Bloomberry Resorts v. Global Gaming: Setting Aside Arbitration Award for Breach of Contract and Interference with Shares

In Bloomberry Resorts and Hotels Inc and Sureste Properties, Inc v Global Gaming Philippines LLC and GGAM Netherlands B.V, the Court of Appeal of Singapore dismissed an appeal against a High Court decision, which had upheld an arbitral tribunal's Remedies Award. The dispute arose from the termination of a casino management contract. The court found that the Tribunal had jurisdiction to award damages for breach of contract and for the appellants' interference with the respondents' sale of shares. The court rejected arguments that the award was punitive, exceeded the scope of arbitration, or violated public policy.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Written Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court dismisses appeal to set aside arbitration award, upholding damages for breach of contract and interference with share sale.

1.7 Decision Date

3 October 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Bloomberry Resorts and Hotels Inc	Appellant, Plaintiff	Corporation	Appeal Dismissed	Lost	Leo Zhen Wei Lionel of WongPartnership LLP Yeo Khirn Hai Alvin of WongPartnership LLP Wong Zheng Hui Daryl of WongPartnership LLP
Sureste Properties, Inc	Appellant, Plaintiff	Corporation	Appeal Dismissed	Lost	Leo Zhen Wei Lionel of WongPartnership LLP Yeo Khirn Hai Alvin of WongPartnership LLP Wong Zheng Hui Daryl of WongPartnership LLP
Global Gaming Philippines LLC	Respondent, Defendant	Corporation	Appeal Dismissed	Won	Chong Xue Er Cheryl of Allen & Gledhill LLP Kong Man Er of Drew & Napier LLC Bull Cavinder of Drew & Napier LLC Ong Chee Yeow of Drew & Napier LLC Lee Teck Chye Aaron of Allen & Gledhill LLP Marc Wenjie Malone of Allen & Gledhill LLP
GGAM Netherlands B.V.	Respondent, Defendant	Corporation	Appeal Dismissed	Won	Chong Xue Er Cheryl of Allen & Gledhill LLP Kong Man Er of Drew & Napier LLC Bull Cavinder of Drew & Napier LLC Ong Chee Yeow of Drew & Napier LLC Lee Teck Chye Aaron of Allen & Gledhill LLP Marc Wenjie Malone of Allen & Gledhill LLP

3. Judges

Judge Name	Title	Delivered Judgment
Sundaresh Menon	Chief Justice	No
Judith Prakash	Justice of the Court of Appeal	Yes
Woo Bih Li	Judge of the Appellate Division	No

4. Counsels

Counsel Name	Organization
Leo Zhen Wei Lionel	WongPartnership LLP
Yeo Khirn Hai Alvin	WongPartnership LLP
Wong Zheng Hui Daryl	WongPartnership LLP
Chong Xue Er Cheryl	Allen & Gledhill LLP
Kong Man Er	Drew & Napier LLC
Bull Cavinder	Drew & Napier LLC
Ong Chee Yeow	Drew & Napier LLC
Lee Teck Chye Aaron	Allen & Gledhill LLP
Marc Wenjie Malone	Allen & Gledhill LLP

4. Facts

Bloomberry and Sureste own and operate the Solaire Resort & Casino in the Philippines.
GGAM was contracted to provide management and technical services for the Solaire Casino.
GGAM was granted an option to purchase up to 10% of BRC’s shares.
GGAM exercised the option and purchased the shares.
Bloomberry terminated the Management Services Agreement (MSA).
GGAM initiated arbitration proceedings in Singapore.
Bloomberry obtained an injunction in the Philippines to prevent GGAM from selling the shares.

5. Formal Citations

Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another, Civil Appeal No 98 of 2020, [2021] SGCA 94

