Certainty in arbitration: High thresholds for setting aside awards in Singapore

Singapore’s status as a top-tier arbitration hub is rooted in judicial restraint. Our courts rarely disturb a tribunal’s findings, giving parties the confidence that their dispute ends where it belongs: with the final award. For businesses, this means predictable results and an end to protracted litigation.

The decision of the Singapore International Commercial Court (SICC) in DPT and another v DPV and others [2025] SGHC(I) 29 is a recent illustration of these principles in action. The judgment provides a clear roadmap for legal practitioners and corporate clients on the very high thresholds that must be met to set aside an arbitral award on the basis of alleged breaches of natural justice.

Background

The applicants sought to set aside a Partial Award issued in an SIAC arbitration. The dispute arose out of a fintech joint venture and involved allegations of minority oppression, including the improper conversion of convertible loan notes (CLNs).

Two due process challenges were raised:

• the tribunal allegedly adopted a valuation methodology for a share buyout that the parties had agreed would not be pursued; and
• the tribunal allegedly failed to consider “responsive” witness evidence filed to contradict aspects of key testimony.

The SICC dismissed the application in its entirety, reaffirming Singapore’s long-standing approach of minimal curial intervention.

Legal framework applied by the court

The court applied the established framework for setting aside arbitral awards under Article 34(2)(a)(ii) of the UNCITRAL Model Law and section 24(b) of the International Arbitration Act.

Where a breach of the fair hearing rule is alleged based on the tribunal’s chain of reasoning, the court reiterated that such a challenge will only succeed where:

• the reasoning was one which the parties did not have reasonable notice the tribunal could adopt; and
• the reasoning lacks a sufficient nexus to the arguments advanced by the parties.

Reasonable notice will generally be found where the reasoning flows from the pleadings, the submissions, or is a reasonable implication of them. To succeed, an applicant must show that the tribunal acted in a manner so irrational or capricious that a reasonable litigant could not have foreseen the reasoning adopted.

Where the complaint is that the tribunal failed to consider an issue or evidence, the court applied the strict test articulated in DKT v DKU [2025] 1 SLR 806. In summary:

• the point must have been properly placed before the tribunal;
• it must have been essential to the resolution of the dispute, not merely peripheral;
• the court must be able to draw a “clear and virtually inescapable inference” that the tribunal failed to consider it at all; and
• the applicant must establish actual prejudice, meaning the omitted material could reasonably have made a difference to the outcome.

The court also confirmed that Singapore law does not recognise a standalone “no evidence” rule. A finding of fact made on a limited evidential basis does not, without more, amount to a breach of natural justice. To hold otherwise would permit an impermissible review of the merits.

The buyout valuation issue

The applicants argued that the tribunal relied on a “third scenario” for valuation, a post-conversion valuation without a top-up, notwithstanding an alleged concession by the respondents that this approach would not be pursued.

The court rejected this argument for two main reasons.

First, the respondents’ pleadings were sufficiently broad to encompass the valuation scenario ultimately adopted. In particular:

• a claimant is not required to “plead a negative”; and
• courts take a flexible approach to pleadings in complex valuation disputes.

Second, the applicants failed to raise a clear procedural objection when the valuation scenario was advanced in closing submissions. Instead, they:

• engaged with the point on its merits; and
• submitted their own valuation models in response.

Having presented themselves as ready and willing to proceed to an award, they could not later complain of a breach after receiving an unfavourable outcome.

The responsive evidence issue

The applicants also contended that the tribunal failed to consider responsive witness evidence said to undermine the credibility of a key witness.

The SICC rejected this argument, emphasising that:

• the tribunal’s directions limiting cross-examination on certain credibility issues were legitimate exercises of case management;
• the credibility issues concerned events occurring after the arbitration had commenced; and
• the tribunal had referred to the responsive evidence in its procedural history and footnotes.

There was no basis for drawing the clear and virtually inescapable inference that the evidence had been ignored. Rather, the tribunal simply found other documentary evidence more compelling.

Absence of prejudice

Even if a breach of natural justice had been established, the application would still have failed for lack of prejudice.

The tribunal had found multiple independent acts of oppression. As a result, even if the specific finding relating to the CLN conversion were overturned, the buyout order would still have stood on other grounds.

The applicants were therefore unable to show that the alleged breaches could reasonably have affected the outcome.

Key takeaways

The decision reinforces several practical points for parties arbitrating in Singapore:

• pleadings should be framed with sufficient breadth, particularly in valuation-heavy disputes;
• procedural objections must be raised promptly and clearly, or they may be treated as waived;
• tribunals have wide discretion to manage evidence and may give limited weight to peripheral credibility material; and
• errors of fact or law (even findings made on thin evidence) are not grounds for setting aside an award.

The DPT v DPV decision underscores once again that set-aside applications are not a second chance to run a case. For arbitration users, this disciplined approach is precisely what gives Singapore its reputation for certainty and finality.

If you would like to discuss the implications of this decision for your arbitration strategy or ongoing proceedings, our international arbitration and disputes lawyers would be happy to advise.