International Research Corp PLC v. Lufthansa Systems Asia Pacific Pte Ltd. and Another

Datamat worked on a data-privacy project for Thai Airways. International Research Corp PLC (IRC) (plaintiff) and Lufthansa Systems Asia Pacific Pte Ltd. (Lufthansa) (defendant) were project subcontractors for Datamat. Datamat experienced financial issues and entered into a supplemental agreement with IRC and Lufthansa, signed by all parties, which established that payments would be transferred from Thai Airways to IRC and then IRC would pay Lufthansa under the original cooperation agreement. Only Datamat and Lufthansa were parties to the cooperation agreement, and IRC did not sign it. The supplemental agreement stated that it was “annexed to and made part of” the cooperation agreement, that all other provisions of the cooperation agreement remained in effect, and that Lufthansa and Datamat agreed that IRC held no obligations under the cooperation agreement. The cooperation agreement included an arbitration clause, which required final arbitration in Singapore. After disputes arose over payments from IRC to Lufthansa, Lufthansa began arbitration proceedings against Datamat and IRC pursuant to the arbitration clause in the cooperation agreement. IRC argued that it was not a party to the arbitration agreement and, therefore, the arbitral tribunal did not have jurisdiction over IRC. The arbitral tribunal rejected IRC’s jurisdiction arguments in a preliminary ruling. IRC filed a suit in Singapore High Court to set aside the arbitral tribunal’s ruling. The High Court dismissed the action, and IRC appealed to the Singapore Court of Appeal. IRC argued that the High Court erred because it did not consider whether the arbitration clause was incorporated into the supplemental agreement.