Cheung Teck Cheong v LVND Investments: Ad Hoc Arbitration Agreement & Section 4(6) Arbitration Act Interpretation
The Singapore Court of Appeal heard an appeal by Richard Cheung Teck Cheong and others against LVND Investments Pte Ltd regarding a stay of proceedings in favor of arbitration. The Purchasers claimed fraudulent misrepresentations related to the purchase of shop units in Macpherson Mall. The court, delivered by Steven Chong JCA, allowed the appeal, finding that no ad hoc arbitration agreement existed between the parties and that Section 4(6) of the Arbitration Act does not create new arbitration agreements where none previously existed.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal clarifies that Section 4(6) of the Arbitration Act does not create new arbitration agreements. Appeal allowed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Richard Cheung Teck Cheong | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Shan Ming Airconditioning (S) Pte Ltd | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| Sim Solutions Pte Ltd | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| Ramachandran Ananthanarayanan | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Tan Kay Kerng | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Sun Xihua | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| A Wen Mianshi Pte. Ltd. | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| Achi501 Pte. Ltd. | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| M2L Holding Investment Pte. Ltd. | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| Chew Chai Har | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Andrew Yeo Seng Thean | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Lim Hui Hung Luanne | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| Chiam Chye Hong | Appellant, Plaintiff | Individual | Appeal Allowed | Won | |
| LVND Investments Pte. Ltd. | Respondent, Defendant | Corporation | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Justice of the Court of Appeal | No |
| Steven Chong | Justice of the Court of Appeal | Yes |
4. Counsels
4. Facts
- The Purchasers claimed fraudulent misrepresentations induced them to purchase shop units.
- The SPAs contained a clause (20A.1) requiring parties to consider mediation before arbitration or court.
- The Purchasers issued a Notice of Arbitration based on clause 20A.1 of the SPAs.
- The Developer objected to the proposed arbitration under SIAC rules.
- The SIAC terminated the arbitration.
- The Purchasers issued a second Notice of Arbitration for ad hoc arbitration.
- The Developer objected to the second Notice of Arbitration.
5. Formal Citations
- Cheung Teck Cheong Richard and others v LVND Investments Pte Ltd, Civil Appeal No 204 of 2020, [2021] SGCA 77
6. Timeline
| Date | Event |
|---|---|
| Sale and purchase agreements signed between 2013 and 2016 | |
| Sale and purchase agreements signed between 2013 and 2016 | |
| First Notice of Arbitration issued | |
| Developer's solicitors issued responses objecting to the proposed arbitration | |
| SIAC terminated the arbitrations commenced by the first Notice of Arbitration | |
| Second Notice of Arbitration issued | |
| Developer objected to the second Notice of Arbitration | |
| Purchasers' Former Solicitors wrote to the President of the Court of Arbitration of the SIAC seeking the appointment of a single arbitrator | |
| R&T wrote to the SIAC stating the Developer’s position that no ad hoc arbitration had been validly commenced | |
| Purchasers obtained different legal advice | |
| Purchasers notified the SIAC that they did not wish to proceed against the Developer by way of the arbitration proceedings purportedly commenced by the second Notice of Arbitration | |
| Purchasers filed the Suit claiming rescission of the SPAs or damages in lieu of rescission, as well as damages for any and all losses, costs and expenses suffered as a result of entering into the SPAs | |
| Developer filed HC/SUM 1422/2020 seeking a stay of the Suit | |
| Assistant Registrar ordered a stay of the Suit under s 6 of the AA | |
| Judgment reserved | |
| Judgment date |
7. Legal Issues
- Existence of Ad Hoc Arbitration Agreement
- Outcome: The court held that no ad hoc arbitration agreement existed between the parties.
- Category: Substantive
- Interpretation of Section 4(6) of the Arbitration Act
- Outcome: The court held that Section 4(6) of the Arbitration Act does not create new arbitration agreements where none previously existed.
- Category: Statutory Interpretation
- Estoppel
- Outcome: The court held that the Appellants were not estopped from denying the existence of an arbitration agreement.
