Juniper Life Sciences Ltd (Appellant) v RBH Holdings (Respondent) (Cayman Islands)

Case summary

Case ID

JCPC/2025/0008

Jurisdiction

Cayman Islands

Parties

Appellant(s)

Juniper Life Sciences Ltd

Respondent(s)

RBH Holdings

Issue

Should a claim by RBH for rectification of JLS’s share register have been stayed on the basis that it is subject to an arbitration agreement between JLS’s shareholders (including RBH)?

Facts

RBH and JLS are Cayman Islands companies. The sole shareholder and director of RBH is a Mr Rudianto. On 12 January 2022, RBH and a Singaporean company (“Sylvan”) signed a Share Subscription Agreement (“SSA”). Pursuant to the SSA: (i) RBH purchased 5,000 shares in JLS; and (ii) Sylvan purchased the remaining 45,000 shares in JLS. Clause 18 of the SSA was an arbitration clause, requiring “[a]ny dispute, controversy or conflict arising from or in relation to this Agreement” to be determined in arbitration, rather than through the courts. The SSA also contained an entire agreement clause. On 27 October 2022, following a dispute between Mr Rudianto and Sylvan’s corporate group, the directors of JLS passed a resolution which exercised their power under JLS’s articles of association to repurchase the 5,000 JLS shares held by RBH (the “Resolution”). Accordingly, RBH was removed from JLS’s register of shareholders. On 8 March 2023, RBH brought a rectification action in court to set aside the Resolution under section 46 of the Companies Act (“Rectification Action”). RBH claimed that the Resolution was made for an improper purpose, and therefore void. On 3 April 2023, JLS applied to court for a stay of the Rectification Action under section 4 of the Foreign Arbitral Award Enforcement Act, on the basis that the dispute was subject to arbitration under Clause 18 of the SSA (“Stay Application”). JLS argued that the SSA had to be construed together with other alleged contemporaneous agreements. The judge disagreed and dismissed the Stay Application on the basis that the dispute fell outside the scope of Clause 18 of the SSA. The Cayman Islands Court of Appeal upheld that decision dismissing the Stay Application. JLS now appeals to His Majesty in Council.

Date of issue

29 January 2025

Case origin

PTA

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