Background
The parties entered into four contracts for the sale of oil products by DNA (“the Defendant”/Claimant in Arbitration) to DMZ (“the Claimant”/Defendant in Arbitration) in 2017-18, containing materially identical arbitration clauses with arbitration under a three- member tribunal by SIAC in accordance with SIAC Rules and Singapore law as the governing law. Thereafter, parties entered into another contract to extend the deadline for payment due under one of the sale contracts, which again contained a similar arbitration clause, except for the fact that it did not provide for the number of arbitrators.
On 24 June 2024, the Defendant filed the Notice of Arbitration (“NOA”) with the SIAC stipulating that the disputes arose out of the sale contracts and the arbitration clause of the extension agreement should be read with that of the sale contract, and that the arbitrations commenced should be consolidated. The SIAC sought clarification from the Defendant with regard to the total number of arbitration agreements that the Defendant invoked, to which the Defendant replied that it intended to invoke the arbitration clauses of both, the Sale Contracts and the Extension Agreement.
On 9 July 2024, the SIAC issued a letter stating that the Registrar has deemed the arbitrations to have commenced on 3 July 2024 pursuant to Rule 3.3 of the SIAC Rules. The Claimant filed its response to the NOA on 22 July 2024, asserting that the Defendant’s claims were time-barred, as the arbitration commenced more than six years after the sums allegedly became due under the sale contracts. The Defendant wrote to the Registrar seeking a ‘correction’ of the date of commencement to 24 June 2024, since the NOA had fully or at least substantially complied with SIAC Rules. The Claimant objected to this request, and both parties made their further submissions as to the issue of the commencement date. The SIAC then issued another letter on 30 July 2024, revising the commencement date to 24 June 2024.
More than two months later, the Claimant filed an application against the SIAC and the Defendant, seeking a declaration that the commencement date was 3 July 2024 and the decision of the SIAC to revise the commencement date was unlawful and liable to be set aside.
Issues and Decision
Whether the administrative decision of the SIAC Registrar can be reviewed by it and/or by the Court.
The Claimant contended that Rule 40.1 makes the decision ‘conclusive and binding’ such that the Registrar was functus officio and had no power to review his own decision. It also relied on the principle of finality to contend that the Registrar was precluded from reviewing his decisions. It also argued that allowing the Registrar to reconsider would not be expeditious and economical, as parties would be entitled to make multiple requests for review. Alternatively, submission was made that the decision to alter the commencement date was made arbitrarily, capriciously and unfairly and thus resulted in a breach of the SIAC Rules. The Claimant also submitted that this court has wide-ranging powers under the Supreme Court of Judicature Act 1969.
The Defendant, on the other hand, maintained that the NOA had fully, or at least substantially, complied with the SIAC Rules and thus, the commencement date ought to be 24 June 2024. The 30 July decision taken by the Registrar to review and correct his own order was thus valid.
Rejecting the Claimant’s arguments, the Court held that the application before the Court was brought in breach of the express provision of the SIAC Rules, Rule 40.2, which states that the parties waive the right to appeal or review the decision of the President, the Court and the Registrar to any court or judicial authority [¶23]. The Court also took note of the policy of minimal curial intervention as enumerated in multiple judgements [¶25]. Further, the Court held that it would interfere in an arbitration only where expressly provided under the International Arbitration Act, 1994 [¶26]. The Court recognised the Claimant’s application as a back-door appeal, and held that the Claimant had no basis to invoke the court’s jurisdiction to override the Registrar’s decision [¶27-28]. Moreover, the Court held that the Claimant may move an application to set aside the award under Article 34(2)(a)(iv) of the UNCITRAL Model Law on International Commercial Arbitration (which applies to Singapore by virtue of Sec. 3 of the International Arbitration Act) [¶34].
Review of Administrative orders by SIAC Allowed
The Court noted that Rule 40.1 mentions that the Registrar’s decisions are conclusive and binding upon the parties and the tribunal and does not expressly prohibit the Registrar from reviewing his decisions [¶40]. Further, Rule 40.2 supports this interpretation as it expressly prohibits appeals or reviews to a different body [¶41]. The decision taken by the Registrar with respect to the commencement date was administrative in nature, and such decisions can be reconsidered, particularly on the basis of necessity, as held in Sloane v Minister for Immigration, Local Government and Ethnic Affairs[1][¶45]. Similar to a court or a tribunal, which can reconsider its administrative or procedural decisions as the ‘master of its own internal procedure’, the arbitral institution can also do so [¶46]. Drawing from the judgement in D’Orta-Ekenaike v Victoria Legal Aid and another[2], the Court reiterated that the principle of finality is that ‘controversies, once resolved, are not to be re-opened except in a few, narrowly defined circumstances’. In the present case though, no controversy was raised before the Registrar, and the decision was made before he considered the parties’ submissions [¶48].
Fair, Expeditious and Economical to Allow Review
Additionally, the Court relied upon Rule 41.2 and held that it would be fair, expeditious and economical for parties to invite the Registrar to reconsider his own decision, particularly when made on a misapprehension of facts or without hearing the parties. Rather, a refusal to reconsider the decisions might lead to a challenge to set aside the award on the basis of a breach of natural justice. Once the Registrar considered the parties’ submissions, he would be able to deal summarily with any subsequent requests for review. It was also clarified that the mode in which the review was initiated, i.e. on the Defendant’s request or the Registrar’s own initiative, does not matter [¶49-53].
Further, the argument that the decision to change the commencement date was ‘arbitrary, capricious, and unreasonable’ was without any evidence that the Registrar had taken into account irrelevant matters or failed to take into account relevant matters [¶55].
Significance
The decision illustrates how the rules of arbitral institutions are interpreted to allow internal procedural flexibility. It addresses the scope of administrative powers vested in the Registrar under the SIAC Rules. The ruling also highlights how courts should approach the boundary between administrative reconsideration and impermissible judicial review.
Case Details
Citation Codes: [2025] SGHC 31
Date of Judgement: 25 February 2025
Forum: General Division of the High Court, Singapore
Bench: Hri Kumar Nair J
[1] [1992] 28 ALD 480
[2] [2005] 214 ALR 92
Author(s)
Gunjan Jain
Student at RGNUL, Punjab