Carlsberg Breweries A/S v CSAPL (Singapore) Holdings: Stay of Proceedings in Loan Repayment Dispute Involving Arbitration Clause
In Carlsberg Breweries A/S v CSAPL (Singapore) Holdings Pte Ltd, the Singapore International Commercial Court addressed the defendant's application for a stay of proceedings in Suit No 5 of 2019, pending the final determination of Arbitration No 152 of 2019. The plaintiff, Carlsberg Breweries A/S, sought repayment of a loan under an Amended Loan Agreement, alleging breaches by the defendant, CSAPL (Singapore) Holdings Pte Ltd, of the Deed of Undertaking. The defendant argued that the claims overlapped with issues in the arbitration. The court partially granted the stay, allowing the plaintiff's claim regarding breach of clause 2(c) of the Deed of Undertaking to proceed, while staying the remaining matters pending arbitration.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Application for stay of proceedings granted in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court partially stayed proceedings in a loan repayment dispute between Carlsberg and CSAPL, pending arbitration on related shareholder agreement breaches, but allowed the claim regarding a separate breach of the Deed of Undertaking to proceed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Carlsberg Breweries A/S | Plaintiff | Corporation | Application for stay of proceedings granted in part | Partial | |
| CSAPL (Singapore) Holdings Pte Ltd | Defendant | Corporation | Application for stay of proceedings granted in part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Jeremy Lionel Cooke | International Judge | Yes |
4. Counsels
4. Facts
- Carlsberg sued CSAPL for repayment of a loan under the Amended Loan Agreement.
- The Amended Loan Agreement is interconnected with an Amended Shareholders’ Agreement.
- The Amended Shareholders’ Agreement contains an arbitration clause.
- Carlsberg claims CSAPL breached clauses 2(a) and 2(c) of the Deed of Undertaking.
- CSAPL argues it was not in breach of the Amended Shareholders’ Agreement.
- The dispute involves a joint venture company, Carlsberg South Asia Pte Ltd (CSAPL).
- CSAPL failed to ensure PP Khetan attended four GBPL board meetings.
5. Formal Citations
- Carlsberg Breweries A/S v CSAPL (Singapore) Holdings Pte Ltd, Suit No 5 of 2019 (Summons No 5626 of 2019), [2020] SGHC(I) 05
6. Timeline
| Date | Event |
|---|---|
| Suit No 5 of 2019 filed | |
| Scheduled board meeting of GBPL | |
| Scheduled board meeting of GBPL | |
| Scheduled board meeting of GBPL | |
| Indicative date for IPO listing and quotation of shares | |
| Scheduled board meeting of GBPL | |
| Plaintiff issued notice to defendant demanding repayment of loan | |
| Plaintiff commenced Suit by writ | |
| Pawan Kumar Jagetia’s 1st affidavit | |
| Pawan Kumar Jagetia’s 2nd affidavit | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Stay of Court Proceedings
- Outcome: The court granted a partial stay, allowing the claim regarding breach of clause 2(c) of the Deed of Undertaking to proceed.
- Category: Procedural
- Breach of Contract
- Outcome: The court did not make a determination on the breach of contract claim, pending further proceedings.
- Category: Substantive
8. Remedies Sought
- Repayment of loan
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Breweries
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Stay of proceedings
- Arbitration
- Amended Loan Agreement
- Amended Shareholders’ Agreement
- Deed of Undertaking
- Initial Public Offering
- Best efforts
15.2 Keywords
- Arbitration
- Stay of proceedings
- Loan repayment
- Breach of contract
- Shareholders agreement
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Stay of court proceedings | 90 |
| Arbitration | 75 |
| Case Management | 65 |
| Contract Law | 60 |
| International Commercial Arbitration | 55 |
| Commercial Law | 50 |
| Company Law | 30 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure