DLV v DLX: Setting Aside Arbitral Award for Breach of Natural Justice

DLV and DLW (the Promoters) applied to the General Division of the High Court of Singapore to set aside an arbitral award dated 5 July 2024, in which DLX, DLY, DLZ, and DMA (the Investors) were awarded damages for breach of contract. The Promoters argued that the arbitral tribunal breached the fair hearing rule by failing to consider their waiver and buy-back defenses. The court dismissed the application, finding that the tribunal did not breach the fair hearing rule.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Originating Application dismissed.

1.3 Case Type

Arbitration

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Application to set aside an arbitral award for breach of natural justice is dismissed. The tribunal did not breach the fair hearing rule.

1.7 Decision Date

20 February 2025

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
DLV	Claimant	Other	Application Dismissed	Lost	Abraham Vergis SC, Ngo Wei Shing, Liu Enning
DLW	Claimant	Other	Application Dismissed	Lost	Abraham Vergis SC, Ngo Wei Shing, Liu Enning
DLX	Defendant	Other	Application Dismissed	Won	Thio Shen Yi SC, Nguyen Vu Lan, Chia Wan Lu, Nicole Sim
DLY	Defendant	Other	Application Dismissed	Won	Thio Shen Yi SC, Nguyen Vu Lan, Chia Wan Lu, Nicole Sim
DLZ	Defendant	Other	Application Dismissed	Won	Thio Shen Yi SC, Nguyen Vu Lan, Chia Wan Lu, Nicole Sim
DMA	Defendant	Other	Application Dismissed	Won	Thio Shen Yi SC, Nguyen Vu Lan, Chia Wan Lu, Nicole Sim

3. Judges

Judge Name	Title	Delivered Judgment
Kristy Tan	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Abraham Vergis SC	Providence Law Asia LLC
Ngo Wei Shing	Providence Law Asia LLC
Liu Enning	Providence Law Asia LLC
Thio Shen Yi SC	TSMP Law Corporation
Nguyen Vu Lan	TSMP Law Corporation
Chia Wan Lu	TSMP Law Corporation
Nicole Sim	TSMP Law Corporation

4. Facts

The Promoters applied to set aside an arbitral award.
The Promoters alleged the Tribunal breached the fair hearing rule.
The Promoters claimed the Tribunal failed to consider the Waiver Defence.
The Promoters claimed the Tribunal failed to consider the Buy-back Defence.
The Investors claimed the Tribunal considered and rejected both defences.
The Tribunal found the Investors had given valid notice requiring a Secondary Sale.
The Tribunal found all parties were working towards a Secondary Sale.

5. Formal Citations

DLV and another v DLX and others, Originating Application No 1033 of 2024, [2025] SGHC 29

6. Timeline

Date	Event
2014-10-10	Share Acquisition & Shareholders’ Agreement executed
2016-03-31	Cut-Off Date for Qualified IPO
2016-04-01	4th Investor issued a Secondary Sale Initiation Notice
2016-04-26	2nd and 3rd Investors issued a Secondary Sale Initiation Notice
2020-09-18	2nd and 3rd Investors issued letters regarding secondary sale
2021-01-05	1st Investor issued a letter requesting completion of Secondary Sale
2022-04-11	Investors issued notices of Material Breach of the SASHA
2022-04-14	Investors commenced arbitrations
2022-04-21	Investors commenced arbitrations
2022-04-30	Arbitrations consolidated
2024-07-05	Arbitral Award issued
2024-10-05	Promoters filed OA 1033
2025-01-17	Hearing of OA 1033
2025-02-21	Judgment reserved

7. Legal Issues

Breach of Natural Justice
- Outcome: The court found that the tribunal did not breach the fair hearing rule.
- Category: Procedural
- Sub-Issues:
  - Failure to consider essential issues
  - Failure to apply mind to essential issues

8. Remedies Sought

Setting aside of arbitral award

9. Cause of Actions

Setting aside of arbitral award

10. Practice Areas

Arbitration
Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
ASG v ASH	High Court	Yes	[2016] 5 SLR 54	Singapore	Cited for the principle that an issue need not be resolved expressly in an arbitral award; it may be resolved implicitly.
TMM Division Maritima SA de CV v Pacific Richfield Marine Pte Ltd	Court of Appeal	Yes	[2013] 4 SLR 972	Singapore	Cited for the principle that an issue need not be resolved expressly in an arbitral award; it may be resolved implicitly.
AKN and another v ALC and others and other appeals	Court of Appeal	Yes	[2015] 3 SLR 488	Singapore	Cited for the principle that it is not a breach of natural justice if an arbitral tribunal chooses not to address an issue because the tribunal thinks it unnecessary to do so.
BZW and another v BZV	High Court	Yes	[2022] 1 SLR 1080	Singapore	Cited for the principle that an award will not be set aside on the ground that the tribunal failed to apply its mind to an essential issue unless such failure is a clear and virtually inescapable inference from the award.
L W Infrastructure Pte Ltd v Lim Chin San Contractors Pte Ltd and another appeal	Court of Appeal	Yes	[2013] 1 SLR 125	Singapore	Cited for the principle that in a challenge based on a breach of natural justice, the question is whether the arguments could reasonably have made a difference to the Award.
Salaya Kalairani (legal representative of the estate of Tey Siew Choon, deceased) and another v Appangam Govindhasamy (legal representative of the estate of T Govindasamy, deceased) and others and another appeal	High Court	Yes	[2023] SGHC(A) 40	Singapore	Cited for the position under Singapore law that a species of waiver is “waiver by estoppel”, which is also referred to as the doctrine of promissory estoppel and requires (inter alia) an unequivocal representation by one party that he will not insist upon his legal rights against the other party

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
International Arbitration Act 1994	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Arbitral award
Breach of natural justice
Fair hearing rule
Waiver Defence
Buy-back Defence
Secondary Sale
Exit Price
SASHA
Material Breach

15.2 Keywords

arbitration
award
setting aside
breach of natural justice
fair hearing
waiver
buy-back

16. Subjects

Arbitration
Civil Procedure

17. Areas of Law

Arbitration Law
Civil Procedure