Mittal v Westbridge Ventures: Arbitrability of Oppression Claims & Anti-Suit Injunction
In Anupam Mittal v Westbridge Ventures II Investment Holdings, the Singapore Court of Appeal dismissed Anupam Mittal's appeal and upheld a permanent anti-suit injunction preventing him from pursuing oppression and mismanagement claims against Westbridge Ventures II Investment Holdings in India's National Company Law Tribunal (NCLT). The court ruled that the disputes fell within the scope of a binding arbitration agreement seated in Singapore, and that commencing proceedings in the NCLT constituted a breach of that agreement. The court determined that Singapore law governs the arbitration agreement and that the claims were arbitrable under Singapore law.
1. Case Overview
1.1 Court
Court of Appeal of the republic of singapore1.2 Outcome
Appeal dismissed; anti-suit injunction maintained.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court restrains Anupam Mittal from pursuing oppression claims in India, enforcing arbitration agreement. Key issue: arbitrability of disputes.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Anupam Mittal | Appellant | Individual | Appeal Dismissed | Lost | Nandakumar Ponniya Servai, Ashish Chugh, Pradeep Nair, Yiu Kai Tai, Yap Yong Li |
| Westbridge Ventures II Investment Holdings | Respondent | Corporation | Appeal Upheld | Won | Thio Shen Yi SC, Tan May Lian Felicia, Uma Jitendra Sharma, Juliana Lake (Lu Zhixuan) |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Justice of the Court of Appeal | Yes |
| Steven Chong | Justice of the Court of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Nandakumar Ponniya Servai | Wong & Leow LLC |
| Ashish Chugh | Wong & Leow LLC |
| Pradeep Nair | Wong & Leow LLC |
| Yiu Kai Tai | Wong & Leow LLC |
| Yap Yong Li | Wong & Leow LLC |
| Thio Shen Yi SC | TSMP Law Corporation |
| Tan May Lian Felicia | TSMP Law Corporation |
| Uma Jitendra Sharma | TSMP Law Corporation |
| Juliana Lake (Lu Zhixuan) | TSMP Law Corporation |
4. Facts
- Anupam Mittal and Westbridge Ventures are shareholders in People Interactive (India) Private Limited.
- The Shareholders’ Agreement (SHA) contains an arbitration clause with Singapore as the seat.
- Disputes arose regarding the management of the company, including a potential sale to Info Edge.
- Anupam Mittal commenced proceedings in the National Company Law Tribunal (NCLT) in India, alleging oppression and mismanagement.
- Westbridge Ventures sought and obtained an anti-suit injunction in Singapore, restraining Mittal from pursuing the NCLT proceedings.
- Mittal argued that the disputes were non-arbitrable under Indian law and outside the scope of the arbitration agreement.
5. Formal Citations
- Anupam Mittal v Westbridge Ventures II Investment Holdings, Civil Appeal No 64 of 2021, [2023] SGCA 1
- Westbridge Ventures II Investment Holdings v Anupam Mittal, , [2021] SGHC 244
6. Timeline
| Date | Event |
|---|---|
| Anupam Mittal became managing director of the Company. | |
| Share Subscription and Share Purchase Agreement and Shareholders’ Agreement signed. | |
| First Supplementary Subscription-Cum-Shareholders’ Agreement signed. | |
| Navin Mittal sold his shares and resigned as a director. | |
| Parties' relationship deteriorated when the respondent expressed an interest in exiting from the Company. | |
| Company and Info Edge entered into a Non-Disclosure Agreement. | |
| Shobitha Anne Mani became the respondent’s nominee director. | |
| Anupam Mittal appointed executive director by board resolution. | |
| Anupam Mittal filed a petition in the NCLT. | |
| Westbridge Ventures filed OS 242 and was granted an ex parte interim anti-suit injunction. | |
| Anupam Mittal started action in the Bombay High Court. | |
| Anupam Mittal filed an application to set aside the interim anti-suit injunction. | |
| Permanent anti-suit injunction issued against Anupam Mittal. | |
| Hearing date. | |
| Interlocutory application in the Bombay suit was originally fixed for hearing but had to be adjourned. | |
| Hearing date. | |
| Judgment reserved. |
7. Legal Issues
- Arbitrability of Disputes
- Outcome: The court held that the disputes were arbitrable under Singapore law, the law of the seat, and that the commencement of proceedings in the NCLT was a breach of the arbitration agreement.
