DFD v DFE: Joinder of Parties & Setting Aside Arbitral Award
In DFD v DFE and DFF, the Singapore High Court considered an application by the Trustee to be added as a party to Originating Application No 222 of 2023 and Summons No 952 of 2023, which concerned the enforcement of an arbitral award. The Trustee sought to intervene in support of the Setting Aside Application. The court dismissed the Intervention Application, finding that the Trustee did not have a sufficient interest in the enforceability of the arbitral award to be permitted to participate in the proceedings in any capacity.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Intervention Application dismissed; permission to the Trustee to participate in the present proceedings in any capacity refused.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case regarding an application to be added as a party to proceedings to set aside an arbitral award. The court dismissed the application.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| DFD | Claimant | Corporation | Application to add Trustee as party denied | Won | |
| DFE | Defendant | Corporation | Application to add Trustee as party denied | Neutral | |
| DFF | Defendant | Corporation | Application to add Trustee as party denied | Neutral | |
| Trustee | Applicant | Trust | Application dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Huang Jiahui | Assistant Registrar | Yes |
4. Counsels
4. Facts
- The Claimant obtained permission to enforce an arbitral award against the Defendants.
- The Second Defendant had been declared bankrupt in Ruritania and was under the administration of a Curator.
- The Trustee sought to be added as a party to the OA and the Setting Aside Application to intervene in support of the Setting Aside Application.
- The dispute revolved around the insolvency of the Second Defendant and the realisation of its assets, particularly 12.1m shares.
- The Trustee serves as the trustee for the bondholders of the Bonds.
- The Second Defendant failed to redeem the Bonds and to pay the interest that was due.
- The Trustee claimed to be the largest genuine unsecured creditor of the Second Defendant.
5. Formal Citations
- DFD v DFE and another, Originating Application No 222 of 2023 (Summons No 1198 of 2023), [2023] SGHCR 23
6. Timeline
| Date | Event |
|---|---|
| Second Defendant issued secured bonds | |
| Second Defendant entered into Guarantee Agreement with Claimant and First Defendant | |
| Claimant exercised right to call upon security under the Guarantee Agreement | |
| Claimant exercised right to call upon security under the Guarantee Agreement | |
| Trustee filed a bankruptcy petition against the Second Defendant in Ruritania | |
| Second Defendant transferred the Shares to another company | |
| Trustee obtained a Mareva injunction against the Second Defendant and [Q] before the Singapore courts | |
| Trustee obtained summary judgment against the Second Defendant in Orsinia | |
| Claimant commenced arbitral proceedings against the Defendants | |
| Second Defendant declared bankrupt and the Curator appointed | |
| Hearing date | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Joinder of Parties
- Outcome: The court held that the Trustee did not have a sufficient legal interest to be added as a party.
- Category: Procedural
- Setting Aside Arbitral Award
- Outcome: The court did not rule on the merits of setting aside the arbitral award.
- Category: Substantive
8. Remedies Sought
- Permission to be added as a party to the proceedings
- Intervention in support of the Setting Aside Application
9. Cause of Actions
- Enforcement of Arbitral Award
- Application to Set Aside Arbitral Award
10. Practice Areas
- Commercial Litigation
- Arbitration
- Insolvency
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals | Court of Appeal | Yes | [2018] 1 SLR 894 | Singapore | Cited for the two-stage test for the joinder of parties under O 15 r 6(2)(b) of the ROC 2014. |
| Shanghai Shipyard Co Ltd v Opus Tiger 1 Pte Ltd and another and other appeals and another matter | Court of Appeal | Yes | [2022] 1 SLR 643 | Singapore | Cited for the principle that the person seeking to be joined must have a legal interest that is directly related or connected to the proceedings. |
| Sanders Lead Co Inc v Entores Metal Brokers Ltd | English Court of Appeal | Yes | [1984] 1 WLR 452 | England and Wales | Cited to illustrate that a mere commercial interest in the outcome of the proceedings would not be enough to allow a party to be joined. |
| Tan Yow Kon v Tan Swat Ping and others | High Court | Yes | [2006] 3 SLR(R) 881 | Singapore | Cited for the indicative list of relevant considerations for the joinder of parties. |
| Pegang Mining Co Ltd v Choong Sam | Privy Council | Yes | [1969] 2 MLJ 52 | Malaysia | Cited for the view that it is undesirable to attempt to categorise the situations in which the interests of would-be interveners are sufficient. |
