Qompass Voyage Ltd v APACPAY Pte Ltd: Stay of Proceedings & Exclusive Jurisdiction Clause
Qompass Voyage Ltd (QVL) sued APACPAY Pte Ltd (APL) in the General Division of the High Court of Singapore for US$253,089.34, claiming breach of contract, implied contract, and unjust enrichment. APL applied for a stay of proceedings based on an exclusive jurisdiction clause (EJC) favoring the courts of England and Wales. The court dismissed APL's application, finding that APL's denial of any contractual relationship with QVL undermined its claim that the EJC existed and governed the dispute. The court ordered APL to pay QVL costs of $9,000 and disbursements of $3,151.03.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Application dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismissed APACPAY's application to stay proceedings based on an exclusive jurisdiction clause, finding APACPAY failed to prove the clause's existence.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Qompass Voyage Ltd | Claimant | Corporation | Application dismissed | Won | |
| APACPAY Pte Ltd | Defendant | Corporation | Application dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Perry Peh | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Glenn Ang | Braddell Brothers LLP |
| Esther Lim | Braddell Brothers LLP |
| Joshua Chow | I.R.B Law LLP |
4. Facts
- QVL, a Hong Kong-incorporated company, provided online travel platform services.
- APL, a Singapore-incorporated company, provided digital payment and online payment gateway services.
- QVL used APL’s payment processing services between October 2018 and June 2019.
- QVL claimed APL owed it US$253,089.34 in outstanding payments.
- APL denied any contractual relationship with QVL, claiming QVL contracted with Cosmopay.
- APL argued that if a contract existed, it contained an exclusive jurisdiction clause favoring English courts.
- QVL accepted it signed a Merchant Service Agreement with Cosmopay for regulatory reasons.
5. Formal Citations
- Qompass Voyage Ltd v APACPAY Pte Ltd, Originating Claim No 495 of 2023 (Summons No 2878 of 2023), [2023] SGHCR 20
6. Timeline
| Date | Event |
|---|---|
| Merchant Service Agreement dated 15 September 2018 entered into between QVL and APL. | |
| QVL used APL’s payment processing and ancillary services between October 2018 and June 2019. | |
| APL notified QVL that it had ceased operations and services. | |
| MAS made an inquiry with APL. | |
| MAS effected a full refund of APL’s security deposit. | |
| Originating Claim No 495 of 2023 filed. | |
| Hearing date. | |
| Hearing date. | |
| Judgment issued. |
7. Legal Issues
- Stay of Proceedings
- Outcome: The court dismissed the application for a stay of proceedings.
- Category: Procedural
- Related Cases:
- [2018] 2 SLR 1271
- [2022] 3 SLR 1300
- Exclusive Jurisdiction Clause
- Outcome: The court found that the defendant failed to establish a good arguable case that the exclusive jurisdiction clause existed and governed the dispute.
- Category: Substantive
- Related Cases:
- [2018] 2 SLR 1271
- [2022] 3 SLR 1300
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Implied Contract
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
11. Industries
- Financial Services
- Travel
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 1271 | Singapore | Cited for the principle that the applicant bears the burden of showing a “good arguable case” that an exclusive jurisdiction agreement exists and governs the dispute. |
| The Eleftheria | N/A | Yes | [1969] 1 Lloyd’s Rep 237 | N/A | Cited for the factors to consider when determining whether a stay should be refused. |
| Amerco Timbers Pte Ltd v Chatsworth Timber Corp Pte Ltd | Court of Appeal | Yes | [1977–1978] SLR(R) 112 | Singapore | Endorsed the factors set out in The Eleftheria for determining whether a stay should be refused. |
| 6DM (S) Pte Ltd v AE Brands Korea Ltd and others and another matter | High Court | Yes | [2022] 3 SLR 1300 | Singapore | Cited for the principles relating to the application of s 12(1) of the CCA. |
| BWG v BWF | Court of Appeal | Yes | [2020] 1 SLR 1296 | Singapore | Cited for the principle that a party in litigation is normally entitled to pursue alternative and seemingly inconsistent positions. |
| Hai Jiang 1401 Pte Ltd v Singapore Technologies Marine Ltd | High Court | Yes | [2020] 4 SLR 1014 | Singapore | Cited regarding the principle that an ASI claimant is entitled to rely on the exclusive jurisdiction or arbitration agreement and thereby obtain an anti-suit injunction against the ASI respondent, despite it denying being a party to the contract on which those foreign proceedings had been brought. |
| Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd | Court of Appeal | Yes | [2019] 1 SLR 732 | Singapore | Cited for the court’s jurisdiction to grant anti-suit injunctions restraining the ASI respondent from commencing or pursuing legal proceedings in a foreign jurisdiction is rooted in equity. |
| Morgan Stanley Asia (Singapore) Pte (formerly known as Morgan Stanley Dean Witter Asia (Singapore) Pte) and others v Hong Leong Finance Ltd | N/A | Yes | [2013] 3 SLR 409 | Singapore | Cited for the principle that foreign proceedings commenced in breach of an exclusive jurisdiction agreement constitute an independent ground for the grant of an anti-suit injunction because that agreement ought to be enforced unless there were strong grounds for not doing so. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Choice of Court Agreements Act 2016 | Singapore |
| s 12(1) of the Choice of Court Agreements Act 2016 | Singapore |
| s 4(1) of the Choice of Court Agreements Act 2016 | Singapore |
| s 3 of the Choice of Court Agreements Act 2016 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Exclusive Jurisdiction Clause
- Merchant Service Agreement
- Stay of Proceedings
- Choice of Court Agreements Act 2016
- Good Arguable Case
- Manifest Injustice
- Public Policy
- Payment Processing Services
- Outstanding Balance
15.2 Keywords
- Stay of Proceedings
- Exclusive Jurisdiction Clause
- Choice of Court Agreements Act
- Singapore High Court
- Contractual Dispute
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Jurisdiction | 90 |
| Conflict of Laws | 80 |
| Civil Procedure | 75 |
| Contract Law | 50 |
| Breach of Contract | 40 |
| Arbitration | 30 |
| Unjust Enrichment | 25 |
16. Subjects
- Civil Procedure
- Conflict of Laws
- Contract Law