- Category: Substantive
8. Remedies Sought
- Rescission of the SPAs
- Damages in lieu of rescission
- Damages for losses, costs, and expenses
9. Cause of Actions
- Fraudulent Misrepresentation
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Cheung Teck Cheong Richard and others v LVND Investments Pte Ltd | High Court | No | [2021] SGHC 28 | Singapore | The High Court judge affirmed the decision of the Assistant Registrar to stay the proceedings in favour of arbitration, finding that there was an ad hoc arbitration agreement. |
| Dyna-Jet Pte Ltd v Wilson Taylor Asia Pacific Pte Ltd | Court of Appeal | Yes | [2017] 3 SLR 267 | Singapore | Cited for the definition of an arbitration agreement. |
| Sim Chay Koon and others v NTUC Income Insurance Co-operative Ltd | Court of Appeal | Yes | [2016] 2 SLR 871 | Singapore | Cited for the standard to be applied to the question of whether there is a legally enforceable agreement in an application for a stay under s 6 of the AA. |
| Furness Withy (Australia) Pty Ltd v Metal Distributors (UK) Ltd (The Amazonia) | Court of Appeal | No | [1990] 1 Lloyd’s Rep 236 | England | Discussed the issue of whether there was an ad hoc arbitration agreement. |
| Altco Ltd v Sutherland | Unknown | No | [1971] 2 Lloyd’s Rep 515 | England | Discussed the issue of whether there was an ad hoc arbitration agreement. |
| Beesly v Hallwood Estates Ltd | Unknown | No | [1960] 1 WLR 549 | England | Cited in Furness Withy (Australia) Pty Ltd v Metal Distributors (UK) Ltd (The Amazonia) in relation to the general law of contract. |
| Harvela Investments Ltd v Royal Trust Company of Canada (C.I.) Ltd | Unknown | No | [1986] AC 207 | England | Cited in Furness Withy (Australia) Pty Ltd v Metal Distributors (UK) Ltd (The Amazonia) in relation to the general law of contract. |
| Westminster Chemicals & Produce Ltd v Eichholz & Loeser | Unknown | Yes | [1954] 1 Lloyd’s Rep 99 | England | Discussed the issue of whether there was an ad hoc arbitration agreement. |
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | Court of Appeal | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited for the definition of an offer. |
| KVC Rice Intertrade Co Ltd v Asian Mineral Resources Pte Ltd and another suit | High Court | Yes | [2017] 4 SLR 182 | Singapore | Cited for the essential terms required for an arbitration agreement under s 4(1) of the AA. |
| Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) Ltd | Court of Appeal | Yes | [2019] 2 SLR 131 | Singapore | Cited for the principle that a respondent does not have a duty to reply to a notice of arbitration. |
| Vitol Asia Pte Ltd v Machlogic Singapore Pte Ltd | High Court | No | [2021] 4 SLR 464 | Singapore | Discussed the scope of s 2A(6) of the IAA. |
| Tan Cheng Bock v Attorney-General | Court of Appeal | Yes | [2017] 2 SLR 850 | Singapore | Cited for the purposive approach to statutory interpretation. |
| Federal Commissioner of Taxation v Comber | Federal Court of Australia | Yes | (1986) 64 ALR 451 | Australia | Cited for the principle that deeming provisions are required by their nature to be construed strictly and only for the purpose for which they are resorted to. |
| ACC v Comptroller of Income Tax | High Court | Yes | [2011] 1 SLR 1217 | Singapore | Cited for the principle that deeming provisions are required by their nature to be construed strictly and only for the purpose for which they are resorted to. |
| Yokogawa Engineering Asia Pte Ltd v Transtel Engineering Pte Ltd | High Court | Yes | [2009] 2 SLR(R) 532 | Singapore | Cited for the doctrine of promissory estoppel or estoppel by representation. |
| Gay Constructions Pty Ltd & anor v Caledonian Techmore (Building) Ltd (Hanison Construction Co Ltd, Third Party) | High Court | No | [1994] 2 HKC 562 | Hong Kong | Discussed Art 7(2) of the 1985 Model Law. |
| William Co v Chu Kong Agency Co Ltd & anor | Unknown | No | [1993] 2 HKC 377 | Hong Kong | Discussed Art 7(2) of the 1985 Model Law. |
| SN Prasad, Hitek Industries (Bihar) Limited v Monnet Finance Limited and others | Supreme Court of India | No | (2011) 1 SCC 320 | India | Discussed the Indian equivalent of Art 7(2) of the 1985 Model Law. |
| Shyamraju & Company (India) Pvt Ltd v City Municipal Council Hosapete | High Court of Karnataka | No | (2019) 2 AKR 272 | India | Discussed the Indian equivalent of Art 7(2) of the 1985 Model Law. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Arbitration Act (Cap 10, 2002 Rev Ed) | Singapore |
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Ad Hoc Arbitration Agreement
- Section 4(6) Arbitration Act
- Stay of Proceedings
- Fraudulent Misrepresentation
- Sale and Purchase Agreement
- Singapore International Arbitration Centre
- Mediation
- Estoppel
15.2 Keywords
- Arbitration
- Arbitration Agreement
- Stay of Proceedings
- Singapore
- Contract Law
- Fraudulent Misrepresentation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| Ad Hoc Arbitration Agreement | 80 |
| Contract Law | 70 |
| Breach of Contract | 30 |
| Misrepresentation | 25 |
| Estoppel | 20 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure
- Statutory Interpretation