Case Details
- Citation: [2025] SGHC 248
- Title: Q&M Dental Group (Malaysia) Sdn Bhd v Lee Chin Sze
- Court: High Court (General Division), Singapore
- Originating Application: HC/OA 549/2025
- Judgment Date: 21 October 2025 (reserved); 9 December 2025 (judgment)
- Judge: Dedar Singh Gill J
- Applicant/Respondent: Q&M Dental Group (Malaysia) Sdn Bhd (Applicant); Lee Chin Sze (Respondent)
- Legal Area: Arbitration; Recourse against arbitral awards; Setting aside
- Arbitration Institution/Rules: Singapore International Arbitration Centre (SIAC); SIAC Arbitration Rules (as in force)
- Arbitration Number: SIAC Arbitration No 979 of 2020
- Arbitral Award Challenged: Partial Award dated 28 February 2025
- Seat/Place of Arbitration: Singapore
- Governing Law of Underlying Contract: Malaysian law
- Language of Arbitration: English
- Statutory Framework for Setting Aside: Art 34(2)(a)(iii) of the UNCITRAL Model Law (as set out in the First Schedule to the International Arbitration Act 1994 (2020 Rev Ed) (“IAA”)); s 24(b) of the IAA
- Judgment Length: 42 pages; 12,582 words
Summary
This decision concerns a Singapore High Court application to set aside portions of a SIAC partial arbitral award. The applicant, Q&M Dental Group (Malaysia) Sdn Bhd (“Q&M”), sought to challenge determinations made by the arbitral tribunal in SIAC Arbitration No 979 of 2020. Q&M’s recourse was brought under Art 34(2)(a)(iii) of the UNCITRAL Model Law (as incorporated into the International Arbitration Act 1994) and under s 24(b) of the IAA. The court dismissed the application.
At the core of the dispute were contractual arrangements between Q&M and Dr Lee Chin Sze (“Dr Lee”) relating to Dr Lee’s shareholding and professional engagement in a Malaysian dental clinic company, D&D Dental Sdn Bhd (“D&D Dental”). Q&M alleged that Dr Lee breached profit-related obligations and repayment arrangements, and that Q&M validly exercised put/call option rights under the shareholders’ agreement (“SHA”). Dr Lee resisted, including by raising issues of election and repudiation. The High Court held that it lacked grounds to interfere with the tribunal’s determinations under the narrow setting-aside framework.
What Were the Facts of This Case?
Q&M is an investment holding company incorporated in Malaysia. It provides management services to dental clinics it operates in Malaysia. Dr Lee is a dental surgeon practising in Kuala Lumpur, Malaysia, at Solaris Dental Centre, which was owned by D&D Dental. Prior to 12 December 2012, Dr Lee was the sole owner of D&D Dental.
On 12 September 2012, Q&M and Dr Lee entered into a suite of agreements: (1) a sale and purchase agreement under which Q&M acquired 70% of the shares in D&D Dental for RM840,000, with Dr Lee retaining 30%; (2) a shareholders’ agreement setting out their rights and obligations as shareholders; and (3) a service agreement under which Dr Lee was engaged by Q&M as a dental surgeon for an initial term of 10 years from 1 November 2012. The shareholders’ agreement was later amended by an Addendum on 1 November 2012 and a Supplemental Agreement on 6 November 2015. Collectively, these instruments are referred to as the “SHA”.
A key economic feature of the SHA was a “Profit Target” clause. Under Clause 10 of the SHA, Dr Lee guaranteed that Q&M would receive 70% of the Profit Target as dividends from D&D Dental for 10 years (2013 to 2022). Dividends were to be paid within two months from the end of each financial year. If dividends were insufficient to pay 70% of the Profit Target, Dr Lee would be liable to pay the shortfall to Q&M for that financial year. The parties used the concept of “Shortfalls Payable” to refer to such shortfalls across multiple years.
