Singapore Court Of Appeal Rules On Arbitrability

In Tomolugen Holdings Ltd v Silica Investors Ltd [2015] SGCA 57, the Singapore Court of Appeal affirmed that, when faced with a stay application, the Singapore Courts would only undertake a prima facie review of the validity of an arbitration clause and defer the ultimate question of jurisdiction to the arbitral tribunal.

Background

Silica Investors Ltd ("Silica") was a minority shareholder in a mining exploration company known as AMRG. The majority shareholder in AMRG was Tomolugen Holdings Ltd ("Tomolugen"). In June 2010, Silica purchased its 4.2% stake in AMRG from a subsidiary of Tomolugen through a share sale agreement.

Amongst other things, the share sale agreement entitled Silica to appoint a director to AMRG's board and warranted that AMRG's liabilities would be discharged before completion of the sale. The agreement also contained an arbitration clause, which provided for a SIAC arbitration in relation to "any dispute arising out of or in connection