Himalaya Food International Ltd v Simplot India LLC: Setting Aside Arbitral Award for Exceeding Scope of Submission
In Himalaya Food International Ltd v Simplot India LLC, the Singapore High Court dismissed Himalaya Food International Ltd's application to set aside an arbitral award. The court, presided over by Andre Maniam JC, held on October 16, 2020, that the arbitral tribunal did not exceed the scope of its jurisdiction by considering the issue of product quality in determining whether Himalaya Food International Ltd had breached warranties under a master agreement. The court found that the issue of product quality was within the scope of the arbitration agreement and that the parties had, by their conduct, conferred jurisdiction on the tribunal to deal with that issue.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Application dismissed with costs.
1.3 Case Type
Arbitration
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court dismisses application to set aside arbitral award. The court found the tribunal did not exceed its jurisdiction by considering product quality.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Himalaya Food International Ltd | Plaintiff, Respondent | Corporation | Application dismissed with costs | Lost | Goh Siong Pheck Francis, Toh Wei Qing Geraldine |
| Simplot India LLC | Defendant, Applicant | Corporation | Successful defense of arbitral award | Won | Prakash Pillai, Koh Junxiang, Charis Toh Si Ying |
| Simplot India Foods Pvt Ltd | Defendant, Applicant | Corporation | Successful defense of arbitral award | Won | Prakash Pillai, Koh Junxiang, Charis Toh Si Ying |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andre Maniam | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Goh Siong Pheck Francis | Harry Elias Partnership LLP |
| Toh Wei Qing Geraldine | Harry Elias Partnership LLP |
| Prakash Pillai | Clasis LLC |
| Koh Junxiang | Clasis LLC |
| Charis Toh Si Ying | Clasis LLC |
4. Facts
- Himalaya Food International Ltd (HIL) and Simplot entered into a shareholders agreement in 2001.
- In 2012, HIL and Simplot entered into a master agreement (MA) regarding potato processing equipment (PPE).
- Simplot initiated arbitration against HIL, alleging breaches of the MA.
- The arbitral tribunal found that HIL had breached clauses 9.01(e) and 9.01(g) of the MA.
- HIL applied to set aside the arbitral award, arguing that the tribunal exceeded the scope of submission to arbitration.
- The tribunal awarded Simplot damages including US$1,395,334 for the PPE Main Line, US$597,484 for the Specialty Line, and US$158,180 for loss on potato crop.
5. Formal Citations
- Himalaya Food International Ltd v Simplot India LLC and another, Originating Summons No 760 of 2020, [2020] SGHC 222
6. Timeline
| Date | Event |
|---|---|
| Shareholders agreement entered into between Himalaya Food International Ltd and Simplot India LLC. | |
| Master agreement entered into between Simplot, Himalaya Food International Ltd, and Himalya Simplot Pvt Ltd. | |
| Simplot gave notice of arbitration to Himalaya Food International Ltd. | |
| Arbitral award issued. | |
| Memorandum of correction to arbitral award issued. | |
| Judgment issued. |
7. Legal Issues
- Scope of Submission to Arbitration
- Outcome: The court held that the tribunal did not exceed the scope of submission to arbitration by considering the issue of product quality.
- Category: Jurisdictional
- Sub-Issues:
- Tribunal exceeding its jurisdiction
- Consideration of issues not within the arbitration agreement
- Setting Aside Arbitral Award
- Outcome: The court held that there was no basis for setting aside the arbitral award.
- Category: Procedural
- Sub-Issues:
- Grounds for setting aside
- Error of law vs. exceeding scope of submission
8. Remedies Sought
- Setting Aside of Arbitral Award
9. Cause of Actions
- Breach of Contract
- Breach of Warranty
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Food Processing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sui Southern Gas Co Ltd v Habibullah Coastal Power Co (Pte) Ltd | Court of Appeal | Yes | [2010] 3 SLR 1 | Singapore | Cited for the principle that an erroneous decision by an arbitral tribunal does not justify setting aside the award, as it would be tantamount to allowing a right of appeal. |
| Soh Beng Tee & Co Pte Ltd v Fairmount Development Pte Ltd | Court of Appeal | Yes | [2007] 3 SLR(R) 86 | Singapore | Cited for the principle that there is generally no right of appeal from an arbitral award. |
| CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBK | Court of Appeal | Yes | [2011] 4 SLR 305 | Singapore | Cited for the principle that a mere error of law or fact does not constitute a valid ground for setting aside an arbitral award. |
| PT Prima International Development v Kempinski Hotels SA and other appeals | Court of Appeal | Yes | [2012] 4 SLR 98 | Singapore | Cited for the principle that an arbitral tribunal has no jurisdiction to resolve disputes which have not been referred to it in the submission to arbitration, unless the parties consent to the new dispute. |
| Gleeson v J Wippell & Co Ltd | Not specified | Yes | [1977] 1 WLR 510 | England and Wales | Cited for the principle that a court does not hear expert evidence on what the law of England is, or what the rights of parties are under that law. |
13. Applicable Rules
| Rule Name |
|---|
| UNCITRAL Model Law on International Commercial Arbitration |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitral Award
- Scope of Submission
- Production Requirements
- Fitness for Purpose
- Potato Processing Equipment
- Master Agreement
- Shareholders Agreement
- Quality of Product
15.2 Keywords
- arbitration
- setting aside
- scope of submission
- contract
- potato processing equipment
- quality
- breach of warranty
16. Subjects
- Arbitration
- Contract Law
- Commercial Law
17. Areas of Law
- Arbitration Law
- Contract Law
- International Commercial Arbitration