CIZ v CJA: Setting Aside Arbitration Award for Exceeding Jurisdiction on Consultancy Agreement Dispute

In CIZ v CJA, the Singapore High Court heard an application to set aside an arbitration award. The plaintiff, CIZ, sought to set aside an award in favor of the defendant, CJA, relating to a consultancy agreement dispute concerning the 'X Opportunity'. The court, presided over by Justice Chua Lee Ming, set aside the award, finding that the arbitral tribunal exceeded its jurisdiction by making a decision based on grounds not pleaded by either party. The defendant has appealed against the decision.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Award relating to the X Opportunity set aside.

1.3 Case Type

Arbitration

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court set aside an arbitration award, finding the tribunal exceeded its jurisdiction by ruling on unpleaded grounds in a consultancy agreement dispute.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
CJADefendantCorporationAppeal against decisionLost
CIZPlaintiffCorporationAward relating to the X Opportunity set asideWon

3. Judges

Judge NameTitleDelivered Judgment
Chua Lee MingJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Tan Wei Ser VenetiaCNPLaw LLP
Ong Rui Qi EdwynaCNPLaw LLP
Koh Kuan Hong John PaulDentons Rodyk & Davidson LLP
Ajinderpal SinghDentons Rodyk & Davidson LLP
Chioh Wen Qiang AdrielDentons Rodyk & Davidson LLP

4. Facts

  1. CIZ and CJA were parties in SIAC arbitration regarding consultancy services.
  2. CJA claimed damages for CIZ's refusal to pay for consultancy services.
  3. The services related to the acquisition of shares in [X Co] and a collaboration with [Y Co].
  4. The Tribunal awarded CJA US$5,066,106.86 for the [X Co] opportunity but dismissed the [Y Co] claim.
  5. CIZ applied to set aside the award relating to the [X Co] opportunity.
  6. The Consultancy Agreement expired on 31 December 2013.
  7. CIZ acquired shares in [X Co] in 2016 without involving CJA.

5. Formal Citations

  1. CIZ v CJA, Originating Summons No 1253 of 2020, [2021] SGHC 178

6. Timeline

DateEvent
Consultancy Agreement signed
Confidentiality Agreement signed
[Z Co] requested an extension of the Agreement
Deed of Novation signed
Amended and Restated Consultancy Agreement signed
Amended Agreement expired
Plaintiff informed [X Co] it would not proceed with investment
Plaintiff informed defendant a new contract was needed
Plaintiff signed agreement to acquire [ABC Co]'s shares in [X Co]
Completion of acquisition of [ABC Co]'s shareholding in [X Co] announced
Subco held 72.65% of [X Co]'s share capital
Joint discussion failed to resolve dispute
Mediation at Singapore Mediation Centre failed
Arbitration proceedings commenced
Final Award issued
1st Affidavit of [T] affirmed
Hearing date
Judgment date

7. Legal Issues

  1. Exceeding Jurisdictional Scope in Arbitration
    • Outcome: The court held that the Tribunal exceeded its jurisdiction by making findings based on grounds not pleaded by the parties.
    • Category: Jurisdictional
    • Sub-Issues:
      • Departure from pleadings
      • Inconsistent interpretation of contract terms
  2. Interpretation of Contractual Clauses
    • Outcome: The court found that the Tribunal's interpretation of Articles 3.2 and 12 of the Amended Agreement was inconsistent with the defendant's position and exceeded its jurisdiction.
    • Category: Substantive
    • Sub-Issues:
      • Ambiguity in contract terms
      • Expiration of agreement
      • Conditions for success fee payment

8. Remedies Sought

  1. Setting aside of arbitration award

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Arbitration
  • Commercial Litigation

11. Industries

  • Oil and Gas

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBKCourt of AppealYes[2011] 4 SLR 305SingaporeCited for the principle that the court would not hesitate to set aside arbitral awards if a statutorily prescribed ground is clearly established.
PT Asuransi Jasa Indonesia (Persero) v Dexia Bank SAHigh CourtYes[2007] 1 SLR(R) 597SingaporeCited for the principle that an arbitral tribunal has no jurisdiction to decide any issue not referred to it for determination.
PT Prima International Development v Kempinski Hotels SA and other appealsCourt of AppealYes[2012] 4 SLR 98SingaporeCited for the role of pleadings in defining the jurisdiction of the arbitrator and that any new fact or change in the law arising after a submission to arbitration which is ancillary to the dispute submitted for arbitration and which is known to all parties to the arbitration is part of that dispute and need not be specifically pleaded.
Prometheus Marine Pte Ltd v King, Ann Rita and another appealCourt of AppealYes[2018] 1 SLR 1SingaporeCited for the principle that a practical view has to be taken regarding the substance of the dispute being referred to arbitration.
TMM Division Maritima SA de CV v Pacific Richfield Marine Pte LtdHigh CourtNo[2013] 4 SLR 972SingaporeCited for the principle that an issue which surfaces in the course of the arbitration and is known to all the parties would be considered to have been submitted to the arbitral tribunal even if it is not part of any memorandum of issues or pleadings.
CAI v CAJ and anotherHigh CourtYes[2021] SGHC 21SingaporeCited for the principle that an arbitral tribunal's jurisdiction is demarcated by what the parties agree to submit to the tribunal for determination and that there must be some reference in the pleadings to the claim, defence or issue that the tribunal eventually decided upon.
GD Midea Air Conditioning Equipment Co Ltd v Tornado Consumer Goods Ltd and another matterHigh CourtYes[2018] 4 SLR 271SingaporeCited for the principle that where a Tribunal has exceeded its jurisdiction by addressing matters beyond the scope of the submission to arbitration, there is no further requirement to show that the applicant had suffered “real or actual prejudice”.
Al-Medenni v Mars UK LimitedEngland and Wales Court of Appeal (Civil Division)Yes[2005] EWCA Civ 1041England and WalesCited for the principle that it is fundamental to our adversarial system of justice that the parties should clearly identify the issues that arise in the litigation, so that each has the opportunity of responding to the points made by the other.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
International Arbitration Act (Cap 143A, 2002 Rev Ed)Singapore
Model Law Article 34(2)(a)(iii)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Arbitration
  • Jurisdiction
  • Consultancy Agreement
  • Success Fee
  • Deed of Novation
  • Amended Agreement
  • X Opportunity
  • SPA
  • Expiry Date
  • Pleadings

15.2 Keywords

  • arbitration
  • jurisdiction
  • contract
  • consultancy
  • Singapore

17. Areas of Law

Area NameRelevance Score
Arbitration75
Contract Law70
Setting Aside Arbitral Award65
Breach of Contract60
Jurisdiction50
International Arbitration Law45

16. Subjects

  • Arbitration
  • Contract Law
  • Civil Procedure