Car & Cars Pte Ltd v Volkswagen AG and Another
Jurisdiction | Singapore |
Court | High Court (Singapore) |
Judge | Andrew Ang J |
Judgment Date | 19 October 2009 |
Neutral Citation | [2009] SGHC 233 |
Citation | [2009] SGHC 233 |
Defendant Counsel | Chan Kia Pheng, Ang Keng Ling and Audra Balasingam (KhattarWong) |
Docket Number | Suit No 960 of 2008 (Registrar's Appeal No 136 of 2009) |
Published date | 02 November 2009 |
Plaintiff Counsel | Lok Vi Ming SC, Koh Kia Jeng and Vanessa Yong Shuk Lin (Rodyk & Davidson LLP) |
Date | 19 October 2009 |
Subject Matter | Arbitration |
19 October 2009 |
Judgment reserved. |
Andrew Ang J:
Introduction
Background
The parties
The facts
(a) |
the second respondent would “officially take over the importer function and responsibilities for Volkswagen passenger cars” by 1 January 2005 and the Importer Agreement would be terminated by 31 December 2004; |
(b) |
the appellant would “remain as the Importer for After-Sales business (service and parts)” and would be “the single VW dealer with effect from 01/01/2005” and “get a standard VW dealer contract (varied as mutually agreed) with agreed sales quota”; and |
(c) |
in the event that the appellant could not “achieve the sales quota agreed jointly at any point in time” due to its own fault or if the appellant lacked “the resources to cope with market demand”, the respondents would have the right to appoint other dealers. |
In addition, cl 3 of the MOU provided:
The parties will on good faith and best endeavour basis negotiate and conclude all terms and condition and enter into a definitive agreement in respect hereof within 4 weeks from the date of this Memorandum of Understanding, failing which this Memorandum of Understanding shall expire. Upon expiry, the parties shall be under no obligation to proceed further. |
10 To facilitate the parting of ways, the parties entered into four written agreements:
(a) |
an agreement dated 31 January 2007 made between the appellant and the first respondent in respect of the termination of the Importer Agreement (“the Termination of Importer Agreement”); |
(b) |
an agreement dated 31 January 2007 made between the appellant and the second respondent in respect of the termination of the Dealership Agreement (“the Termination of Dealership Agreement”); |
(c) |
a Sale of Assets and VW Parts Agreement dated 31 January 2007 made between the appellant, Group Exklusiv Pte Ltd (“GEPL”), and the second respondent (“the Sale of Assets and VW Parts Agreement”); and |
(d) |
an assignment of the lease (of certain units at 247 Alexandra Road (“the premises”) where the appellant carried on its business) dated 1 February 2007 made between GEPL and the second respondent (“the Assignment of Lease Agreement”). |
This agreement herein shall be governed by and its provisions interpreted in accordance with the law of Singapore. Any disputes arising out of or in connection with this agreement herein shall be referred to arbitration in the Singapore International Arbitration Centre in accordance with the Rules of the Singapore International Arbitration Centre for the time being in force. [emphasis added] |
As already mentioned above, the AR granted the application. He took the position that by the wording of cl 6, the rules of the Singapore International Arbitration Centre (“SIAC”) in force at the time of the commencement of the arbitration (ie, SIAC Rules (3rd Ed, 2007) (“SIAC Rules 2007”) applied to the dispute rather than the rules in force at the time of the...
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