Aryan (SEA) Private Limited v Pure Group (Singapore) Pte. Ltd

Under an agreement of 13 June 2023, Pure Group (Singapore) Pte Ltd (Pure) agreed to provide project management services to Aryan (SEA) Private Limited (Aryan) for the renovation of its ZARA boutique at ION Orchard. Pure later supplied manpower and tools for the project at cost plus a 10% handling fee, which it said Aryan had urgently requested. Pure served a statutory demand on 22 July 2024 for S$307,807.87 under three invoices; S$180,708.20 remained unpaid after Aryan paid one of them, which Aryan said it did by mistake.

Aryan did not admit liability and asserted cross-claims for alleged delay by Pure, said the agreement contained an arbitration clause, and showed it was solvent with more than $2.37 million in its bank account. On 17 October 2024 it applied in the General Division of the High Court (Originating Application No 1090 of 2024) to set aside the statutory demand and to restrain Pure from filing a winding up application. It served a notice of arbitration on 2 April 2025.

1. Whether the court should follow the Privy Council in Sian instead of the prima facie standard in AnAn v VTB
2. Whether the agreement contained a valid arbitration agreement covering the dispute, including the supply of manpower and tools
3. Whether Aryan's dispute and cross-claim were raised in abuse of process
4. Whether a company can apply to set aside a statutory demand, and what relief was appropriate

The court held it was bound by the Court of Appeal's decision in AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co) [2020] 1 SLR 1158, unaffected by Sian. Under it, a winding up based on a debt or cross-claim covered by an arbitration agreement will not proceed if there is a valid arbitration agreement and a dispute within its scope, unless raised in abuse of process.

The dispute resolution clauses were unclear and confusing, but once parties intended arbitration the court gives effect to that intention. On either reading put forward, there was an arbitration agreement for disputes arising out of or relating to the agreement. The words "relating to" are broad, and because the manpower and tools were supplied for the same project, the payment dispute fell within it.

On abuse of process, the court said Pure had grounds for grievance: the correspondence supported its view that it had done Aryan a favour on something out of scope, and no serious attempt was made to explain how Pure caused the delay, which Aryan was also claiming against the contractor. But refusing to pay an obvious debt and forcing arbitration is not in itself abuse, especially where there is a cross-claim, and there was no full admission of the debt. The court made no findings on the merits, which were for the arbitration. Aryan's solvency meant the insolvency process was not needed and there were no solvency concerns justifying conditions.

The court allowed the application in part. It granted the injunction restraining Pure from filing a winding up application in reliance on the statutory demand, to remain in place only until the award in the arbitration, but agreed with Pure that there was no basis for a company to have a statutory demand set aside, so only the injunction was properly sought. Costs were ordered to be costs in the cause of the arbitration, fixed at $22,000 all-in whoever turns out to be the paying party.