PART 1 | Short title and commencement |
| 1. This Act is the Choice of Court Agreements Act 2016 and comes into operation on a date that the Minister appoints by notification in the Gazette. |
2.—(1) In this Act, unless the context otherwise requires —| “chosen court” means a court, of a Contracting State, designated in an exclusive choice of court agreement; |
“Contracting State” —| (a) | means a State which is a party to the Convention; and | | (b) | includes, in an appropriate case —| (i) | a Regional Economic Integration Organisation which is a party to the Convention; and | | (ii) | a member State, of a Regional Economic Integration Organisation which is a party to, and has made a declaration under Article 30(1) of, the Convention; |
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| “Convention” means the Convention on Choice of Court Agreements done at The Hague on 30 June 2005; |
| “court of origin”, in relation to a foreign judgment for which recognition or enforcement is sought under this Act, means the court which gives the foreign judgment; |
“foreign judgment” means a judgment given by a court of a Contracting State (other than Singapore), being —| (a) | a chosen court; or | | (b) | a court to which a chosen court has transferred, in accordance with the law or practice relating to the allocation of jurisdiction or transfer of cases among courts in that Contracting State, the case to which the judgment relates; |
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“judgment” means —| (a) | a final court decision (by whatever name called) on the merits, a consent order, a consent judgment or a judgment given by default; or | | (b) | a determination by a court of any costs or expenses relating to any such court decision, consent order, consent judgment or a judgment given by default; |
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“judicial settlement” —| (a) | means a contract approved by, or concluded before, a court of a Contracting State (other than Singapore), in the course of proceedings, being a contract —| (i) | between the parties to proceedings before that court; | | (ii) | by which those parties end those proceedings; and | | (iii) | which is recorded by that court in an official document; but |
| | (b) | does not include a consent order or consent judgment; |
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| “law of Singapore” means any written law or any rule of law that applies in Singapore; |
“State of origin” —| (a) | in relation to a foreign judgment for which recognition or enforcement is sought under this Act, means the Contracting State of the court of origin of the foreign judgment; or | | (b) | in relation to a judicial settlement for which enforcement is sought under this Act, means the Contracting State of the court which recorded the judicial settlement. |
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| (2) Where the High Court is designated in an exclusive choice of court agreement, the designation is to be construed as including the Singapore International Commercial Court unless a contrary intention appears in the agreement. |
(3) Unless the context otherwise requires, where different systems of law apply in different territorial units in a Contracting State (other than a Regional Economic Integration Organisation) —| (a) | any reference to the law or procedure of that Contracting State is to be construed as a reference, where appropriate, to the law or procedure in force in the relevant territorial unit of that Contracting State; | | (b) | any reference to residence in that Contracting State is to be construed as a reference, where appropriate, to residence in the relevant territorial unit of that Contracting State; | | (c) | any reference to the court or courts of that Contracting State is to be construed as a reference, where appropriate, to the court or courts in the relevant territorial unit of that Contracting State; and | | (d) | any reference to a connection with that Contracting State is to be construed as a reference, where appropriate, to a connection with the relevant territorial unit of that Contracting State. |
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| Meaning of “exclusive choice of court agreement” |
3.—(1) An exclusive choice of court agreement is an agreement between 2 or more parties that —| (a) | is concluded or documented —| (i) | in writing; or | | (ii) | by any other means of communication which renders the information communicated accessible so as to be usable for subsequent reference; and |
| | (b) | designates, for the purpose of deciding any dispute which arises or may arise in connection with a particular legal relationship, the courts, or one or more specific courts, of one Contracting State to the exclusion of the jurisdiction of any other courts. |
(2) A choice of court agreement between 2 or more parties which satisfies the following requirements is deemed to be an exclusive choice of court agreement, unless the parties to the agreement expressly provide otherwise:| (a) | the agreement is concluded or documented —| (i) | in writing; or | | (ii) | by any other means of communication which renders the information communicated accessible so as to be usable for subsequent reference; |
| | (b) | the agreement designates, for the purpose of deciding any dispute which arises or may arise in connection with a particular legal relationship, the courts, or one or more specific courts, of one Contracting State. |
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| Meaning of “international case” |
4.—(1) For the purposes of Part 2, a case is an international case unless —| (a) | the parties to the case reside in the same Contracting State; and | | (b) | the relationship of the parties and all other elements relevant to the dispute (other than the location of the chosen court) are connected only with that Contracting State. |
