Reputation Administration Service Pte Ltd v Spamhaus Technology Ltd

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 03 November 2020
• Neutral Citation: [2020] SGHC 240
• Court: High Court (Singapore)
• Docket Number: Suit No 814 of 2019 (Summons No 3727 of 2020)
• Year: 2020
• Published date: 07 November 2020
• Hearing Date: 26 October 2020,01 November 2020
• Plaintiff Counsel: Kyle Yew Chang Mao and Vanathi Eliora Ray (Joseph Lopez LLP)
• Defendant Counsel: Han Wah Teng (CTLC Law Corporation)
• Subject Matter: Civil Procedure,Appeals,Leave
• Citation: [2020] SGHC 240

Choo Han Teck J:

This is an application for leave to appeal against the decision in Registrar’s Appeal No 145 of 2020 (“RA 145”), which arises from Suit 814 of 2019 (“the Suit”).

The Suit is a claim commenced by the respondent, Spamhaus Technology Ltd (“ST”), against the applicant, Reputation Administration Service Pte Ltd (“RAS”). In the Suit, ST alleges that RAS is in arrears of commissions which are payable to ST under a contract (“the Contract”).

On 3 June 2020, RAS took out Summons 2181 of 2020 (“SUM 2181”) to stay the Suit under O 12 r 7 of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) (“ROC”), on the basis that the Contract contained the following exclusive jurisdiction clause (“the EJC”):

This Agreement shall be exclusively governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the Courts of England and Wales in relation to the Agreement and any dispute or claim that arises out of or in connection with this Agreement.

The Assistant Registrar (“AR”) applied the principles in Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271 (“Vinmar”), which he summarised as follows: The applicant bears the burden of demonstrating that there is a “good arguable case” that an EJC governs the dispute. To establish a “good arguable case”, the applicant needs to have “the better of the argument, on the evidence before the court, that the [jurisdiction] agreement exists and applies to the dispute” (Vinmar at [41] and [45]). If the EJC applies, the next question is whether there is strong cause to refuse a stay of proceedings (Vinmar at [69]).

The AR dismissed SUM 2181 as he was unable to conclude that there was a good arguable case that the EJC governed the Suit. This was because RAS had “hedg[ed] its position” as to whether the EJC applied. In particular, RAS’ sole director, Mr Goel Adesh Kumar, had stated on affidavit that the EJC would be an applicable term of the Contract “if indeed such an agreement [was] found to be established at law”. Mr Goel had also questioned whether ST was a party to the Contract (and, consequently, whether it had locus standi to bring the claim).

In RA 145, RAS appealed the AR’s decision. After hearing the parties, I agreed with the AR’s reasoning and dismissed RAS’ appeal on the basis that RAS had not discharged its burden of showing that the EJC applied. RAS then filed this application for leave to appeal against...