberry’s counsel for their response to Deutsche Bank’s question regarding unfreezing the BRC shares held by GGAM and releasing the dividends paid by BRC on those shares.
Bloomberry renewed the bonds ordered in February 2014 by the RTC in connection with the RTC Order.
GGAM’s counsel wrote to Bloomberry’s counsel requesting that Bloomberry take action to assure that GGAM can sell its shareholdings in Bloomberry Resort Corporation.
Bloomberry’s counsel replied to GGAM’s counsel.
GGAM renewed its request that Bloomberry allow GGAM to sell the Shares.
Bloomberry responded to GGAM’s letter.
Hearing on remedies took place.
The Tribunal issued the Final Award.
GGAM sought leave to enforce the Final Award in OS 1257.
The court granted leave to enforce the Final Award.
Hearing on remedies took place.
Hearing.
Hearing.
Hearing.
Judgment reserved.

7. Legal Issues

  1. Scope of Arbitration Agreement
    • Outcome: The court held that the Constructive Remedy was within the scope of the arbitration agreement.
    • Category: Jurisdictional
    • Sub-Issues:
      • Whether the 'Constructive Remedy' ordered in the Final Award relates to matters outside the scope of the parties’ submission to arbitration
      • Whether the Tribunal has the power to make orders to redress non-compliance with the Interim Measures Order and the Partial Award
    • Related Cases:
      • [2016] 1 SLR 373
      • [2011] 4 SLR 305
      • [2009] 4 SLR(R) 732
  2. Breach of Natural Justice
    • Outcome: The court held that there was no breach of natural justice.
    • Category: Procedural
    • Sub-Issues:
      • Refusal to consider material evidence
      • Refusal to apply mind to demonstration of procedural fraud
      • Deliberate concealments in document production
    • Related Cases:
      • [2020] 1 SLR 695
      • [2008] 3 SLR(R) 871
  3. Public Policy
    • Outcome: The court held that the grant of damages to GGAM Netherlands was not contrary to public policy.
    • Category: Substantive
    • Sub-Issues:
      • Whether the grant of damages to GGAM Netherlands is contrary to the public policy of Singapore because it upholds tax evasion fraud in the Philippines

8. Remedies Sought

  1. Setting Aside of Arbitration Award
  2. Resisting Enforcement of Arbitration Award

9. Cause of Actions

  • Breach of Contract
  • Wrongful Termination
  • Wrongful Interference

10. Practice Areas

  • Arbitration
  • Commercial Litigation

11. Industries

  • Hospitality
  • Gaming

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and anotherHigh CourtYes[2020] SGHC 1SingaporeThe High Court's decision in this case dismissed Bloomberry's applications to set aside and resist enforcement of the Partial Award. The current judgment refers to this decision and distinguishes itself by addressing additional grounds for setting aside the Final Award.
Tomolugen Holdings and another v Silica Investors Ltd and other appealsCourt of AppealYes[2016] 1 SLR 373SingaporeCited for the proposition that there are boundaries to an arbitral tribunal’s power to grant relief even if the parties agree to it; these include public policy considerations and situations which engage the rights of third parties who are not bound by the arbitration agreement in question.
CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBKCourt of AppealYes[2011] 4 SLR 305SingaporeCited for the legal principles underlying the application under Art 34(2)(a)(iii) of the Model Law.
Tjong Very Sumito and others v Antig Investments Pte LtdHigh CourtYes[2009] 4 SLR(R) 732SingaporeCited for the proposition that the court will interpret the word “dispute” broadly and “will readily find that a dispute exists unless the defendant has unequivocally admitted that the claim is due”.
PT First Media TBK (formerly known as PT Broadband Multimedia TBK) v Astro Nusantara International BV and others and another appealCourt of AppealYes[2014] 1 SLR 372SingaporeCited regarding the right to resist enforcement before the RTC, which is a passive remedy and an inalienable right inherent in the IAA, the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and international arbitration practice.
PT Pukuafu Indah & Ors v Newmont Indonesia Ltd & AnorCourt of AppealYes[2012] 4 SLR 1157SingaporeCited regarding the IM Order made by the Tribunal in a Singapore-seated arbitration was self-executing in Singapore in the sense that it could not be challenged under s 24 of the IAA or Art 34 of Model Law as these provisions extend only to an “award”.
PH Hydraulics & Engineering Pte Ltd v Airtrust (Hong Kong) LtdCourt of AppealYes[2017] 2 SLR 129SingaporeCited for the observation that “compensatory damages … are assessed by reference to the plaintiff’s pecuniary loss”, while “punitive damages … are awarded against a wrongdoer as a form of punishment”.
China Machine New Energy Corp v Jaguar Energy Guatemala LLC and anotherCourt of AppealYes[2020] 1 SLR 695SingaporeClarified the principles governing s 24(b) of the IAA and Art 34(2)(a)(ii) of the Model Law.
Dongwoo Mann+Hummel Co Ltd v Mann+Hummel GmbHHigh CourtYes[2008] 3 SLR(R) 871SingaporeCited regarding the concealment and non-disclosure of documents.
L W Infrastructure Pte Ltd v Lim Chin San Contractors Pte LtdHigh CourtYes[2013] 1 SLR 125SingaporeCited regarding prejudice.
BLC and others v BLB and anotherHigh CourtYes[2014] 4 SLR 79SingaporeCited regarding the court is not to intervene to set aside an award on the basis of mere errors of law or fact.
Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte LtdHigh CourtYes[2014] 4 SLR 832SingaporeCited regarding an agent cannot be bound by an arbitration agreement signed by the principal.
BCBC Singapore Pte Ltd and another v PT Bayan Resources TBK and anotherCourt of AppealYes[2016] 4 SLR 1SingaporeCited regarding a court will not uphold a contract or transaction entered into for the object and purpose that would involve breaching the law in a foreign and friendly state.
BAZ v BBAHigh CourtYes[2018] SGHC 275SingaporeCited regarding this is a narrow ground that requires an outcome that would “shock the conscience” or would be contrary to “the forum’s most basic notion of morality and justice”.
Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) LtdCourt of AppealYes[2019] 2 SLR 131SingaporeCited regarding the Tribunal’s findings of fact are binding on Bloomberry and cannot be reopened by this court.

13. Applicable Rules

Rule Name
UNCITRAL Arbitration Rules (as revised in 2010)
Special Rules of Court on Alternative Dispute Resolution

14. Applicable Statutes

Statute NameJurisdiction
International Arbitration Act (Cap 143A, Rev Ed 2002)Singapore
UNCITRAL Model Law on International Commercial ArbitrationSingapore
Civil CodePhilippines
Alternative Dispute Resolution Act of 2004, Philippines Republic Act No. 9285Philippines

15. Key Terms and Keywords

15.1 Key Terms

  • Management Services Agreement
  • Shares
  • Interim Measures Order
  • Partial Award
  • Final Award
  • Constructive Remedy
  • Wrongful Termination
  • Wrongful Interference
  • Philippine Stock Exchange
  • Philippine Court of Appeals
  • Regional Trial Court

15.2 Keywords

  • arbitration
  • enforcement
  • setting aside
  • wrongful termination
  • management services agreement
  • singapore
  • international arbitration

17. Areas of Law

Area NameRelevance Score
Arbitration95
Enforcement of Foreign Judgments80
Breach of Contract60
Contract Law60
Commercial Disputes40
Commercial Law40
International Commercial Law20
Estoppel20
Corporate Law10

16. Subjects

  • Arbitration
  • Contract Law
  • Enforcement of Arbitral Awards