CJA v CIZ: Recourse Against Arbitral Award & Setting Aside - Singapore Arbitration Law
In CJA v CIZ, the Singapore Court of Appeal heard an appeal regarding the setting aside of an arbitral award. The High Court had set aside part of the award, finding the Tribunal exceeded its jurisdiction. The Court of Appeal, comprising Sundaresh Menon CJ, Judith Prakash JCA, and Chao Hick Tin SJ, reversed the decision, holding that the Tribunal's findings were within the scope of submission and there was no breach of natural justice. The court allowed the appeal.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The Singapore Court of Appeal allowed an appeal, holding that the Tribunal did not exceed its jurisdiction in interpreting contract articles. The court found no breach of natural justice.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Justice of the Court of Appeal | Yes |
| Chao Hick Tin | Senior Judge | No |
4. Counsels
4. Facts
- Respondent and Z Co entered into a Consultancy Agreement on 7 September 2012.
- Appellant came onto the scene at the request of Mr PM, who controls Z Co and the appellant.
- Deed of Novation was executed on 21 October 2013, novating the Consultancy Agreement to the appellant.
- A dispute arose over whether the appellant was entitled to payment of Success Fees under the Amended Agreement.
- Appellant commenced arbitration proceedings against the respondent in the SIAC on 17 April 2018.
- The Tribunal upheld the appellant’s claims in part, awarding Success Fees for the X Opportunity.
- Respondent applied to the High Court seeking a setting aside of the parts of the Award relating to the US$5,066,106.86 awarded in favour of the appellant.
5. Formal Citations
- CJAvCIZ, Civil Appeal No 35 of 2021, [2022] SGCA 41
6. Timeline
| Date | Event |
|---|---|
| Consultancy Agreement commenced | |
| Deed of Novation executed | |
| Consultancy Agreement and Amended Agreement expired | |
| Arbitration proceedings commenced | |
| Tribunal constituted | |
| Arbitration hearing held | |
| Award dated | |
| Respondent applied to the High Court seeking a setting aside of the parts of the Award | |
| Hearing date | |
| Judgment reserved |
7. Legal Issues
- Excess of Jurisdiction
- Outcome: The Court of Appeal held that the Tribunal did not exceed its jurisdiction.
- Category: Jurisdictional
- Sub-Issues:
- Tribunal's findings differing from claimant's case
- Tribunal's interpretation of contract articles
- Breach of Natural Justice
- Outcome: The Court of Appeal held that there was no breach of natural justice.
- Category: Procedural
- Sub-Issues:
- Denial of reasonable opportunity to address issues
- Tribunal's decision based on matters not submitted or argued
- Contractual Interpretation
- Outcome: The Court of Appeal upheld the Tribunal's interpretation of the contract articles.
- Category: Substantive
- Sub-Issues:
- Interpretation of Success Fee clauses
- Effect of expiry of agreement on payment obligations
- Application of limitation of actions clause
8. Remedies Sought
- Monetary Damages
- Setting Aside of Arbitral Award
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- Oil and Gas
- Consultancy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| CIZ v CJA | General Division of the High Court | Yes | [2021] SGHC 178 | Singapore | The Judge held that the Tribunal had, in finding in favour of the appellant on one of its two claims, interpreted certain articles in an agreement in a manner contrary to the case advanced by the appellant in the arbitration. |
| GD Midea Air Conditioning Equipment Co Ltd v Tornado Consumer Goods Ltd and another matter | High Court | Yes | [2018] 4 SLR 271 | Singapore | Compared to the present case, where the issue of a breach of cl 4.2 had not arisen from the Notice of Arbitration, the pleadings, the Agreed List of Issues, or the submissions in the arbitration. |
| CDM v CDP | Court of Appeal | Yes | [2021] 2 SLR 235 | Singapore | The question of what matters were within the scope of the parties’ submission to arbitration would be answerable by reference to five sources: the parties’ pleadings, the list(s) of issues, opening statements, evidence adduced, and closing submissions at the arbitration. |
| Soh Beng Tee & Co Pte Ltd v Fairmount Development Pte Ltd | Court of Appeal | Yes | [2007] 3 SLR(R) 86 | Singapore | In the ordinary run of cases it is only logical and commonsensical that the answer to one should be the same as to the other. |
| Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another | Court of Appeal | Yes | [2021] 2 SLR 1279 | Singapore | Article 34(2)(a)(iii) of the Model Law reflects the fundamental principle that an arbitral tribunal has no jurisdiction to decide any issue not referred to it for determination by the parties. |
| PT Asuransi Jasa Indonesia (Persero) v Dexia Bank SA | Court of Appeal | Yes | [2007] 1 SLR(R) 597 | Singapore | Whether the arbitral award involved such matters, or whether it involved a new difference outside the scope of the submission to arbitration and accordingly would have been irrelevant to the issues requiring determination. |