| Wee Soon Kim Anthony v Law Society of Singapore | Court of Appeal | Yes | [2001] 2 SLR(R) 821 | Singapore | Cited for the objective of the provisions for the addition of parties. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal and other matters | Court of Appeal | Yes | [2017] 2 SLR 12 | Singapore | Cited for approval of the considerations in Tan Yow Kon. |
| The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal | Court of Appeal | Yes | [2012] 2 SLR 213 | Singapore | Cited for the recourse available to a creditor dissatisfied with the liquidator’s decision in respect of another creditor’s proof of debt. |
| Cape Breton Company v Fenn | Chancery Division | Yes | (1881) 17 ChD 198 | England and Wales | Cited for the common law power of the court to allow a creditor to bring a claim in the name of the company. |
| Petroships Investment Pte Ltd v Wealthplus Pte Ltd and others | High Court | Yes | [2015] SGHC 145 | Singapore | Cited for the common law power of the court to allow a creditor to bring a claim in the name of the company. |
| Family Food Court (a firm) v Seah Boon Lock and another (trading as Boon Lock Duck and Noodle House) | High Court | Yes | [2008] 4 SLR(R) 272 | Singapore | Cited for the principle that relevant parties should have notice of pending proceedings so that they would be bound by the outcome, and could apply to participate if they wished. |
| Vale SA and others v Benjamin Steinmetz and others | England and Wales Court of Appeal (Civil Division) | Yes | [2021] EWCA Civ 1087 | England and Wales | Cited for the principle that a stranger to the arbitration between the Claimant and the Defendants, was not bound by the Award. |
| Merck Sharp & Dohme Corp (formerly known as Merck & Co, Inc) v Merck KGaA (formerly known as E Merck) | Court of Appeal | Yes | [2021] 1 SLR 1102 | Singapore | Cited for transnational issue estoppel. |
| Perry, Tamar and another v Esculier, Jacques Henri Georges and another and another matter | High Court | Yes | [2022] 1 SLR 107 | Singapore | Cited for the typical remedy under s 438 of the IRDA. |
| The Republic of India v Deutsche Telekom AG | Singapore Court of Appeal (Insolvency) | Yes | [2023] SGCA(I) 4 | Singapore | Cited for the law recognizing the interests of the parties to an arbitration in preserving the confidentiality of the arbitration. |
| X Pte Ltd and another v CDE | High Court | Yes | [1992] 2 SLR(R) 575 | Singapore | Cited for the maxim that “there is no confidence as to the disclosure of iniquity”. |
| Gartside v Outram | Court of Chancery | Yes | (1857) 26 LJ Ch 113 | England and Wales | Cited for the maxim that “there is no confidence as to the disclosure of iniquity”. |
| Golden Hill Capital Pte Ltd and others v Yihua Lifestyle Technology Co, Ltd and another | Court of Appeal | Yes | [2021] 2 SLR 1113 | Singapore | Cited for the observation that Golden Hill and its owners had been permitted to participate in those proceedings as non-parties pursuant to the court’s discretion. |
| Oro Negro Drilling Pte Ltd and others v Integradora de Servicios Petroleros Oro Negro SAPI de CV and others and another appeal (Jesus Angel Guerra Mendez, non-party) | Court of Appeal | Yes | [2020] 1 SLR 226 | Singapore | Cited for the principle that the fact that a party had actively participated in the proceedings below cannot, in and of itself, satisfy the requirements under O 15 r 6(2)(b). |
| Beluga Chartering GmbH (in liquidation) and others v Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (deugro (Singapore) Pte Ltd, non-party) | High Court | Yes | [2014] 2 SLR 815 | Singapore | Cited as an example of courts allowing persons to file affidavits, make submissions or even bring applications in proceedings to which they are not party. |
| Petroships Investment Pte Ltd v Wealthplus Pte Ltd and others and another matter | Court of Appeal | Yes | [2016] 2 SLR 1022 | Singapore | Affirmed on appeal on different grounds. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
| O 9 r 10(1) of the Rules of Court 2021 |
| O 6 rr 1 and 4 of the ROC 2021 |
| O 18 r 5 and O 19 r 5 of the ROC 2021 |
| O 33 r 17 of the ROC 2021 |
| O 9 r 22(3) of the ROC 2021 |
| O 9 r 22(4) of the ROC 2021 |
| O 9 r 23 of the ROC 2021 |
| Rules of Court 2014 |
| O 15 r 6(2)(b) of the ROC 2014 |
| O 15 r 13A of the ROC 2014 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act 1994 | Singapore |
| s 29 of the International Arbitration Act 1994 | Singapore |
| s 31 of the International Arbitration Act 1994 | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 438 of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| s 144(1)(e) of the IRDA | Singapore |
| s 132(1) of the IRDA | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitral Award
- Joinder of Parties
- Setting Aside
- Trustee
- Curator
- Shares
- Bonds
- Guarantee Agreement
- Share Sale Agreement
- Insolvency
15.2 Keywords
- joinder
- arbitration
- insolvency
- trustee
- setting aside
17. Areas of Law
16. Subjects
- Civil Procedure
- Arbitration
- Insolvency