In the underlying arbitration, the Appellants, who are involved in the transportation industry, were found to have acted in a manner oppressive to the Respondents, as minority shareholders. Amongst other acts, the Appellants had wrongfully and oppressively diluted the Respondents’ shareholding from 10.71% to 0.4% without giving them due notice. In the Partial Award, the Appellants were ordered to buy out the Respondents’ rightful shareholding in the joint venture for US$14,736,000.
In their application to set aside the award, the Appellants alleged that the Tribunal had breached natural justice: (a) in its determination of the buy-out price (the “Buy-out Issue”); and (b) by failing to consider certain evidence (the “Responsive Evidence Issue”). At first instance, the Singapore International Commercial Court, comprising of S Mohan J, Roger Giles IJ and Anselmo Reyes IJ, dismissed the application and ordered costs in favour of the Respondents amounting to S$255,000 plus disbursements.
The Court of Appeal, comprising Ang Cheng Hock JCA, Kannan Ramesh JAD and Robert French IJ, dismissed the appeal in its entirety and ordered costs in favour of the Respondents amounting to S$90,000. The Court held that the appeal “represents an impermissible attempt to dress up a merits-review of the arbitral proceedings as a complaint concerning breaches of natural justice.“
On the Buy-out Issue, the Court found the Appellants’ argument to be “an attempt to nitpick at the Partial Award in order to, in substance, mount a backdoor appeal against the merits.” The Court also held that the Appellants had “engaged in impermissible hedging”, in claiming that the proceedings had been irretrievably tainted by a breach of natural justice, when at the material time they presented themselves as ready, able and willing to carry on to the award. On the Responsive Evidence Issue, the Court rejected the Appellants’ argument holding that the Tribunal had “considered the evidence, assessed its materiality, and was satisfied that it did not impact the evidence which it relied on to make its finding.”
The total sum due under the Partial Award and Final Award (on costs) now amounts to close to USD 20 million.
The Court of Appeal Judgment is available here: https://www.elitigation.sg/gdviewer/s/2026_SGCAI_4
The SICC Judgment is available here: https://www.elitigation.sg/gd/s/2025_SGHCI_29