CLQ v CLR: Challenge to Arbitral Tribunal Jurisdiction under International Arbitration Act
In CLQ v CLR, the Singapore International Commercial Court addressed an application by CLQ (the Government of Ruritania) to challenge the jurisdiction of an arbitral tribunal in an arbitration commenced by CLR (the Developer). The Government argued that the Developer had repudiated the arbitration agreement by initiating legal proceedings in Ruritania. The court, comprising Kannan Ramesh J, Sir Henry Bernard Eder IJ, and Anselmo Reyes IJ, dismissed the application, holding that the Developer's actions did not objectively demonstrate an intention to abandon the arbitration agreement. The court found that the Ruritanian proceedings were primarily aimed at obtaining administrative relief to facilitate the Joint Venture Agreement, rather than pursuing a contractual claim.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Application dismissed
1.3 Case Type
Arbitration
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Challenge to arbitral tribunal's jurisdiction. The court dismissed the application, finding no repudiation of the arbitration agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| CLQ | Plaintiff | Government Agency | Application dismissed | Lost | Francis Xavier s/o Subramaniam Xavier Augustine SC, Avinash Vinayak Pradhan, Tan Hua Chong, Edwin (Chen Huacong), Gani Hui Ying, Tracy |
| CLR | Defendant | Corporation | Jurisdictional challenge dismissed | Won | Vergis S Abraham SC, Zhuo Jiaxiang, Asiyah Binte Ahmad Arif |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the High Court | Yes |
| Sir Henry Bernard Eder | International Judge | No |
| Anselmo Reyes | International Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Francis Xavier s/o Subramaniam Xavier Augustine SC | Rajah & Tann Singapore LLP |
| Avinash Vinayak Pradhan | Rajah & Tann Singapore LLP |
| Tan Hua Chong | Rajah & Tann Singapore LLP |
| Edwin (Chen Huacong) | Rajah & Tann Singapore LLP |
| Gani Hui Ying, Tracy | Rajah & Tann Singapore LLP |
| Vergis S Abraham SC | Providence Law Asia LLC |
| Zhuo Jiaxiang | Providence Law Asia LLC |
| Asiyah Binte Ahmad Arif | Providence Law Asia LLC |
4. Facts
- The Government and the Developer signed a Joint Venture Agreement (JVA) on 18 January 2013.
- The JVA's objective was for the Developer to reclaim and develop a site in Ruritania.
- The JVA included an arbitration agreement for disputes under SIAC rules in Singapore.
- The Developer applied to register a joint venture company (JVC) but faced unexplained delays.
- The Developer initiated Ruritanian Proceedings against government ministries to compel registration.
- The Government argued the Ruritanian Proceedings repudiated the arbitration agreement.
- The arbitral tribunal ruled it had jurisdiction, finding no clear intent to abandon arbitration.
5. Formal Citations
- CLQ v CLR, Originating Summons No 7 of 2021, [2021] SGHC(I) 15
6. Timeline
| Date | Event |
|---|---|
| Joint Venture Agreement signed | |
| Developer applied to register the JVC | |
| Developer filed another application to the MOC | |
| Developer wrote to the MOC for clarification | |
| Letter sent to the MOC by the Office of the President of Ruritania | |
| Government allegedly replied to the Developer | |
| Developer initiated the Ruritanian Proceedings | |
| Government filed a response to the Plaint | |
| Developer filed their first statement | |
| Government issued its first statement | |
| Developer tendered a draft of the MLA | |
| Government issued another statement | |
| Developer filed a second statement | |
| Government filed its third statement | |
| Judgment in the Ruritanian Proceedings was delivered | |
| The JVC was registered | |
| Developer demanded that the Site be excluded from the auction | |
| Developer demanded that the Site be excluded from the auction | |
| Developer filed its Notice of Arbitration against the Government | |
| Tribunal bifurcated the jurisdictional challenge from the merits of the claim | |
| Government filed the jurisdictional challenge | |
| Jurisdictional challenge was heard | |
| Tribunal determined that the Arbitration Agreement remained in effect | |
| Judgment reserved | |
| Judgment |
7. Legal Issues
- Repudiation of Arbitration Agreement
- Outcome: The court held that the Developer's commencement and continuation of the Ruritanian Proceedings did not amount to a repudiatory breach of the Arbitration Agreement.