Dr Lee failed to pay Shortfalls Payable for FY2013, FY2014 and FY2015, amounting to RM247,332.70. On 17 November 2016, Q&M and Dr Lee entered into a Repayment Agreement. Under it, Dr Lee agreed to pay Q&M the RM247,332.70 Shortfalls Payable and also loans advanced by Q&M amounting to RM228,057.81. Payment was to be made through monthly instalments, with deductions of at least RM7,000 from Dr Lee’s monthly professional fees. Starting from March 2017, Q&M deducted RM129,487.81 in reliance on the Repayment Agreement, leaving an outstanding balance of RM345,902.70 owed to Q&M.
In November 2017, Q&M invoked its rights under Clause 15.7 of the SHA. Clause 15.7 provided that, in the event of breach by Dr Lee of terms of the SHA, sale and purchase agreement, or service agreement (or if Dr Lee died), Q&M could purchase Dr Lee’s remaining shares (or from his estate) by giving seven days’ written notice of default. The purchase price was based on the net tangible asset value at the date of default. Clause 15.7 also allowed Q&M, at its discretion, to require the defaulting party to buy Q&M’s shares for RM840,000 plus annual interest of 10% from the date of the agreement to the date of payment, and to require D&D Dental to repay outstanding shareholders’ loans and unpaid dividends to Q&M. The defaulting party was required to pay within two weeks of the written notice exercising the right.
Q&M demanded that Dr Lee sell his 30% shareholding for RM96,578.42 pursuant to Clause 15.7 (the “2017 Call Option”) and also sought payment of outstanding sums under the SHA and Repayment Agreement totalling RM1,173,925.60. Dr Lee disputed Q&M’s demand and resigned as a dental surgeon engaged by Q&M on 20 November 2017. Subsequently, on 19 March 2020, Q&M demanded that Dr Lee purchase Q&M’s 70% shareholding for RM840,000 plus 10% annual interest calculated from 12 September 2012 to the date of payment (the “2020 Put Option”). Q&M’s basis included Dr Lee’s alleged failure to pay Shortfalls Payable for FY2016 to FY2019.
Dr Lee did not make payment for the purchase of Q&M’s 70% shareholding. This failure led to arbitration under the dispute resolution clause in the SHA.
What Were the Key Legal Issues?
The High Court identified three principal issues. First, it had to determine whether it had jurisdiction to hear the originating application (OA 549). This issue is often critical in arbitration-related applications because the court’s supervisory role is circumscribed by statute and by the parties’ agreement to arbitrate.
Second, the court had to consider whether the disputed determinations in the partial award should be set aside pursuant to Art 34(2)(a)(iii) of the Model Law. This provision concerns situations where the arbitral tribunal’s award deals with matters beyond the scope of the submission to arbitration, or where the tribunal’s decisions are not within the parties’ agreement and the procedural framework governing the arbitration.
Third, the court had to consider whether the disputed determinations should be set aside pursuant to s 24(b) of the IAA. While the Model Law provision focuses on excess of scope, s 24(b) provides additional statutory grounds for setting aside in Singapore’s arbitration regime. The court’s task was to assess whether the applicant met the stringent threshold for intervention.
How Did the Court Analyse the Issues?
The court began by framing the application as a challenge to portions of a partial award. In Singapore, setting aside an arbitral award is not an appeal on the merits. The court’s supervisory jurisdiction is limited to the specific grounds set out in the IAA and the incorporated Model Law. This approach reflects the policy of finality and party autonomy in arbitration, and it requires an applicant to demonstrate a legally cognisable basis for intervention rather than merely re-litigating factual findings or contractual interpretations.
On the jurisdiction issue, the court considered whether OA 549 was properly before it. The arbitration had a seat in Singapore and the application was brought under the statutory provisions governing recourse against arbitral awards. The court’s analysis emphasised that jurisdiction depends on the statutory preconditions for setting aside and on whether the application falls within the scope of the IAA’s supervisory framework. Having considered the procedural and legal basis for the application, the court proceeded to examine the substantive grounds raised by Q&M.
