Can an exclusive jurisdiction clause in one contract, as a matter of construction, apply to disputes arising out of another contract? This was the key question considered by the Appellate Division of the High Court in Allianz Capital Partners GmbH, Singapore Branch v Goh Andress [2023] SGHC(A) 18.
The answer centred around whether what has been termed the “Extended Fiona Trust Principle” (“Principle“) should be accepted as a matter of Singapore law. In essence, the Principle states that:
(a) As a matter of contractual interpretation, the wording of the clause in Contract A must be fairly capable of applying to disputes in Contract B.
(b) The Principle normally applies where:
• the parties to Contract A and Contract B are the same;
• Contract A and Contract B are interdependent;
• Contract A and Contract B were concluded at the same time as part of a single package or transaction; and/or
• Contract A and Contract B dealt with the same subject matter (if concluded at different times).
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