- Category: Substantive
- Sub-Issues:
- Commencement of legal proceedings in breach of arbitration agreement
- Intention to abandon arbitration agreement
- Related Cases:
- [2018] 2 SLR 1207
- [1980] 2 Lloyd’s Rep 183
- [2007] 2 Lloyd’s Rep 493
- Jurisdiction of Arbitral Tribunal
- Outcome: The court upheld the arbitral tribunal's decision that it had jurisdiction.
- Category: Jurisdictional
- Sub-Issues:
- Challenge to jurisdiction based on repudiation
- De novo review of jurisdictional ruling
- Related Cases:
- [2016] 5 SLR 536
- Admissibility of Expert Evidence
- Outcome: The court held that there was no general bar against adducing fresh evidence in a de novo review.
- Category: Procedural
- Sub-Issues:
- Adducing fresh evidence not before the arbitrator
- De novo review and admissibility of new issues
- Related Cases:
- [2015] 2 SLR 322
- [2015] 2 SLR 972
8. Remedies Sought
- Declaration
- Challenge to Arbitral Tribunal Jurisdiction
9. Cause of Actions
- Breach of Contract
- Repudiation of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Construction
- Real Estate Development
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Government of the Lao People’s Democratic Republic v Sanum Investments Ltd | High Court | Yes | [2015] 2 SLR 322 | Singapore | Cited for the proposition that a party does not have a full unconditional power to adduce fresh evidence at will. |
| AQZ v ARA | High Court | Yes | [2015] 2 SLR 972 | Singapore | Cited for the proposition that there was nothing that restricted parties from adducing new material not before an arbitrator. |
| Sanum Investments Ltd v Government of the Lao People’s Democratic Republic | High Court | Yes | [2016] 5 SLR 536 | Singapore | Cited to support that the court reviews an arbitral tribunal’s jurisdictional ruling on a de novo basis. |
| Marty Ltd v Hualon Corp (Malaysia) Sdn Bhd (receiver and manager appointed) | Court of Appeal | Yes | [2018] 2 SLR 1207 | Singapore | Cited for the principle that the commencement of court proceedings is a prima facie repudiation of the arbitration agreement. |
| Rederi Kommanditselskaabet Merc-Scandia IV v Couniniotis SA (The “Mercanaut”) | N/A | Yes | [1980] 2 Lloyd’s Rep 183 | England and Wales | Cited for the principle that breach of an arbitration agreement by pursuing a matter in court does not give rise to a presumption of repudiation. |
| BNA v BNB and another | N/A | Yes | [2020] 1 SLR 456 | Singapore | Cited for the principle that there is a rebuttable presumption that the parties’ choice of law for the underlying agreement is the proper law of the arbitration agreement. |
| Downing v Al Tameer Establishment and another | England and Wales Court of Appeal (Civil Division) | Yes | [2002] EWCA Civ 721 | England and Wales | Cited for the principle that the matter should be approached objectively, and looking at the correspondence as a whole. |
| BEA Hotels NV v Bellway LLC | N/A | Yes | [2007] 2 Lloyd’s Rep 493 | England and Wales | Cited for the principle that to show repudiation of an agreement to refer, the party would have to show that the other party evinced an intention no longer to be bound by that agreement. |
| Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals | Court of Appeal | Yes | [2016] 1 SLR 373 | Singapore | Cited for the proposition that a party can bring a case to arbitration, resolve the issues, and then apply for consequential relief elsewhere, if such relief cannot be granted by the tribunal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration Agreement
- Joint Venture Agreement
- Ruritanian Proceedings
- Repudiation
- Jurisdiction
- SIAC
- Master Lease Agreement
- Joint Venture Company
- MOC
- Government of Ruritania
15.2 Keywords
- arbitration
- repudiation
- jurisdiction
- SIAC
- contract
- international arbitration
- singapore
- joint venture
16. Subjects
- Arbitration
- Contract Law
- International Law
- Civil Procedure
17. Areas of Law
- Arbitration Law
- International Arbitration
- Contract Law
- Civil Procedure