National Oilwell Varco Norway AS v Keppel FELS: Setting Aside Leave to Enforce Arbitration Award Due to Non-Existent Party
In National Oilwell Varco Norway AS (formerly known as Hydralift AS) v Keppel FELS Ltd (formerly known as Far East Levingston Shipbuilding Ltd), the General Division of the High Court of Singapore addressed the defendant's application to set aside leave granted to the plaintiff to enforce an arbitration award. The court, presided over by Justice Vinodh Coomaraswamy, allowed the application, determining that the arbitration was a nullity because it involved a non-existent party, A/S Hydralift. The court found that the tribunal issued the award in favor of Hydralift, not the plaintiff, and that the plaintiff was estopped from denying that Hydralift was the respondent in the arbitration. The court ordered the plaintiff to pay the defendant's costs.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Application allowed; plaintiff's leave to enforce the award set aside.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court sets aside leave to enforce an arbitration award, finding the arbitration was a nullity because it involved a non-existent party, Hydralift.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| National Oilwell Varco Norway AS (formerly known as Hydralift AS) | Plaintiff | Corporation | Application Dismissed | Lost | John Seow, Kelvin Poon, Aleksandar Georgiev, Kristin Ng |
| Keppel FELS Ltd (formerly known as Far East Levingston Shipbuilding Ltd) | Defendant | Corporation | Application Allowed | Won | Wendy Lin, Goh Wei Wei, Ling Jia Yu |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| John Seow | Rajah & Tann Singapore LLP |
| Kelvin Poon | Rajah & Tann Singapore LLP |
| Aleksandar Georgiev | Rajah & Tann Singapore LLP |
| Kristin Ng | Rajah & Tann Singapore LLP |
| Wendy Lin | WongPartnership LLP |
| Goh Wei Wei | WongPartnership LLP |
| Ling Jia Yu | WongPartnership LLP |
4. Facts
- In 1996, Keppel FELS Ltd entered into a contract with Hydralift, which contained an arbitration agreement.
- Hydralift was struck off the Norwegian companies register in 2004 after merging with National Oilwell-Hydralift AS.
- National Oilwell-Hydralift AS merged with National Oilwell Norway AS (later National Oilwell Varco Norway AS) in 2004.
- In 2007, Keppel FELS Ltd commenced arbitration against Hydralift.
- The plaintiff instructed solicitors to defend the arbitration in the name of Hydralift and counterclaimed against the defendant.
- The tribunal issued its final award in September 2019, dismissing the claim and allowing the counterclaim.
- The plaintiff commenced proceedings in December 2019 to enforce the award against the defendant.
5. Formal Citations
- National Oilwell Varco Norway AS (formerly known as Hydralift AS) v Keppel FELS Ltd (formerly known as Far East Levingston Shipbuilding Ltd), Originating Summons No 1543 of 2019 (Summons No 495 of 2020), [2021] SGHC 124
6. Timeline
| Date | Event |
|---|---|
| Contract signed between Keppel FELS Ltd and Hydralift. | |
| Dispute arose between Keppel FELS Ltd and Hydralift. | |
| Hydralift became a wholly owned subsidiary of National Oilwell-Hydralift AS. | |
| Hydralift merged with National Oilwell-Hydralift AS and was struck off the Norwegian companies register. | |
| National Oilwell-Hydralift AS merged with National Oilwell Norway AS (later National Oilwell Varco Norway AS). | |
| Keppel FELS Ltd commenced arbitration against Hydralift. | |
| National Oilwell Norway AS changed its name to National Oilwell Varco Norway AS. | |
| Evidential hearing took place. | |
| Evidential hearing took place. | |
| Tribunal issued its final award. | |
| National Oilwell Varco Norway AS commenced proceedings to enforce the award. | |
| National Oilwell Varco Norway AS secured leave to enforce the award. | |
| Hearing date. | |
| Hearing date. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Enforcement of Arbitration Award
- Outcome: The court held that the plaintiff could not enforce the award because it was issued in favor of a non-existent entity and the arbitration was a nullity.
- Category: Substantive
- Sub-Issues:
- Standing to enforce award
- Validity of arbitration agreement
- Misnomer
- Estoppel
- Misnomer
- Outcome: The court held that the use of Hydralift's name was not a misnomer for the plaintiff.
- Category: Substantive
- Sub-Issues:
- Objective intent of parties
- Mistake as to name vs. identity
- Estoppel
- Outcome: The court held that the plaintiff was estopped from denying that Hydralift was the respondent in the arbitration.
