DEM v DEL: Appeal on Arbitral Award Regarding Lack of Notice and Consideration in Business Purchase Agreement
In DEM v DEL, the Court of Appeal of Singapore heard an appeal concerning an arbitral award related to a Business Purchase Agreement (BPA). The appellant, DEM, challenged the award, arguing lack of proper notice of the arbitration and failure by the arbitrator to consider the issue of lack of consideration. The court dismissed the appeal, finding that the appellant had notice of the arbitration and that the arbitrator's failure to consider the lack of consideration issue did not constitute a breach of natural justice, given the appellant's non-participation. The court also found that the lack of consideration argument was misconceived.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding an arbitral award. The court addressed the issue of notice of arbitration and whether a non-participating party can challenge the award.
1.7 Decision Date
2. Parties and Outcomes
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Steven Chong | Justice of the Court of Appeal | Yes |
| Belinda Ang Saw Ean | Justice of the Court of Appeal | No |
4. Counsels
4. Facts
- The respondent (W Co) acquired a franchised enrichment centre from the appellant (Mr X), Z Co, and Ms Y under a Business Purchase Agreement (BPA).
- The BPA was signed on 4 January 2019 for $200,000.
- The appellant, Ms Y, and Z Co were listed as "Sellers," and the respondent was listed as the "Purchaser."
- The respondent commenced arbitration against the appellant, Ms Y, and Z Co, alleging misrepresentation and breach of contract.
- The appellant claimed he did not receive proper notice of the arbitration.
- The appellant argued that the arbitrator failed to consider the lack of consideration for the BPA.
- The appellant sent an email to the Arbitrator on the day of the hearing, claiming he was informed of the Arbitration by Ms Y.
5. Formal Citations
- DEM v DEL, Civil Appeal No 24 of 2024, [2025] SGCA 1
- DEM v DEL and another matter, , [2024] SGHC 80
6. Timeline
| Date | Event |
|---|---|
| Business Purchase Agreement signed | |
| Notice of Arbitration filed in SIAC | |
| Consolidation Application rejected by SIAC | |
| Respondent informed SIAC it would continue arbitration under the BPA | |
| Respondent filed the 2020 NOA against the appellant, Ms Y and Z Co | |
| SIAC informed parties of the appointment of the Arbitrator | |
| Respondent reached a settlement with Ms Y and Z Co | |
| Hearing for the Arbitration took place | |
| Arbitration declared closed | |
| Arbitrator published her award | |
| Judgment entered in terms of the Award | |
| Respondent applied for substituted service of the judgment | |
| Appellant reappeared and alleged he was only recently made aware of the Award | |
| Appellant sought to set aside the Award | |
| Appeal dismissed with brief oral grounds | |
| Grounds of decision delivered |
7. Legal Issues
- Lack of Proper Notice of Arbitration
- Outcome: The court held that the appellant had actual notice of the arbitration and deemed notice through contractually permitted service methods.
- Category: Procedural
- Sub-Issues:
- Failure to serve notice of arbitration
- Failure to verify identity of recipient of notice
- Related Cases:
- [2023] SGHC(I) 18
- Infra Petita Challenge
- Outcome: The court held that the infra petita challenge failed because the issue was not properly brought before the arbitrator due to the appellant's non-participation.
- Category: Procedural
- Sub-Issues:
- Failure to consider essential issue
- Non-participation in arbitration
- Related Cases:
- [2013] 4 SLR 972
- Breach of Natural Justice
- Outcome: The court held that there was no breach of natural justice, as the appellant's complaints were parasitic on the other dismissed grounds.
- Category: Procedural
- Sub-Issues:
- Failure to ensure proper service
- Failure to consider essential issue
- Related Cases:
- [2020] 1 SLR 695
- Lack of Consideration
- Outcome: The court found that the argument of lack of consideration was without merit.
- Category: Substantive
- Related Cases:
- [2009] 2 SLR(R) 332
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Misrepresentation
- Breach of Contract
10. Practice Areas
- Arbitration
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| DBX and another v DBZ | High Court | Yes | [2023] SGHC(I) 18 | Singapore | Cited for the principle of proper notice, which may be actual or deemed. |
| Re Shanghai Xinan Screenwall Building & Decoration Co, Ltd | High Court | Yes | [2022] 5 SLR 393 | Singapore | Cited for the principle that deemed notice may be rebutted by appropriate evidence of non-receipt. |
| Zavod Ekran OAO v Magneco Metrel UK Ltd | High Court of Justice | Yes | [2017] EWHC 2208 (Comm) | England and Wales | Cited for the principle that the lack of proper notice ground is a specific manifestation of an infringement on the right to present one’s case. |
| OUE Lippo Healthcare Ltd v David Lin Kao Kun | High Court | Yes | [2019] HKCU 2454 | Hong Kong | Cited for the principle that a party who deliberately chose not to attend or participate in the arbitration may not rely on the absence of proper notice to challenge the award. |
| TMM Division Maritima SA de CV v Pacific Richfield Marine Pte Ltd | Court of Appeal | Yes | [2013] 4 SLR 972 | Singapore | Cited for the definition of infra petita challenge. |
| Front Row Investment Holdings (Singapore) Pte Ltd v Daimler South East Asia Pte Ltd | High Court | Yes | [2010] SGHC 80 | Singapore | Cited for the definition of infra petita challenge. |
| CRW Joint Operation v PT Perusahaan Gas Negara (Persero) TBK | Court of Appeal | Yes | [2011] 4 SLR 305 | Singapore | Cited for the rationalisation of infra petita challenges as falling within the ambit of Art 34(2)(a)(iii) Model Law, which the court disagreed with. |
| BLB v BLC | Court of Appeal | Yes | [2013] 4 SLR 1169 | Singapore | Cited for the rationalisation of infra petita challenges as falling within the ambit of Art 34(2)(a)(iii) Model Law, which the court disagreed with. |
| AKN and another v ALC and others and other appeals | Court of Appeal | Yes | [2015] 3 SLR 488 | Singapore | Cited for the principle that the failure to consider an important issue that was put in issue in the arbitration is manifestly a breach of natural justice. |
| BRS v BRQ and another and another appeal | Court of Appeal | Yes | [2021] 1 SLR 390 | Singapore | Cited as a case that recognises that the failure to consider an important issue that was put in issue in the arbitration is manifestly a breach of natural justice. |
| Bintai Kindenko Pte Ltd v Samsung C&T Corp | Court of Appeal | Yes | [2018] 2 SLR 532 | Singapore | Cited as a case that recognises that the failure to consider an important issue that was put in issue in the arbitration is manifestly a breach of natural justice. |
| BTN and another v BTP and another | Court of Appeal | Yes | [2020] 5 SLR 1250 | Singapore | Cited as a case that recognises that the failure to consider an important issue that was put in issue in the arbitration is manifestly a breach of natural justice. |
| Glaziers Engineering Pte Ltd v WCS Engineering Construction Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 1311 | Singapore | Cited as a case that recognises that the failure to consider an important issue that was put in issue in the arbitration is manifestly a breach of natural justice. |
| China Machine New Energy Corp v Jaguar Energy Guatemala LLC and another | Court of Appeal | Yes | [2020] 1 SLR 695 | Singapore | Cited for the principles that apply to natural justice challenges. |
| DFM v DFL | Court of Appeal | Yes | [2024] 1 SLR 1283 | Singapore | Cited for the principle that an aggrieved party cannot complain after the fact that its hopes for a fair trial had been irretrievably dashed by the acts of the tribunal, if it had conducted itself as if it had been content to proceed with the arbitration and obtain an award during the course of the arbitration before that tribunal. |
| BLC and others v BLB and another | Court of Appeal | Yes | [2014] 4 SLR 79 | Singapore | Cited for the principle that courts must be wary of a party who accuses an arbitrator of failing to consider and deal with an issue that was never before him in the first place. |
| PT Prima International Development v Kempinski Hotels SA and other appeals | Court of Appeal | Yes | [2012] 4 SLR 98 | Singapore | Cited for the principle that disputes which parties choose to submit for arbitration will demarcate the jurisdiction of the arbitral tribunal. |
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | Court of Appeal | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited for the definition of consideration. |
| KLW Holdings Ltd v Straitsworld Advisory Ltd and another | Court of Appeal | Yes | [2017] 5 SLR 184 | Singapore | Cited for the principle that consideration must move from the promisee but need not move to the promisor. |
13. Applicable Rules
| Rule Name |
|---|
| Arbitration Rules of the Singapore International Arbitration Centre (6th Ed, 2016) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Arbitration Act 2001 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Arbitration
- Business Purchase Agreement
- Notice of Arbitration
- Lack of Consideration
- Infra Petita
- Natural Justice
- Proper Notice
15.2 Keywords
- Arbitration
- Contract
- Notice
- Consideration
- Singapore
- Appeal
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Arbitration | 95 |
| Recourse against award | 70 |
| Lack of proper notice | 65 |
| Breach of Contract | 60 |
| Infra petita | 55 |
| Commercial Disputes | 50 |
| Natural justice | 45 |
| Contractual terms | 40 |
| Jurisdiction | 30 |
16. Subjects
- Arbitration
- Contract Law
- Civil Procedure