NDK LIMITED v HUO HOLDING LIMITED & Anor

NDK LIMITED v HUO HOLDING LIMITED & Anor

Claims between shareholders under the Articles of Association of a private company, where all shareholders are parties to a contemporaneous shareholders’ agreement containing a wide arbitration clause and a supremacy clause, fall within the scope of that arbitration agreement. The matters raised in the Cyprus Proceedings are arbitrable under English law, as they are essentially private commercial disputes and do not engage public policy or third-party interests to a degree that would preclude arbitration.

Parties
Claimant / Arbitration Respondent: NDK Limited; Defendant / Arbitration Claimant: HUO Holding Limited; Defendant / Arbitration Claimant: KXF Trading Ltd
Jurisdiction
England and Wales
Judgment Date
01 July 2022
Procedural Posture
Commercial Arbitration Challenge / Judgment on Challenges Under Ss.67 and 68 of the Arbitration Act 1996
Outcome
NDK’s challenges under s.67 of the Arbitration Act 1996 are dismissed.
Legal Topics
Arbitration Agreement Scope, Arbitrability, Shareholders’ Agreements, Articles of Association, Anti Suit Injunctions
Arbitration Company Law Contract Law Arbitration Agreement Scope Arbitrability Shareholders’ Agreements Articles of Association Anti Suit Injunctions

Case Brief

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Parties

NDK Limited

Claimant / Arbitration Respondent

HUO Holding Limited

Defendant / Arbitration Claimant

KXF Trading Ltd

Defendant / Arbitration Claimant

Procedural Posture

Commercial Arbitration Challenge / Judgment on Challenges Under Ss.67 and 68 of the Arbitration Act 1996

Legal Issues

  1. 1 Whether claims under a company’s articles of association fall within the scope of an arbitration clause in a shareholders’ agreement
  2. 2 Whether the matters raised in the Cyprus Proceedings are arbitrable under English law

Ratio Decidendi

Claims between shareholders under the Articles of Association of a private company, where all shareholders are parties to a contemporaneous shareholders’ agreement containing a wide arbitration clause and a supremacy clause, fall within the scope of that arbitration agreement. The matters raised in the Cyprus Proceedings are arbitrable under English law, as they are essentially private commercial disputes and do not engage public policy or third-party interests to a degree that would preclude arbitration.

Court Disposition

NDK’s challenges under s.67 of the Arbitration Act 1996 are dismissed.

Orders

  • Both of NDK’s challenges to the Partial Final Award under s.67 of the Arbitration Act 1996 fail.
  • The parties are to agree a process for resolving any consequential issues, to be submitted to the court for approval.