For the Art 34(2)(a)(iii) ground, the court analysed the “scope of submission” concept. In practical terms, the question is whether the tribunal decided matters that were not submitted to it, or whether the tribunal’s determinations exceeded the parties’ agreement to arbitrate. The court’s reasoning focused on the relationship between the pleadings, the tribunal’s mandate, and the determinations reflected in the partial award. The court was careful to distinguish between (a) a tribunal making an error within its jurisdiction (which is not a setting-aside ground) and (b) the tribunal deciding issues that were not properly before it (which may engage Art 34(2)(a)(iii)).
Q&M’s challenge, as reflected in the extract, related to the tribunal’s disputed determinations concerning the contractual rights and Dr Lee’s defences. These included issues such as whether Q&M could rely on Clause 15.7 after Dr Lee’s alleged repudiation or resignation, and whether Q&M’s election to exercise the 2017 Call Option precluded reliance on the 2020 Put Option. The court’s analysis treated these as matters of contractual interpretation and application of the parties’ pleaded case. It assessed whether the tribunal’s determinations were within the scope of the dispute submitted to arbitration and whether the tribunal’s reasoning stayed within the issues framed by the parties.
On the s 24(b) ground, the court again applied a narrow lens. Section 24(b) operates as a statutory setting-aside provision and must be read consistently with the Model Law framework. The court’s approach was to require Q&M to show that the alleged defects were of the type contemplated by the statute, rather than to invite a merits review. In arbitration law, this distinction is crucial: even if a tribunal’s reasoning is arguably wrong, that does not automatically justify setting aside unless the error falls within a recognised statutory ground.
Ultimately, the court concluded that Q&M did not establish the requisite basis to set aside the disputed portions of the partial award. The court’s dismissal indicates that the tribunal’s determinations were made within its jurisdiction and in response to the issues submitted. The court therefore declined to interfere with the award’s conclusions, including those touching on election, repudiation, and the operation of Clause 15.7 and the put/call option mechanics.
What Was the Outcome?
The High Court dismissed Q&M’s application to set aside portions of the SIAC partial award dated 28 February 2025. The court also declined to order that the set-aside portions be tried afresh by a newly appointed arbitrator.
Practically, this meant that the partial award remained in force and the arbitration would proceed on the basis of the tribunal’s determinations, subject to whatever further arbitral steps were already underway or planned under the SIAC process.
Why Does This Case Matter?
This case is a useful illustration of Singapore’s pro-arbitration stance in setting-aside proceedings. The High Court’s dismissal reinforces that recourse under Art 34 and the IAA is not a vehicle for re-arguing the merits. Applicants must identify a legally relevant defect within the narrow statutory grounds, such as a tribunal exceeding the scope of submission. Where the challenge is essentially to how the tribunal interpreted contractual provisions or applied evidence to the pleaded issues, the court is unlikely to intervene.
For practitioners, the case underscores the importance of carefully framing issues in arbitration pleadings and ensuring that the tribunal’s mandate aligns with the relief sought. If a party later seeks to set aside, it must be able to demonstrate that the tribunal’s determinations were truly outside the scope of what was submitted, rather than that the tribunal reached an unfavourable conclusion on matters within its remit.
Finally, the dispute’s commercial context—profit shortfalls, repayment arrangements, and option rights under a shareholders’ agreement—highlights how arbitration tribunals often become the primary forum for resolving complex contractual disputes. The court’s refusal to set aside confirms that parties who choose arbitration in Singapore can expect limited judicial interference, thereby supporting commercial certainty and efficiency.
Legislation Referenced
- International Arbitration Act 1994 (2020 Rev Ed) (“IAA”), including s 24(b)
- UNCITRAL Model Law on International Commercial Arbitration (1985), Art 34(2)(a)(iii) (as set out in the First Schedule to the IAA)
Cases Cited
- Not provided in the supplied judgment extract.
Source Documents
This article analyses [2025] SGHC 248 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.