(2) For the purposes of Part 3, a case is an international case if the claim is for —| (a) | the recognition, or recognition and enforcement, of a foreign judgment; or | | (b) | the enforcement of a judicial settlement recorded before a court of a Contracting State (other than Singapore). |
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| Exclusive choice of court agreement as independent agreement |
5. Where an exclusive choice of court agreement forms part of a contract —| (a) | the agreement is to be treated as independent of the other terms of the contract; and | | (b) | the validity of the agreement cannot be challenged solely on the ground that the contract is not valid. |
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| Residence of person other than individual |
6. For the purposes of this Act, a person (other than an individual) is resident in a State if —| (a) | the person has its statutory seat in that State; | | (b) | the person was incorporated or formed under the law of that State; | | (c) | the person has its central administration in that State; or | | (d) | the person has its principal place of business in that State. |
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| 7. This Act binds the Government. |
| 8. Subject to sections 9, 10 and 22, this Act applies in every international case where there is an exclusive choice of court agreement concluded in a civil or commercial matter. |
| Certain matters excluded from Act |
9.—(1) This Act does not apply to an exclusive choice of court agreement if —| (a) | any party to the agreement is an individual who acts primarily in the capacity of a consumer; or | | (b) | the agreement relates to a contract of employment or collective agreement. |
(2) This Act does not apply to any of the following matters:| (a) | the status and legal capacity of an individual; | | (b) | any matter relating to family law, including —| (i) | the rights or obligations arising out of a marriage or a similar relationship; | | (ii) | divorce, annulment or the dissolution of marriage; | | (iii) | maintenance; | | (iv) | matrimonial property; and | | (v) | the custody of children; |
| | (c) | any matter relating to succession, including wills, intestate succession, the provision of maintenance for a spouse or child of a deceased individual out of the deceased individual’s estate, the administration of estates and other probate matters; | | (d) | bankruptcy, insolvency, composition or any analogous matter; | | (e) | the carriage of passengers and goods; | | (f) | any matter relating to any of the following:| (i) | marine pollution; | | (ii) | limitation of liability for a maritime claim; | | (iii) | general average; | | (iv) | emergency towage and salvage; |
| | (g) | any matter relating to competition or anti‑trust law; | | (h) | liability for nuclear damage; | | (i) | any claim for personal injury or death brought by or on behalf of an individual; | | (j) | any tort or delict claim, for damage to any movable or immovable tangible property, that does not arise from a contractual relationship; | | (k) | any right in rem in any immovable property or any tenancy of immovable property; | | (l) | the validity, nullity or dissolution of any legal person, or the validity of a decision of the management of the legal person; | | (m) | the validity of any intellectual property right (other than copyright and related rights); | | (n) | the infringement of any intellectual property right (other than copyright and related rights) except any infringement proceedings that are or could have been brought for breach of a contract between the parties relating to that intellectual property right; | | (o) | the validity of an entry in a public register. |
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| (3) This Act does not apply to an arbitration or any proceeding related to an arbitration. |
(4) The Minister may by regulations made under section 22 —| (a) | exclude from the application of this Act —| (i) | any specific matter; or | | (ii) | any specific matter in relation to any Contracting State; or |
| | (b) | modify the application of this Act or any provision of this Act to —| (i) | any specific matter; or | | (ii) | any specific matter in relation to any Contracting State. |
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| (5) Despite subsections (2) and (4)(a), the raising, in any court proceedings, of a matter mentioned in subsection (2) or (4)(a) as a preliminary question or defence, and not as an object of the proceedings, does not prevent this Act from applying to those proceedings. |
| (6) A proceeding under a contract of insurance or reinsurance is not excluded from the application of this Act by reason only that the contract relates to a matter to which this Act does not apply. |
| (7) A proceeding is not excluded from the application of this Act by reason only that a State (including a government, a government agency or any person acting for a State) is a party to the proceeding. |
| (8) This Act does not affect the privileges and immunities of a State or an international organisation, in respect of the State or international organisation and of its property. |
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| Act does not apply to interim measures of protection |
10.—(1) This Act does not apply to any interim measure of protection.(2) To avoid doubt —| (a) | this Act does not prevent a party from applying to a Singapore court for an interim measure of protection in any case or proceeding involving an exclusive choice of court agreement; and | | (b) | this Act does not prevent a Singapore court from granting, in any such case or proceeding, any interim measure of protection under the law of Singapore. |
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