MTC ENGINEERING SDN. BHD. v VME PROCESS ASIA PACIFIC PTE. LTD.

Case Significance

MTC ENGINEERING SDN. BHD. v VME PROCESS ASIA PACIFIC PTE. LTD. is a Court of Appeal (Mahkamah Rayuan) decision dated October 7, 2025 (citation: w-03imncc-1-01-2024). <p>MTC Engineering sought to invoke an arbitration clause in a contract between VME Process Asia Pacific and MTC's subsidiary SOM, to which MTC was not a party. The Court of Appeal dismissed the appeal, holding that a non-party cannot invoke an arbitration agreement merely by reference to the main contract in a separate Letter of Undertaking, and the arbitration clause was not incorporated by reference under section 9(5) of the Arbitration Act 2005.</p> The panel comprised Ahmad Fairuz bin Zainol Abidin, Azhahari Kamal bin Ramli and Ravinthran a/l Paramaguru, with Ravinthran a/l Paramaguru delivering the judgment. Counsel appearing: Mokhzani Harris bin Yusof (counsel for appellant), Siew Ka Yan (counsel for respondent), Zainol Aziz bin Mohamad (counsel for appellant).

Key issues: Whether non party may invoke arbitration clause - Whether there was incorporation by way of reference - Effect of integration clauses.