ROCKEBY BIOMED LTD V ALPHA ADVISORY PTE LTD

[2011] SGHC 155, High Court of Singapore, Judith Prakash J, 22 June 2011

Arbitration - Public policy - Challenge to award on public policy grounds - Whether award valid

RBL, an Australian company, entered into an agreement with AAPL, a Singapore company, under which the latter was to provide advice to RBL in its attempt to secure a listing on the Singapore Stock Exchange. Under the agreement RBL was to pay S$10,000 per month, and any disputes were to be resolved by arbitration in Singapore under the arbitration rules of the Singapore International Arbitration Centre. The law applicable to the agreement was the law of Singapore. The agreement operated from August 2007 but was terminated at the end of April 2008. At that stage there were outstanding monthly sums totalling S$65,000. Arbitration was commenced in July 2009. There were two main defences put forward by RBL, both based on contraventions of the Securities and Futures Act. The first was that AAPL was required to be licensed under the Act but was not licensed and was not entitled to rely upon any of the exceptions. The second was that AAPL did not have the legal capacity to enter into the agreement. The arbitrator rejected both defences. He found that the primary purpose of the services rendered by AAPL under the agreement was not the raising of funds by making an offer of securities to the public but merely the provision of advice on various options. On that basis two of the exceptions under the Act were applied. By the arbitrator's award dated 31 August 2010, RBL was ordered to pay to AAPL S$73,368 in respect of unpaid invoices and interest, as well as costs. RBL applied to the High Court for the award to be set aside on the ground that it conflicted with the public policy of Singapore. It was held that the application would be rejected. The arbitrator had not erred in his interpretation of the legislation so that the agreement was not unlawful. Public policy issues did not therefore arise.