CIX v CIY: Setting Aside Partial Arbitration Award for Breach of Natural Justice and Exceeding Scope of Submission

In CIX v CIY, the General Division of the High Court of Singapore heard an application by CIX to set aside certain findings in a partial arbitration award. CIX alleged breach of natural justice and that the tribunal exceeded the scope of submission to arbitration. The court dismissed CIX's application, finding no clear evidence that the tribunal failed to consider CIX's contentions or exceeded its authority. The court awarded costs to CIY.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Application dismissed

1.3 Case Type

Arbitration

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

CIX's application to set aside findings in a partial arbitration award was dismissed due to lack of evidence of breach of natural justice.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
CIXPlaintiffCorporationApplication dismissedLost
CIYDefendantCorporationApplication dismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Andre ManiamJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Jonathan TanWithers KhattarWong LLP
Deborah BarkerWithers KhattarWong LLP
Yvonne MakWithers KhattarWong LLP
Ushan PremaratneWithers KhattarWong LLP
Harpreet SinghAudent Chambers LLC
Jerald FooCavenagh Law LLP
Xide LowCavenagh Law LLP

4. Facts

  1. The plaintiff sold the defendant a company in the widget industry pursuant to a Share Purchase Agreement.
  2. The SPA provided for the purchase consideration to be adjusted depending on the Company’s Final Valuation.
  3. The plaintiff claimed payment of a certain sum and damages for breach of contract, conspiracy, and procuring/inducing breach of contract.
  4. The defendant denied the plaintiff’s claims and put forward three claims by way of a counterclaim.
  5. The tribunal made findings related to the Company’s Final Valuation and dismissed the plaintiff’s claims and the defendant’s counterclaims.
  6. The plaintiff applied to set aside certain findings in a partial arbitration award.

5. Formal Citations

  1. CIX v CIY, Originating Summons No 854 of 2020, [2021] SGHC 53

6. Timeline

DateEvent
Partial Award issued
Originating summons filed seeking leave to appeal
Originating summons discontinued
Application filed seeking to set aside findings
Hearing
Judgment issued

7. Legal Issues

  1. Breach of Natural Justice
    • Outcome: The court found no breach of natural justice, as the tribunal had considered the plaintiff's contentions.
    • Category: Procedural
    • Sub-Issues:
      • Deprivation of the right to be heard
      • Failure to consider contentions
  2. Exceeding Scope of Submission to Arbitration
    • Outcome: The court found that the tribunal did not exceed the scope of submission to arbitration.
    • Category: Jurisdictional

8. Remedies Sought

  1. Setting aside of findings in a partial arbitration award
  2. Remission of the arbitration proceedings

9. Cause of Actions

  • Breach of Contract
  • Conspiracy
  • Inducing Breach of Contract

10. Practice Areas

  • Arbitration
  • Commercial Litigation

11. Industries

  • Widget Industry

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Front Row Investment Holdings (Singapore) Pte Ltd v Daimler South East Asia Pte LtdHigh CourtYes[2010] SGHC 80SingaporeCited as an example of explicit indication of a tribunal failing to consider contentions, leading to a breach of natural justice.
AKN and another v ALC and others and other appealsCourt of AppealYes[2015] 3 SLR 488SingaporeRevisited Front Row and emphasized that an inference of failure to consider contentions must be clear and virtually inescapable.
TMM Division Maritima SA de CV v Pacific Richfield Marine Pte LtdHigh CourtYes[2013] 4 SLR 972SingaporeCited for the principle that an inexplicable decision does not necessarily mean the tribunal failed to consider a party's contentions.
Soh Beng Tee & Co Pte Ltd v Fairmount Development Pte LtdHigh CourtYes[2007] 3 SLR(R) 86SingaporeCited for the principle that a breach of natural justice must cause prejudice to the applicant to warrant setting aside an award.
L W Infrastructure Pte Ltd v Lim Chin San Contractors Pte Ltd and another appealHigh CourtYes[2013] 1 SLR 125SingaporeCited for the principle that a breach of natural justice must cause prejudice to the applicant to warrant setting aside an award.
CHH v CHIHigh CourtYes[2020] SGHC 269SingaporeCited for the principle that a breach of natural justice must cause prejudice to the applicant to warrant setting aside an award.
Glaziers Engineering Pte Ltd v WCS Engineering Construction Pte LtdHigh CourtYes[2018] 2 SLR 1311SingaporeCited for the principle that there is no breach of the fair hearing rule if the tribunal's finding was reasonably foreseeable.
Snook v London and West Riding Investments LtdQueen's BenchYes[1967] 2 QB 786England and WalesCited regarding the definition of a sham agreement.
Macaura v Northern Assurance Co LtdHouse of LordsYes[1925] AC 619United KingdomCited for the principle that a company's property is owned by it, and not by its shareholders.
Prest v Petrodel Resources Ltd and othersSupreme CourtYes[2013] 2 AC 415United KingdomCited for the principle that a company's property is owned by it, and not by its shareholders.
SEF Construction Pte Ltd v Skoy Connected Pte LtdHigh CourtYes[2010] 1 SLR 733SingaporeCited for the principle that a tribunal is not obliged to cite and respond to every point raised.
AKN and another v ALC and others and other appealsHigh CourtYes[2016] 1 SLR 966SingaporeCited for the principle that the court has no power to remit an award after it has been set aside.
BLC and others v BLB and anotherHigh CourtYes[2014] 4 SLR 79SingaporeCited for the principle that the substantive merits of the arbitral proceedings are beyond the remit of the court.

13. Applicable Rules

Rule Name
SIAC Rules (SIAC, 6th ed, 2016)

14. Applicable Statutes

Statute NameJurisdiction
Arbitration Act (Cap 10, 2002 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Partial Arbitration Award
  • Setting Aside
  • Breach of Natural Justice
  • Scope of Submission
  • Final Valuation
  • Share Purchase Agreement
  • Shareholders’ Agreement
  • Market Benchmark
  • Alter Ego

15.2 Keywords

  • arbitration
  • setting aside
  • natural justice
  • award
  • Singapore

17. Areas of Law

Area NameRelevance Score
Arbitration95
Recourse against award95
Setting aside95
Natural justice60
Breach of Contract50
Contract Law50
Inducement of Breach of Contract40
Conspiracy by Unlawful Means30
Shareholders Agreement30
Company Law20
Jurisdiction20

16. Subjects

  • Arbitration
  • Contract Law
  • Civil Procedure