| CAJ and another v CAI and another appeal | Court of Appeal | Yes | [2022] 1 SLR 505 | Singapore | A defence that the appellants were entitled to an extension of time had been accepted by the tribunal although it was raised for the first time in their closing submissions, and had not been expressly raised in the pleadings, the List of Issues or the Terms of Reference. |
| CBX and another v CBZ and others | Court of Appeal | Yes | [2022] 1 SLR 47 | Singapore | The tribunal exceeded jurisdiction in allowing a claim for the repayment of certain amounts independently of an acceleration event, which was the basis of the claim in the arbitration, and without resolving clear and repeated jurisdictional objections. |
| JVL Agro Industries Ltd v Agritrade International Pte Ltd | High Court | Yes | [2016] 4 SLR 768 | Singapore | A chain of reasoning will be open to a tribunal where: (a) it arises from the party’s express pleadings; (b) it is raised by reasonable implication by a party’s pleadings; (c) it does not feature in a party’s pleadings but is in some other way brought to the opposing party’s actual notice; or (d) the links in the chain flow reasonably from the arguments actually advanced by either party or are related to those arguments. |
| AKN and another v ALC and others and other appeals | Court of Appeal | Yes | [2015] 3 SLR 488 | Singapore | A tribunal did not exceed its jurisdiction by recharacterizing a claim for loss of profits to one for loss of an opportunity to earn profits, the Notice of Arbitration having prayed for, among other things, damages. |
| China Machine New Energy Corp v Jaguar Energy Guatemala LLC and another | Court of Appeal | Yes | [2020] 1 SLR 695 | Singapore | Article 34(2)(a)(ii) of the Model Law gives teeth to the procedural guarantee in Article 18 of the same, which provides that parties shall be treated equally and that each shall be given a full opportunity of presenting its case. |
| BRS v BRQ and another and another appeal | Court of Appeal | Yes | [2021] 1 SLR 390 | Singapore | A party seeking to set aside an arbitral award on the breach of natural justice ground must identify: (a) the relevant rule of natural justice that was breached; (b) how the rule was breached; (c) in what way the breach was connected to the making of the award; and (d) how the breach prejudiced its rights. |
| CDX and another v CDZ and another | Court of Appeal | Yes | [2021] 5 SLR 405 | Singapore | An error of law or fact in the award does not amount to a breach of natural justice. |
| Phoenixfin Pte Ltd and ors v Convexity Ltd | Court of Appeal | Yes | [2022] SGCA 17 | Singapore | When the court has to consider whether a party has been afforded natural justice during arbitration proceedings, the pivotal question is always whether that party has been given a fair opportunity to deal with an issue that has been raised in the arbitration either by the other party or by the tribunal itself. |
| TMM Division Maritima SA de CV v Pacific Richfield Marine Pte Ltd | Court of Appeal | Yes | [2013] 4 SLR 972 | Singapore | An arbitral tribunal is entitled to arrive at conclusions that are different from the views adopted by parties (regarding contractual interpretation, or otherwise as the case may be). |
| Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal | Court of Appeal | Yes | [2008] 2 SLR(R) 491 | Singapore | The emphasis of this aspect of natural justice is on the opportunities given to the parties to address the determinative issue(s) in a matter. |
| Trustees of Rotoaira Forest Trust v Attorney-General | New Zealand High Court | Yes | [1999] 2 NZLR 452 | New Zealand | An arbitrator is not bound to slavishly adopt the position advocated by one party or the other. |
| Grindrod Shipping Pte Ltd v Hyundai Merchant Marine Co Ltd | England and Wales High Court (Commercial Court) | Yes | [2018] EWHC 1284 (Comm) | England and Wales | A tribunal does not have to refer back to the parties its analysis or findings based on the evidence or argument before it, so long as the parties have had an opportunity to address all the essential building blocks in the tribunal’s conclusion. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | The contextual dimension and commercial purpose of the Agreement. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration
- Arbitral Award
- Setting Aside
- Excess of Jurisdiction
- Breach of Natural Justice
- Consultancy Agreement
- Deed of Novation
- Success Fee
- Opportunity
- SPA
- Article 3.2
- Article 12
15.2 Keywords
- arbitration
- singapore
- contract
- appeal
- jurisdiction
- natural justice
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| Recourse against award | 95 |
| Setting aside | 95 |
| International Commercial Arbitration | 60 |
| Contract Law | 50 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure