1 ARBITRABILITY OF OPPRESSION AND MISMANAGEMENT CLAIMS IN SRI LANKA: WHEN MUST THE COMMERCIAL HIGH COURT EXERCISE JURISDICTION? Aruna D. de Silva 1 1. Introduction Prior to embarking on a new business venture, commercial parties often enter into legally binding contracts to provide certainty and enforceability to their pre-agreed relationships and rights inter se. These contracts may take the form of joint venture agreements, investment / shareholders’ agreements, memoranda of understanding or articles of association which set out the parties’ commercial expectations. Amongst the carefully negotiated terms in these contracts, one might also come across clauses which provide the manner in which any differences or disputes between the parties are to be resolved. Due to perceived advantages such as cross-border enforceability, neutrality, confidentiality and expertise, submissions to arbitration (as opposed to court litigation) regularly feature in these contracts as the parties’ preferred method of dispute resolution. Juxtaposed with this, it is the policy of many states, including that of Sri Lanka, to regulate the conduct of parties in such situations, including through company law legislation, which would usually also provide recourse to those parties whose rights as minority shareholders of a company have been violated or whose pre-agreed commercial expectations have not been met. Such recourse, which may be pursued before national courts, can be broadly classified as ‘minority suits.’ What then happens when a dispute arises out of such a contract? On the one hand, the parties have made a legally enforceable choice to refer their disputes to arbitration and not to court. On the other hand, in regulating their economic activities, states have 1 LL.B. (Hons.) London; BA (Sp. Econ.) Colombo; LL.M. (Distinction) University College London; MCIArb; Attorney-at-Law