NDK Ltd v Huo Holding Ltd (No 2) [2022] EWHC 2580 (Comm) (14 October 2022)

NDK Ltd v Huo Holding Ltd (No 2) [2022] EWHC 2580 (Comm) (14 October 2022)

Execution and delivery of a Deed of Adherence in the prescribed form is sufficient to make the signatory a party to the SHA and the LCIA Arbitration Agreement, even if the share transfer is void and the signatory is not a registered shareholder. The arbitration agreement is wide enough to cover disputes about the validity of share transfers and party status.

Citation
[2022] EWHC 2580 (Comm)
Parties
Claimant (arbitration Respondent): NDK LIMITED; Second Defendant (arbitration Claimant): HUO HOLDING LIMITED (No 2)
Jurisdiction
England and Wales
Judgment Date
14 October 2022
Procedural Posture
Arbitration Challenge Under Arbitration Act 1996, Ss.67 and 68 / Judgment on Threshold Issue Regarding Party Status Under Arbitration Agreement
Outcome
NDK's challenges under s.67 and s.68 of the Arbitration Act 1996 are dismissed.
Legal Topics
Separability of Arbitration Agreements, Deed of Adherence, Shareholder Agreements, Jurisdictional Challenges, Standing Offer in Contract, Interpretation of Arbitration Clauses
Arbitration Contract Law Company Law Separability of Arbitration Agreements Deed of Adherence Shareholder Agreements Jurisdictional Challenges Standing Offer in Contract +1 more

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Parties

NDK LIMITED

Claimant (arbitration Respondent)

HUO HOLDING LIMITED (No 2)

Second Defendant (arbitration Claimant)

Procedural Posture

Arbitration Challenge Under Arbitration Act 1996, Ss.67 and 68 / Judgment on Threshold Issue Regarding Party Status Under Arbitration Agreement

Legal Issues

  1. 1 Whether HUO became a party to the LCIA Arbitration Agreement in the SHA despite not being a registered shareholder
  2. 2 Whether the execution and delivery of a Deed of Adherence is sufficient to accede to the arbitration agreement
  3. 3 Whether disputes as to the validity of share transfers fall within the arbitration agreement

Ratio Decidendi

Execution and delivery of a Deed of Adherence in the prescribed form is sufficient to make the signatory a party to the SHA and the LCIA Arbitration Agreement, even if the share transfer is void and the signatory is not a registered shareholder. The arbitration agreement is wide enough to cover disputes about the validity of share transfers and party status.

Court Disposition

NDK's challenges under s.67 and s.68 of the Arbitration Act 1996 are dismissed.

Orders

  • Parties to agree the terms of an order giving effect to the determination.
  • January 2023 hearing date to be vacated.