6. Timeline

Date	Event
2011-09-09	Management Services Agreement signed
2012-04-16	Equity Option Agreement signed
2012-12-20	GGAM exercised the Option and purchased the Shares
2013-03-08	GGAM assigned its rights to GGAM NL
2013-03-01	Solaire Casino officially opened
2013-07-12	Mr Razon sent an email asserting the MSA had failed
2013-09-12	Appellants issued a formal Notice of Termination of the MSA
2013-09-12	Respondents submitted a Notice of Arbitration
2013-10-12	Appellants served their Response to Notice of Arbitration
2013-11-11	Respondents filed their Defense to the appellants’ Counterclaims
2014-01-15	GGAM confirmed sale of the Shares to over 50 institutional investors
2014-01-15	BRC requested the Philippine Stock Exchange to suspend trading in respect of all BRC shares
2014-01-16	The Exchange acceded to this request
2014-01-16	GGAM submitted a letter to the President of the Exchange requesting that it lift the suspension and allow trading to continue
2014-01-17	Trading of the counter generally resumed
2014-01-17	Appellants and PMHI filed an urgent petition with the Regional Trial Court of Makati City
2014-01-20	Regional Court issued an order declaring that the petition was sufficient in form and substance
2014-02-25	Regional Court issued a Preliminary Injunction Order
2014-02-27	Regional Court issued Writs of Preliminary Attachment and Preliminary Injunction
2014-03-11	GGAM filed a petition for review on certiorari in the Philippine Court of Appeals
2014-03-28	The Tribunal was constituted
2014-04-14	Respondents filed a Request for Interim Measures of Protection before the Tribunal
2014-05-30	Tribunal issued a decision holding that the Injunction Order was a temporary order
2014-12-09	Tribunal issued a decision on the Request, by way of an Interim Order
2014-12-15	GGAM filed a manifestation and motion before the Philippine CA
2014-12-15	GGAM notified the Regional Court of the Interim Order by filing a manifestation before it
2014-12-19	Appellants filed a counter-manifestation before the Regional Court
2015-01-29	Appellants filed a comment and opposition with the Philippine CA
2015-02-02	Appellants filed their Statement of Defense and Amended Counterclaims
2015-05-29	Philippine CA rendered its decision on GGAM’s 11 March 2014 petition for review on certiorari as well as GGAM’s manifestation and motion by way of a First Resolution
2015-06-04	Appellants filed a Motion for Clarification with the Philippine CA
2015-06-15	Respondents filed their Reply to the appellants’ Statement of Defense and Amended Counterclaims
2015-08-12	Tribunal issued an order bifurcating the Arbitration into a liability phase and a remedies phase
2015-10-15	Tribunal heard the parties’ arguments on liability
2015-11-27	Philippine CA issued another Resolution addressing the appellants’ Motion for Clarification and reiterating its decision in the First Resolution
2016-05-17	Philippine CA issued a judgment making final the First Resolution
2016-09-20	Tribunal released the Liability Award
2016-09-28	BRC disclosed information in respect of the Liability Award to the Exchange
2016-10-10	Respondents’ solicitors sought clarification on the status of the Shares
2016-10-11	Appellants’ solicitors replied stating that the appellants were not parties to the EOA
2017-02-01	Appellants renewed the Writs
2017-03-17	Respondents’ solicitors requested that the appellants immediately take action to assure that GGAM can sell its Shares
2017-03-27	Appellants’ solicitors replied stating Bloomberry’s position
2017-04-03	Share price of BRC shares hit a high of PHP 8.17 per share
2017-04-03	Respondents’ solicitors wrote to the appellants’ solicitors reiterating their request that GGAM be allowed to sell the Shares
2017-04-10	Appellants’ solicitors replied reiterating their position
2017-05-16	Respondents filed their supplemental submissions
2017-08-24	Respondents amended their request for relief
2017-08-31	Appellants filed their Sur-Rejoinder Memorial on Damages and Other Remedies
2017-08-31	Appellants filed with the Tribunal, a Request for Reconsideration of the Liability Award
2017-09-11	Deutsche Bank filed a Motion for Clarification before the Regional Court
2017-10-12	Appellants and PMHI filed a Comment before the Regional Court
2017-10-16	GGAM filed a Comment before the Regional Court
2017-11-22	Tribunal issued its decision on the Request for Reconsideration
2017-12-04	Regional Court issued its decision on Deutsche Bank’s Motion for Clarification
2018-05-28	Tribunal heard the parties’ arguments on remedies
2019-09-27	Tribunal issued the Remedies Award
2019-10-09	Respondents filed Originating Summons No 1257 of 2019
2019-10-10	High Court granted leave for the respondents to enforce the Remedies Award
2019-11-05	Appellants filed Originating Summons No 1385 of 2019
2019-12-11	Appellants filed Summons No 6218 of 2019 in OS 1257
2020-05-29	Judge delivered judgment on OS 1385 and SUM 6218, dismissing the appellants’ applications
2021-04-06	Hearing date
2021-10-04	Judgment reserved

7. Legal Issues

Scope of Arbitration Agreement
- Outcome: The court held that the dispute regarding the Shares fell within the scope of the Arbitration Clause.
- Category: Jurisdictional
- Sub-Issues:
  - Whether the dispute falls within the arbitration clause
  - Whether the tribunal had jurisdiction over the dispute
- Related Cases:
  - [2021] 1 SLR 1045
  - [2020] SGHC 113
Breach of Natural Justice
- Outcome: The court held that there was no breach of natural justice.
- Category: Procedural
- Sub-Issues:
  - Failure to consider material evidence
  - Concealment of documents
Public Policy
- Outcome: The court held that enforcement of the Remedies Award would not be contrary to the public policy of Singapore.
- Category: Substantive
- Sub-Issues:
  - Violation of tax laws

8. Remedies Sought

Damages for Breach of Contract
Setting Aside of Arbitration Award
Resisting Enforcement of Arbitration Award

9. Cause of Actions

Breach of Contract
Wrongful Termination of Contract
Interference with Contractual Rights

10. Practice Areas

Commercial Litigation
Arbitration

11. Industries

Hospitality
Gaming

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another	Court of Appeal	Yes	[2021] 1 SLR 1045	Singapore	Upheld the Liability Award, which was related to the current appeal.
Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another	High Court	Yes	[2020] SGHC 113	Singapore	Affirmed the High Court's decision to dismiss the applications to set aside and resist enforcement of the Remedies Award.
PT Asuransi Jasa Indonesia (Persero) v Dexia Bank SA	Court of Appeal	Yes	[2007] 1 SLR(R) 597	Singapore	Cited for the principle that an arbitral tribunal has no jurisdiction to decide any issue not referred to it for determination by the parties.
PT Prima International Development v Kempinski Hotels SA and other appeals	Court of Appeal	Yes	[2012] 4 SLR 98	Singapore	Cited for the distinction between the scope of an arbitration agreement and the scope of submission to arbitration.
London and North Western and Great Western Joint Railway Companies v J H Billington, Limited	House of Lords	Yes	[1899] AC 79	United Kingdom	Cited for the principle that one party could not be allowed to introduce a new dispute which was not within the scope of submission to arbitration.
Prometheus Marine Pte Ltd v King, Ann Rita and another appeal	Court of Appeal	Yes	[2018] 1 SLR 1	Singapore	Cited for the principle that a practical view has to be taken regarding the substance of the dispute which has been referred to arbitration.
CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBK	Court of Appeal	Yes	[2011] 4 SLR 305	Singapore	Cited for guidelines to help determine whether an arbitral award had been made in excess of an arbitral tribunal’s jurisdiction.
CBX and another v CBZ and others	Singapore International Commercial Court of Appeal	Yes	[2021] SGCA(I) 3	Singapore	Cited for the principle that any new fact or change in the law arising after the submission to arbitration which is ancillary to the dispute submitted for arbitration and which is known to all the parties to the arbitration is part of that dispute and need not be specifically pleaded.
Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore)	Court of Appeal	Yes	[2011] 3 SLR 414	Singapore	Cited for the generous approach to the interpretation of arbitration clauses.
Tjong Very Sumito and others v Antig Investments Pte Ltd	High Court	Yes	[2009] 4 SLR(R) 732	Singapore	Cited for the principle that the court will interpret the word “dispute” broadly.
Anwar Siraj and another v Ting Kang Chung and another	High Court	Yes	[2003] 2 SLR(R) 287	Singapore	Cited for the principle that an arbitral tribunal is the master of its own procedure.
Republic of India v Vedanta Resources plc	High Court	Yes	[2020] SGHC 208	Singapore	Cited for the principle that an arbitral tribunal is the master of its own procedure.
PT Perusahaan Gas Negara (Persero) TBK v CRW Joint Operation	Court of Appeal	Yes	[2015] 4 SLR 364	Singapore	Cited for the principle that once a tribunal has issued an award, the tribunal is functus officio in relation to the specific issues dealt with by the award.
PT First Media TBK (formerly known as PT Broadband Multimedia TBK v Astro Nusantara International VB and others and another appeal	Court of Appeal	Yes	[2014] 1 SLR 372	Singapore	Cited for the principle that the party against whom an international arbitration award is made may chose, instead of applying to set it aside, to resist enforcement of the arbitral award.
AJU v AJT	Court of Appeal	Yes	[2011] 4 SLR 739	Singapore	Cited for the legal principles in respect of a setting aside application on grounds of an arbitral award being contrary to the public policy of Singapore.
Aloe Vera of America, Inc v Asianic Food (S) Pte Ltd	High Court	Yes	[2006] 3 SLR(R) 174	Singapore	Cited for the principle that the public policy objection must involve either “exceptional circumstances … which would justify the court in refusing to enforce the award” or be a violation of “the most basic notions of morality and justice”.
China Machine New Energy Corp v Jaguar Energy Guatemala LLC and another	Court of Appeal	Yes	[2020] 1 SLR 695	Singapore	Cited for the legal principles in respect of a setting aside application on grounds of a breach of natural justice.

13. Applicable Rules

Rule Name
UNCITRAL Arbitration Rules 2010
Special Rules of Court on Alternative Dispute Resolution (RL-3)

14. Applicable Statutes

Statute Name	Jurisdiction
International Arbitration Act (Cap 143A, 2002 Rev Ed)	Singapore
UNCITRAL Model Law on Commercial Arbitration	Singapore
Alternative Dispute Resolution Act of 2004, Philippines Republic Act No. 9285	Philippines
Arbitration Act (Cap 10, 2002 Rev Ed)	Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)	Singapore
Civil Code of the Philippines	Philippines

15. Key Terms and Keywords

15.1 Key Terms

Management Services Agreement
Equity Option Agreement
Shares
Arbitration Clause
Remedies Award
Constructive Remedy
Interim Order
Liability Award
Wrongful Interference
Philippine Stock Exchange
Regional Trial Court
Philippine Court of Appeals

15.2 Keywords

arbitration
breach of contract
setting aside
enforcement
shares
wrongful termination
jurisdiction
natural justice
public policy

17. Areas of Law

Area Name	Relevance Score
Arbitration	95
Breach of Contract	70
Contract Law	60
Casino Management Contract	50
Commercial Disputes	40
Commercial Law	30
Civil Procedure	25

16. Subjects

Arbitration
Contract Law
Commercial Litigation
International Arbitration