Low Jun Hong and others v Hong Qi Yu and another

Six claimants brought HC/OC 984/2025 as a representative action on behalf of 272 individuals who held accounts with Tokenize Xchange, a digital asset trading exchange operated by AmazingTech Pte Ltd (ATPL). The defendants were Hong Qi Yu, ATPL's founder and director, and his wife Erin Koo Kee Hoon, ATPL's Chief Operating Officer. Hong has been charged with fraudulent trading in connection with ATPL's operation of the exchange, and those criminal proceedings are pending. ATPL went into interim judicial management on 15 August 2025 and was later wound up.

The claimants sued the defendants for fraudulent misrepresentation and, alternatively, unlawful conspiracy, alleging false statements about matters such as whether ATPL used a central order book, whether it segregated customer assets and the status of its licence application to the Monetary Authority of Singapore. Each customer had entered into a Customer Service Agreement (CSA) with ATPL, which contained an arbitration clause (Clause 26.2), an exclusion clause benefiting ATPL's directors, employees and agents as Relevant Parties (Clause 24.2), an indemnity clause in favour of Indemnified Parties (Clause 25.2), and a third-party rights clause (Clause 34.6). The defendants were not parties to the CSA. In Summons No 438 of 2026 and Summons No 441 of 2026 they applied to stay the action in favour of arbitration, relying on the Contracts (Rights of Third Parties) Act 2001 (CRTPA). The applications were heard by Assistant Registrar Teo Guan Siew.

1. Whether the defendants could be treated as parties to the arbitration agreement under s 9(1) of the CRTPA by relying on the indemnity or exclusion clauses.
2. Whether Clause 34.6 gave the defendants a right to arbitrate within the meaning of s 9(2) of the CRTPA.
3. Whether the action should be stayed under the court's inherent jurisdiction because of the pending criminal case.

The court first put aside the claimants' argument that their tort claims fell outside the exclusion clause, as it went to the merits rather than the anterior question of forum.

Drawing on the English Court of Appeal in Fortress, which the Court of Appeal approved in VKC, the court identified two routes. Under s 9(2), a contract may clearly give a third party a unilateral right to require certain disputes to go to arbitration. Under s 9(1), a third party enforcing a substantive term that is itself subject to arbitration is treated as a party to the arbitration agreement. That is straightforward when the third party sues, for example on an indemnity, but difficult when the term is used only as a defence, and very clear contractual language would be needed.

Hong's indemnity argument appeared for the first time in written submissions, was framed tentatively, and rested on a claim that was putative and inchoate: no loss from the claimants' suit had crystallised, and what he would really seek was indemnity costs if his defence succeeded. His reliance on the exclusion clause was the argument rejected in Fortress, which would turn a procedural qualification into a positive right to arbitrate; nothing stopped him raising the clause as a defence in court, and the CSA had no clear language to the contrary. Any risk of fragmented proceedings did not arise, as the claimants said they would not arbitrate against ATPL.

Koo's s 9(2) argument failed because Clause 34.6, read literally, did not give Relevant or Indemnified Parties the benefit of every term. It simply recognised the specific benefits expressly conferred by Clauses 24.2 and 25.2; no provision gave them a right to enforce the arbitration clause. Finally, Hong did not discharge the burden of showing that continuing the civil action would cause injustice in the criminal case; a single bare sentence in his affidavit was not enough.

The court held that the defendants, as non-parties to the CSA, could not rely on its arbitration agreement under either s 9(1) or s 9(2) of the CRTPA, and dismissed both stay applications with costs.