VINMAR OVERSEAS (SINGAPORE) PTE LTD V PTT INTERNATIONAL TRADING PTE LTD

[2018] SGCA 65, Singapore Court of Appeal, Sundaresh Menon CJ, Andrew Phang Boon Leong JA, Judith Prakash JA, Tay Yong Kwang JA and Steven Chong JA, 22 October 2018

Conflict of laws - Choice of jurisdiction - Exclusive jurisdiction clauses - Whether the merits of a defence relevant in deciding a stay pursuant to an exclusive jurisdiction clause - Course of dealing

The court reversed earlier precedent to the effect that the merits of a defence, or lack thereof, were relevant in deciding whether proceedings should be stayed to give effect to an exclusive jurisdiction clause. The parties had entered into a series of contracts for the sale of chemical commodities, all containing an exclusive jurisdiction clause in favour of the London High Court. Vinmar was the buyer and the seller was in two cases PTT Public and two cases the defendant, PTT International. In November 2014, following negotiations for a fifth contract, a deal recap was sent from PTT to Vinmar, which did not contain the exclusive jurisdiction clause. A later email referred to attached "Written Terms" containing the exclusive jurisdiction clause as a draft contract. Vinmar’s on-sale fell through and Vinmar sought to terminate to contract for PPT's alleged breach in failing to load the cargo by the agreed date. PTT responded that it had performed its obligations, insisting that the contract remained valid. Both parties referred to the Written Terms in their correspondence. PTT sued, alleging wrongful termination, in response to which Vinmar sought a stay on the basis of the exclusive jurisdiction clause. The Assistant Registrar and the judge, bound by a line of decisions starting with The Jian He [1999] 3 SLR(R) 432, declined to stay the proceedings. This was the appeal of Vinmar.