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Arbitration clauses in shareholder agreements may not encompass company-level tort claims: Hong Kong Court of First Instance refuses section 20 stay and leave in Soremi v China National Gold

Published on: 15 January 2026

Published by a LexisNexis Arbitration expert

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Article summary

Soremi Investments Ltd v China National Gold Group HK Ltd & Another [2025] HKCFI 6417 What are the practical implications of this case?

The leave ruling (and the earlier denial of a stay) serves as a reminder that a ‘one‑stop’ route to arbitration is not guaranteed, even if a clause adopts the familiar ‘arising out of or relating to’ wording and expressly captures non‑contractual duties. For deal lawyers preparing shareholder frameworks, the takeaway is to match the dispute‑resolution provision to the risk landscape. If the parties aim to arbitrate company‑level claims (asset misappropriation, breaches of directors’ duties, dishonest assistance or conspiracy), adding ‘tort‑inclusive’ wording will not suffice. The provision must be crafted (and the deal structured) so these disputes are properly characterised as arising from the relationship formed by the shareholders’ agreement (or otherwise linked to the company and its operations), and the actors must be bound (for example, via deeds of adherence for directors/affiliates, or by replicating arbitration clauses in the articles). For litigators, the decision refines the section 20(1) stay analysis. The applicant must demonstrate, at least prima facie, that a core ‘matter’ in the court claim is legally germane to, and captured by, the arbitration agreement...

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