DEM v DEL: Setting Aside Arbitration Award for Lack of Notice and Enforceability of Business Purchase Agreement
In DEM v DEL, the General Division of the High Court of Singapore heard an application by DEM (Mr. X) to set aside an arbitration award obtained by DEL (W Co) concerning a Business Purchase Agreement (BPA). Mr. X argued lack of proper notice, failure to consider enforceability of the BPA, breach of natural justice, and public policy concerns. The court, presided over by Judicial Commissioner Kristy Tan, dismissed the application, finding that Mr. X had been given proper notice of the arbitration proceedings and that the arbitrator had implicitly considered the enforceability of the BPA. Consequently, the court also dismissed Mr. X's application to set aside the order granting W Co leave to enforce the award and the judgment entered in terms of the award.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Originating Application and Summons Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Application to set aside an arbitration award. The court dismissed the application, finding proper notice and enforceability of the BPA.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kristy Tan | Judicial Commissioner of the High Court | Yes |
4. Counsels
4. Facts
- W Co commenced arbitration against Mr. X for misrepresentation and breach of contract.
- Mr. X claimed he did not receive proper notice of the arbitration proceedings.
- Mr. X argued the Business Purchase Agreement was unenforceable against him for lack of consideration.
- The arbitrator found Mr. X liable for misrepresentation and breach of the non-compete and non-solicit provisions in the BPA.
- Mr. X applied to set aside the award, arguing lack of notice, failure to consider enforceability, breach of natural justice, and public policy concerns.
- The court found that Mr. X had been given proper notice of the arbitration proceedings.
- The court found that the arbitrator had implicitly considered the enforceability of the BPA.
5. Formal Citations
- DEM v DEL and another matter, Originating Application No 800 of 2023, [2024] SGHC 80
6. Timeline
| Date | Event |
|---|---|
| DEL incorporated in Singapore | |
| Business Purchase Agreement signed | |
| Shareholders Agreement signed | |
| Employment Agreement signed | |
| DEM's employment terminated (W Co's version) | |
| DEM's employment terminated (DEM's version) | |
| First police report by Ms. U | |
| Second police report by Ms. U | |
| Notice of Arbitration filed with SIAC | |
| 2019 NOA sent to Mr. X by AR registered post | |
| 2019 NOA sent to Mr. X by email | |
| Farallon Law Corporation states they act for Mr. X, Ms. Y and Z Co | |
| SIAC issues letter to parties | |
| FLC served three Responses to the 2019 NOA on Ong & Shan LLC | |
| SIAC rejects W Co’s application to consolidate the three arbitrations | |
| FLC wrote to the SIAC on filing fees | |
| W Co informs SIAC it wishes to proceed with only the Arbitration | |
| FLC issues letter to the SIAC | |
| RPC Premier Law takes over legal representation of Ms. Y and Z Co | |
| W Co’s NOA for the Arbitration filed with the SIAC | |
| RPC sends Ms Y and Z Co’s Response to the 2020 NOA | |
| Tang Thomas LLC asks the SIAC how the matter should proceed | |
| RPC sends an e-mail to the SIAC | |
| Arbitrator's letter of appointment | |
| SIAC notifies parties of Arbitrator's appointment | |
| Arbitrator asks Mr. X to explain delay and confirm participation | |
| Arbitrator, Tang Thomas LLC and RPC exchange emails on draft Procedural Order No 1 | |
| Tang Thomas LLC sends emails and Zoom details to Mr. X by registered post and email | |
| First preliminary meeting held | |
