Unfair prejudice petitions

In the May 2011 issue of Arbitration Law Monthly, there was discussion of the decision of Vos J in Fulham Football Club (1987) Ltd v Richards [2010] EWHC 3111 (Ch). The learned judge there held that an arbitration clause which on its proper construction extended to unfair prejudice petitions under the Companies Act 2006 was not precluded by principles of nonarbitrability and public policy from requiring disputes falling within the clause from being arbitrated. Between the decision of Vos J and that of the Court of Appeal, the Singapore Court of Appeal in Larsen Oil and Gas Pte Ltd v Petroprod Ltd [2011] SGCA 21 considered at length the arbitrability of insolvency rules and drew a distinction between public and private law issues.

Fulham: the background

Football Association Premier League Ltd (FAPL) was incorporated in 1992 to organise and manage the Premier League, and in particular to represent its 20 member clubs in respect of broadcast and sponsorship agreements. Each of the 20 clubs is a shareholder in FAPL. Under FAPL’s articles of association, member clubs are bound to comply with the rules of the Football Association (FA), the rules and articles of FAPL, and also the statutes and regulations of FIFA (Fédération Internationale de Football Association). The FA Rules provide that clubs may not use the services of an unauthorised agent for the purpose of negotiating player transfers. Both the FAPL and the FA Rules contain arbitration clauses. Section S, rule 2 of the FAPL Rules provides as follows: