Tomolugen Holdings Ltd and Another v. Silica Investors Ltd and Other Appeals

Silica Investors Ltd. (Silica) (plaintiff) was a minority shareholder of Auzminerals Resource Group Ltd. (AMRG) (defendant). Silica established its stake in AMRG by purchasing shares from Lionsgate Holdings LLC (Lionsgate) (defendant), which was fully controlled by Tomolugen Holdings, Ltd. (Tomolugen) (defendant) and which also held a minority stake in AMRG. Tomolugen was the controlling shareholder of AMRG. The share-purchase agreement between Silica and Lionsgate included provisions promising certain business benefits to Silica as well as an arbitration clause. Silica sued AMRG, Lionsgate, and Tomolugen in Singapore High Court for claims related to the share-purchase agreement. Silica based its claims on § 216 of the Singapore Companies Act (the Companies Act), which prohibited certain conduct causing harm to minority stakeholders. Silica requested that the court order a buyout of Silica’s shares and require AMRG to conduct its affairs in a certain manner or, alternatively, sought an order for AMRG’s liquidation. Lionsgate petitioned the high court to stay the court case and refer the matter to arbitration, citing a provision of the Singapore International Arbitration Act (IAA) that instructed courts to refer disputes to arbitration unless the governing arbitration agreement was null and void, inoperative, or incapable of being performed. The other defendants also moved for a stay pending the arbitration decision. The high court rejected the stay applications, holding that Silica’s claims were not arbitrable because the arbitration tribunal was not permitted to grant the same range of remedies as a court under § 216 of the Companies Act. Tomolugen, Lionsgate, and AMRG appealed.