| Procedural Order No 1 finalised and issued | |
| W Co serves its Statement of Claim and Bundle of Documents | |
| RPC served Ms Y and Z Co’s Statement of Defence and Bundle of Documents | |
| Tang Thomas LLC served W Co’s Reply | |
| RPC served Ms Y and Z Co’s Rejoinder | |
| Tang Thomas LLC and RPC correspond on document production requests | |
| Tang Thomas LLC and RPC correspond on document production requests | |
| W Co produced a Supplemental Bundle of Documents | |
| Arbitrator made Procedural Order No 2 on document production | |
| Ms Y and Z Co produced their Supplemental Bundle of Documents | |
| W Co produced its 2nd Supplemental Bundle of Documents | |
| W Co filed four Witness Statements | |
| Ms Y and Z Co filed one Witness Statement | |
| RPC sent Ms Y and Z Co’s Witness Statement to Mr X by hand delivery | |
| Tang Thomas LLC sent W Co’s Witness Statements to Mr X by email | |
| Tang Thomas LLC sent W Co’s Witness Statements to Mr X by registered post | |
| Tang Thomas LLC notifies settlement between W Co, Ms Y and Z Co | |
| SIAC informs case title will be amended | |
| Pre-hearing procedural call took place | |
| Arbitrator recapitulates directions made at the call | |
| Tang Thomas LLC states the directions made at the pre-hearing procedural call | |
| W Co files its Opening Statement | |
| Tang Thomas LLC sets out the Zoom details for the 8 September 2021 hearing | |
| Tang Thomas LLC encloses a copy of the Arbitrator’s 31 August 2021 email | |
| Tang Thomas LLC sends the Opening Statement to Mr. X by post | |
| Tang Thomas LLC sends the Opening Statement to Mr. X by email | |
| Substantive hearing in the Arbitration took place | |
| Arbitrator receives an email from J E-mail Address | |
| Arbitrator sends an email to Tang Thomas LLC, the SIAC, the K E-mail Address and the J E-mail Address | |
| Tang Thomas LLC replies to Arbitrator | |
| Tang Thomas LLC sends an email to the J E-mail Address | |
| Tang Thomas LLC sends an email to the Arbitrator | |
| Arbitrator replies to Tang Thomas LLC | |
| Tang Thomas LLC writes to RPC | |
| RPC seeks clarification | |
| Tang Thomas LLC replies | |
| RPC replies | |
| Tang Thomas LLC sends an email to the Arbitrator | |
| Tang Thomas LLC serves W Co’s Closing Submissions | |
| Tang Thomas LLC merged with Wee Swee Teow LLP | |
| WST and the Arbitrator exchange emails | |
| Award dated | |
| SIAC sends the Award by email | |
| WST sends a letter to Mr. X by AR registered post and certificate of posting | |
| W Co files OA 588 | |
| ACRA People Profile search performed by W Co on Mr. X | |
| W Co obtained the Order and the Judgment | |
| WST’s process server went to the Tampines Address | |
| W Co files an application for substituted service | |
| Mr. X sends an email from the J E-mail Address | |
| Mr. Fun served the Order and Judgment on Mr. X | |
| C&P files a Notice of Appointment of Solicitor | |
| Mr. X files OA 800 and SUM 2382 | |
| Hearing | |
| Hearing | |
| Judgment reserved |
7. Legal Issues
- Lack of Proper Notice of Arbitration
- Outcome: The court found that proper notice was given, as documents were delivered to the addresses specified in the BPA and SIAC Rules.
- Category: Procedural
- Enforceability of Business Purchase Agreement
- Outcome: The court found that the arbitrator had implicitly considered the issue of consideration and that the BPA was enforceable.
- Category: Substantive
- Breach of Natural Justice
- Outcome: The court found no breach of natural justice, as the applicant had the opportunity to be heard.
- Category: Procedural
- Public Policy
- Outcome: The court found that upholding the award would not violate public policy.