- Category: Substantive
- Sub-Issues:
- Representation of fact
- Reliance
- Detriment
- Full and Frank Disclosure
- Outcome: The court held that the plaintiff did not fail to make full and frank disclosure of material facts.
- Category: Procedural
- Sub-Issues:
- Material facts
- Potential defenses
8. Remedies Sought
- Enforcement of Arbitration Award
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Construction
- Oil and Gas
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| JX Holdings Inc and another v Singapore Airlines Ltd | High Court | Yes | [2016] 5 SLR 988 | Singapore | Cited for the principle that the effect of a merger is governed by the law of the place of incorporation of the companies involved. |
| Norsk Hydro ASA v State Property Fund of Ukraine and others | English High Court | Yes | [2002] EWHC 2120 (Comm) | England and Wales | Cited for the principle that the approach to granting leave to enforce an award must be mechanical. |
| Unisys International Services Ltd (formerly Sperry Rand Ltd) v Eastern Counties Newspapers Ltd and Eastern Counties Newspapers Group Ltd | English High Court | Yes | [1991] 1 Lloyd's Rep 538 | England and Wales | Cited regarding misnomer when a party has changed its name. |
| SEB Trygg Liv Holding AB v Manches and others | English Court of Appeal | Yes | [2006] 1 WLR 2276 | England and Wales | Cited for the principle that proceedings commenced by or against a non-existent legal person are a nullity unless the use of the name can be characterised as a misnomer. |
| Harper Versicherungs AG v Indemnity Marine Assurance Co Ltd and others | English High Court | Yes | [2006] 2 All ER (Comm) 225 | England and Wales | Cited regarding misnomer when a party transferred its rights under the contract to another legal person and ceased to exist. |
| Internaut Shipping GmbH and another v Fercometal SARL | English High Court | Yes | [2003] 2 All ER (Comm) 760 | England and Wales | Cited regarding misnomer when a party did not enter into the arbitration agreement under which the arbitration is commenced. |
| SEB Trygg Holding Aktiebolag v Manches and others | English High Court | Yes | [2005] 2 Lloyd’s Rep 129 | England and Wales | Cited regarding misnomer. |
| The “Sardinia Sulcis” and “Al Tawwab” | English Court of Appeal | Yes | [1991] 1 Lloyd’s Rep 201 | England and Wales | Cited regarding misnomer when a plaintiff had merged and ceased to exist under Italian law before an action was commenced in its name. |
| Stansell Ltd and another v Co-operative Group (CWS) Ltd | English Court of Appeal | Yes | [2006] 1 WLR 1704 | England and Wales | Cited for the definition of 'assign' as any voluntary transfer of rights. |
| A v B | English High Court | Yes | [2017] 1 WLR 2030 | England and Wales | Cited for the distinction between a transfer of rights upon a scheme of amalgamation and a transfer of rights upon an assignment. |
| Yokogawa Engineering Asia Pte Ltd v Transtel Engineering Pte Ltd | Singapore Court of Appeal | Yes | [2009] 2 SLR(R) 532 | Singapore | Cited for the three elements of estoppel by representation. |
| PT First Media TBK (formerly known as PT Broadband Multimedia TBK) v Astro Nusantara International BV and others and another appeal | Singapore Court of Appeal | Yes | [2014] 1 SLR 372 | Singapore | Cited regarding unenforceability of an award. |
| The “Vasiliy Golovnin” | Singapore Court of Appeal | Yes | [2008] 4 SLR(R) 994 | Singapore | Cited for the duty to make full and frank disclosure to the court on an ex parte application. |
| Velstra Pte Ltd (in liquidation) v Dexia Bank NV (formerly known as Artesia Banking Corp NV) | Singapore Court of Appeal | Yes | [2004] 1 SLR(R) 653 | Singapore | Cited regarding reflecting the result of a merger in the title to proceedings. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018) | Singapore |
| Building Maintenance and Strata Management Act (Cap 30C, 2008 Rev Ed) | Singapore |
| Minister for Finance (Incorporation) Act (Cap 183, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration
- Enforcement
- Setting aside leave to enforce
- Misnomer
- Estoppel
- Full and frank disclosure
- Merger
- Assignment
- Universal succession
15.2 Keywords
- arbitration
- enforcement
- setting aside
- misnomer
- estoppel
- Hydralift
- Keppel FELS
- International Arbitration Act
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure
- Company Law
17. Areas of Law
- Arbitration Law
- Civil Procedure
- Contract Law
- Company Law