- Category: Substantive
- Sub-Issues:
- Subject matter arbitrability
- Scope of arbitration agreement
- Validity of arbitration agreement
- Anti-Suit Injunction
- Outcome: The court upheld the permanent anti-suit injunction, restraining the appellant from pursuing proceedings in the NCLT.
- Category: Procedural
- Sub-Issues:
- Breach of arbitration agreement
- Forum non conveniens
- Proper Law of Arbitration Agreement
- Outcome: The court determined that Singapore law was the proper law of the arbitration agreement, based on the seat of arbitration.
- Category: Substantive
- Sub-Issues:
- Express choice of law
- Implied choice of law
- Closest and most real connection
8. Remedies Sought
- Injunction
- Declaration
9. Cause of Actions
- Breach of Contract
- Oppression
- Mismanagement
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Westbridge Ventures II Investment Holdings v Anupam Mittal | High Court | Yes | [2021] SGHC 244 | Singapore | Cited as the judgment under appeal, where the High Court granted the anti-suit injunction. The Court of Appeal affirmed the High Court's decision. |
| Enka Insaat Ve Sanayi AS v OOO Insurance Company Chubb | UK Supreme Court | Yes | [2020] 1 WLR 4117 | United Kingdom | Cited for the principle that the law governing the validity of the arbitration agreement should be consistent whether raised before or after an award. |
| Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals | Court of Appeal | Yes | [2016] 1 SLR 373 | Singapore | Extensively cited for its analysis of arbitrability and public policy under s 11 of the IAA. The current judgment builds upon Tomolugen's principles in the context of foreign public policy. |
| BCY v BCZ | High Court | Yes | [2017] 3 SLR 357 | Singapore | Cited for the three-stage test to determine the proper law of an arbitration agreement. |
| BNA v BNB and another | Court of Appeal | Yes | [2020] 1 SLR 456 | Singapore | Distinguished from the present case. Cited regarding whether specifying that the contract shall be governed by a particular law is sufficient to constitute an express choice of the proper law of the arbitration agreement. |
| Sulamérica Cia Nacional de Seguros SA and others v Enesa Engelharia SA and others | English Court of Appeal | Yes | [2013] 1 WLR 102 | England | Cited for the principle that the governing law of the main contract is a strong indicator of the governing law of the arbitration agreement unless there are clear indications to the contrary. |
| BNP Paribas Wealth Management v Jacob Agam and another | High Court | Yes | [2017] 3 SLR 27 | Singapore | Cited for the list of non-exhaustive factors to be considered in determining whether to grant a limited stay. |
| Vijay Karia and others v Prysmian Cavi E Sistemi SRL and others | Indian Supreme Court | Yes | [2020] SCC Online SC 177 | India | Cited for the holding that if the subject matter of the dispute is non-arbitrable under Indian law, Indian courts have no discretion to enforce the award. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act 1994 | Singapore |
| Arbitration and Conciliation Act 1996 | India |
| Supreme Court of Judicature Act 1969 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration agreement
- Anti-suit injunction
- Arbitrability
- Shareholders’ Agreement
- Oppression
- Mismanagement
- Law of the seat
- Proper law
- NCLT
- Significant Competitor
15.2 Keywords
- arbitration
- injunction
- company law
- singapore
- india
- shareholders
- agreement
- oppression
- mismanagement
16. Subjects
- Arbitration
- Company Law
- Civil Procedure
17. Areas of Law
- Arbitration Law
- Civil Procedure
- Company Law
- Contract Law
- Injunctions