- Category: Procedural
8. Remedies Sought
- Setting Aside of Arbitration Award
- Setting Aside of Court Order
- Setting Aside of Judgment
9. Cause of Actions
- Misrepresentation
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| L W Infrastructure Pte Ltd v Lim Chin San Contractors Pte Ltd | Court of Appeal | Yes | [2013] 1 SLR 125 | Singapore | Cited for the principle that legal principles applying to provisions in the Model Law and the IAA would also apply to s 48(1)(a)(iii) of the AA. |
| DBX and another v DBZ | High Court | Yes | [2023] SGHC(I) 18 | Singapore | Cited for assessing 'proper notice' with reference to whether documents were delivered to addresses indicated in contractual documents and/or in accordance with applicable arbitration laws and/or institutional arbitration rules. |
| Re Shanghai Xinan Screenwall Building & Decoration Co, Ltd | High Court | Yes | [2022] 5 SLR 393 | Singapore | Cited for assessing 'proper notice' with reference to whether documents were delivered to addresses indicated in contractual documents and/or in accordance with applicable arbitration laws and/or institutional arbitration rules. |
| OUE Lippo Healthcare Ltd v David Lin Kao Kun | High Court | No | [2019] HKCU 2454 | Hong Kong | Cited for the principle that 'proper notice' may be different from actual notice. |
| Yap Son On v Ding Pei Zhen | High Court | Yes | [2017] 1 SLR 219 | Singapore | Cited for the principle that the purpose of contractual interpretation is to give effect to the objectively ascertained expressed intentions of the contracting parties. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the criteria of admissibility of extrinsic evidence in interpreting a contract. |
| CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBK | Court of Appeal | Yes | [2011] 4 SLR 305 | Singapore | Cited for the principle that the court may, in its discretion, decline to set aside an arbitral award even though one of the prescribed grounds for setting aside under Art 34(2) of the Model Law has been established. |
| Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another | Court of Appeal | Yes | [2021] 2 SLR 1279 | Singapore | Cited for the principle that the court may, in its discretion, decline to set aside an arbitral award even though one of the prescribed grounds for setting aside under Art 34(2) of the Model Law has been established. |
| CHH v CHI | High Court | Yes | [2021] 4 SLR 295 | Singapore | Cited for the principle that if there is no real or actual prejudice, the court might decline to set aside the award concerning s 48(1) of the AA. |
| BTN and another v BTP and another and other matters | Court of Appeal | Yes | [2022] 4 SLR 683 | Singapore | Cited for the principle that an arbitral award should be read reasonably, generously, commercially, as a whole and in context. |
| PT Asuransi Jasa Indonesia (Persero) v Dexia Bank SA | Court of Appeal | Yes | [2007] 1 SLR(R) 597 | Singapore | Cited for the principle that public policy under Art 34(2)(b)(ii) of the Model Law encompasses a narrow scope. |
| Fisher, Stephen J v Sunho Construction Pte Ltd | High Court | Yes | [2018] SGHC 76 | Singapore | Cited for the principle that public policy under s 48(1)(b)(ii) of the AA encompasses a narrow scope. |
| Sun Tian Gang v Hong Kong & China Gas (Jilin) Ltd | Court of First Instance | No | [2016] HKCU 2334 | Hong Kong | Cited by Mr. X for the principle that enforcement of an arbitral award would be contrary to public policy if the award-debtor had been unable to present his case in the arbitration. |
| Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another | Court of Appeal | Yes | [2021] 1 SLR 1045 | Singapore | Cited for the principle that Art 34(3) of the Model Law prevents a court from entertaining setting aside applications brought under Art 34 after the expiry of the three-month period. |
| ABC Co v XYZ Co Ltd | High Court | Yes | [2003] 3 SLR(R) 546 | Singapore | Cited for the principle that Art 34(3) of the Model Law prevents a court from entertaining setting aside applications brought under Art 34 after the expiry of the three-month period. |
13. Applicable Rules
| Rule Name |
|---|
| Arbitration Rules of the Singapore International Arbitration Centre (6th Edition, 1 August 2016) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Arbitration Act 2001 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration
- Business Purchase Agreement
- Notice of Arbitration
- Setting Aside
- Consideration
- Misrepresentation
- Non-Compete
- Non-Solicit
- SIAC Rules
- Proper Notice
15.2 Keywords
- Arbitration
- Singapore
- Contract
- Notice
- Enforcement
- Business Agreement
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| Proper Notice | 85 |
| Setting Aside Arbitral Award | 80 |
| Recourse against award | 75 |
| Misrepresentation | 70 |
| Contract Law | 60 |
| Breach of Contract | 60 |
| Jurisdiction | 40 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure