Reputation Administration Service v Spamhaus Technology: Stay of Proceedings & Exclusive Jurisdiction Clause
Reputation Administration Service Pte Ltd appealed against the High Court's decision to dismiss their application for a stay of proceedings in Suit 814, a contractual claim by Spamhaus Technology Ltd for arrears of commission. The Court of Appeal of Singapore, comprising Sundaresh Menon CJ, Andrew Phang Boon Leong JCA, and Judith Prakash JCA, dismissed the appeal, finding that Reputation Administration Service Pte Ltd had submitted to the Singapore court's jurisdiction by filing a defence, contesting a summary judgment application, and filing a striking out application, thereby waiving their right to rely on an exclusive jurisdiction clause.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding stay of proceedings in a contract dispute. The court found the appellant submitted to Singapore jurisdiction, waiving the exclusive jurisdiction clause.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Reputation Administration Service Pte Ltd | Appellant, Defendant | Corporation | Appeal dismissed | Lost | Vanathi Eliora Ray, Kyle Yew Chang Mao |
| Spamhaus Technology Ltd | Respondent, Plaintiff | Corporation | Appeal dismissed | Won | Han Wah Teng, Winston Chui Jun Sheng |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| Judith Prakash | Justice of the Court of Appeal | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Vanathi Eliora Ray | Joseph Lopez LLP |
| Kyle Yew Chang Mao | Joseph Lopez LLP |
| Han Wah Teng | CTLC Law Corporation |
| Winston Chui Jun Sheng | CTLC Law Corporation |
4. Facts
- Spamhaus Technology Ltd claimed arrears of commission from Reputation Administration Service Pte Ltd under an alleged agreement.
- Reputation Administration Service Pte Ltd denied the existence of the contract.
- Reputation Administration Service Pte Ltd claimed that if a contract existed, it was under the terms of a Resellers’ Agreement with Spamhaus Research Corp.
- The Resellers’ Agreement contained an exclusive jurisdiction clause conferring jurisdiction on the Courts of England and Wales.
- Reputation Administration Service Pte Ltd filed a Defence, contested a Summary Judgment Application, and filed a Striking Out Application in Singapore.
- Reputation Administration Service Pte Ltd did not file a prompt stay application based on the exclusive jurisdiction clause.
5. Formal Citations
- Reputation Administration Service Pte Ltd v Spamhaus Technology Ltd, Civil Appeal No 205 of 2020, [2021] SGCA 51
6. Timeline
| Date | Event |
|---|---|
| Resellers’ Agreement entered into between Reputation Administration Service Pte Ltd and Spamhaus Research Corp. | |
| Reputation Administration Service Pte Ltd began dealing with Spamhaus Technology Ltd. | |
| Spamhaus Technology Ltd terminated the Resellers’ Agreement on behalf of Spamhaus Research Corp. | |
| Spamhaus Technology Ltd commenced Suit 814 against Reputation Administration Service Pte Ltd. | |
| Reputation Administration Service Pte Ltd entered an appearance to Suit 814. | |
| Reputation Administration Service Pte Ltd filed the Defence. | |
| Spamhaus Technology Ltd filed a summary judgment application. | |
| Reputation Administration Service Pte Ltd filed a Notice to Produce. | |
| Spamhaus Technology Ltd provided the Resellers’ Agreement to Reputation Administration Service Pte Ltd. | |
| Reputation Administration Service Pte Ltd filed a striking out application. | |
| Spamhaus Technology Ltd filed Statement of Claim (Amendment No 1). | |
| Reputation Administration Service Pte Ltd filed the Stay Application. | |
| Court of Appeal dismissed the appeal. |
7. Legal Issues
- Waiver of Rights Under Exclusive Jurisdiction Clause
- Outcome: The court held that the appellant waived its right to rely on the exclusive jurisdiction clause by submitting to the Singapore court's jurisdiction.
- Category: Substantive
- Sub-Issues:
- Submission to jurisdiction
- Intention to have dispute determined by Singapore courts
- Related Cases:
- [2009] 1 SLR(R) 446
- Stay of Proceedings
- Outcome: The court dismissed the appeal for a stay of proceedings.
- Category: Procedural
- Jurisdiction
- Outcome: The court found that the appellant submitted to the Singapore court's jurisdiction.
- Category: Jurisdictional
8. Remedies Sought
- Stay of proceedings
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| L Capital Jones Ltd and another v Maniach Pte Ltd | Court of Appeal | Yes | [2017] 1 SLR 312 | Singapore | Cited regarding the requirements for a respondent to state grounds for affirming a decision on appeal. |
| Sun Jin Engineering Pte Ltd v Hwang Jae Woo | Court of Appeal | Yes | [2011] 2 SLR 196 | Singapore | Distinguished regarding the effect of filing a defence on an application for a stay of proceedings based on forum non conveniens. |
| Zoom Communications Ltd v Broadcast Solutions Pte Ltd | High Court | Yes | [2014] 4 SLR 500 | Singapore | Cited for the test for submission to jurisdiction, specifically regarding steps incompatible with objecting to jurisdiction. |
| Shanghai Turbo Enterprises Ltd v Liu Ming | High Court | Yes | [2019] 1 SLR 779 | Singapore | Cited for the test for submission to jurisdiction, specifically regarding steps incompatible with objecting to jurisdiction. |
| Wing Hak Man v Bio-Treat Technology | High Court | Yes | [2009] 1 SLR(R) 446 | Singapore | Cited for the test for waiver, specifically regarding steps demonstrating a clear intention to have the dispute determined by the Singapore court. |
13. Applicable Rules
| Rule Name |
|---|
| Order 12 r 7 of the Rules of Court |
| Order 12 r 7(2) of the Rules of Court |
| O 57 r 9A(5) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Exclusive jurisdiction clause
- Stay of proceedings
- Submission to jurisdiction
- Waiver
- Resellers’ Agreement
- Statement of Claim
- Defence
- Summary Judgment Application
- Striking Out Application
15.2 Keywords
- Exclusive jurisdiction clause
- Stay of proceedings
- Submission to jurisdiction
- Waiver
- Contract dispute
16. Subjects
- Civil Procedure
- Contract Law
- Jurisdiction
- Stay of Proceedings
17. Areas of Law
- Civil Procedure
- Contract Law
- Stay of Proceedings
- Jurisdiction