BEST FIELD INC v. TRIANGULAR FORCE CONSTRUCTION ENGINEERING LTD

BEST FIELD INC v. TRIANGULAR FORCE CONSTRUCTION ENGINEERING LTD

The arbitration clause in the Written Agreement is wide enough to cover disputes arising from the later oral agreement concerning monetisation of the shares; the plaintiff's pre-action letters and defendant's silence did not amount to clear and unequivocal waiver or election to litigate; therefore the action should be stayed and the dispute referred to arbitration under s20 Arbitration Ordinance (Cap 609).

Citation
[2022] HKCFI 1641
Parties
Plaintiff: Best Field Inc; Defendant: Triangular Force Construction Engineering Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
24 May 2022
Case Number
HCA913/2021
Procedural Posture
Civil Action Contractual/share Dispute With Application to Stay for Arbitration / Hearing of Defendant's Summons for Stay in Favour of Arbitration Under Section 20 Arbitration Ordinance (cap 609) (chambers)
Outcome
Proceedings stayed in favour of arbitration
Legal Topics
Stay of Proceedings, Arbitration Clause Construction, Waiver/election by Conduct or Silence, Scope of Arbitration Agreement, Pre Action Correspondence
Source Language
EN
Arbitration Contract Civil Procedure Company Law Commercial Disputes Stay of Proceedings Arbitration Clause Construction Waiver/election by Conduct or Silence +2 more

Case Brief

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Parties

Best Field Inc

Plaintiff

Triangular Force Construction Engineering Limited

Defendant

Procedural Posture

Civil Action Contractual/share Dispute With Application to Stay for Arbitration / Hearing of Defendant's Summons for Stay in Favour of Arbitration Under Section 20 Arbitration Ordinance (cap 609) (chambers)

Legal Issues

  1. 1 Whether there is a valid arbitration agreement between the parties
  2. 2 Whether the arbitration clause in the Written Agreement covers the dispute arising from the later oral agreement
  3. 3 Whether the Dispute Resolution Clause is permissive and requires mutual consent to arbitrate

Ratio Decidendi

The arbitration clause in the Written Agreement is wide enough to cover disputes arising from the later oral agreement concerning monetisation of the shares; the plaintiff's pre-action letters and defendant's silence did not amount to clear and unequivocal waiver or election to litigate; therefore the action should be stayed and the dispute referred to arbitration under s20 Arbitration Ordinance (Cap 609).

Court Disposition

Proceedings stayed in favour of arbitration

Orders

  • Action stayed in favour of arbitration pursuant to section 20 Arbitration Ordinance (Cap 609)
  • Parties referred to arbitration at the Hong Kong International Arbitration Centre (HKIAC) in accordance with the agreement