Singapore: No Harm, No Foul: Singapore High Court Reaffirms Need To Prove Prejudice To Refuse Enforcement Of Award

Last Updated: 10 August 2018
Article by Timothy Cooke and Germaine Chia


In Sanum Investments Limited v ST Group Co, Ltd [2018] SGHC 141, the Singapore High Court reaffirmed that proving prejudice is an essential element when resisting an application for enforcement of an arbitral award. Demonstrating irregularities in the arbitral procedure alone will not suffice, even where the arbitration was found by the court to have been conducted in the wrong seat.

The dispute

The Applicant, Sanum Investments Limited (“Sanum”), and the Respondents, ST Group Co., Ltd (“ST Group”), Mr Sithat Xaysoulivong (“Mr. Sithat”), ST Vegas Co., Ltd. (“ST Vegas Co”), and S.T. Vegas Enterprise Ltd. (“ST Vegas Enterprise”) (collectively, the “Respondents”) entered into a joint venture arrangement for the development of gaming enterprises in the gaming industry in Laos (the “Master Agreement”).

The Master Agreement envisaged three joint ventures to be created to hold and develop certain properties, one of which was the Thanaleng Slot Club. The parties agreed that this club would be turned over to Sanum upon the termination of certain then-existing contracts with the third party owners of slot machines.

Further to the Master Agreement, a number of other agreements were entered into, including:

  1. Between Sanum and ST Vegas Enterprise, a Participation Agreement (“Participation Agreement”) providing that the joint venture for two other slot clubs was to carry on for 50 years; and
  2. Between Sanum and ST Vegas Co, three agreements in 2008 and 2010 on revenue sharing and the expansion of the Thanaleng Slot Club. These three agreements are referred to as the “Thanaleng Documents”.

On 11 April 2012, Sanum was informed that the contracts with the third party slot machine owners had expired. On 12 April 2012, however, ST Vegas Co shut down the Thanaleng Slot Club and refused to allow Sanum access to it. Sanum commenced SIAC arbitration proceedings for damages suffered by reason of the Respondents’ breaches of the Master Agreement and the Participation Agreement. The tribunal appointed to hear the disputes determined that the seat of arbitration was Singapore, and found all the Respondents liable to Sanum under the Master Agreement and the Participation Agreement.

Sanum sought to enforce the tribunal’s award pursuant to section 19 of the International Arbitration Act. The Respondents resisted the application on two broad grounds. The first ground was jurisdictional; they contended that the dispute properly arose out of the Thanaleng Documents, which did not contain an arbitration agreement. The Respondents also asserted that Mr. Sithat, ST Vegas Co and ST Vegas Enterprise were not proper parties to the arbitration. The second ground was procedural; the Respondents argued that the seat of the arbitration and the institution that administered the arbitration (the Singapore International Arbitration Centre – “SIAC”) were not in accordance with the agreement of the parties.

Jurisdictional and procedural grounds dismissed

The Court found that the underlying dispute concerned the failure to “turn over” the Thanaleng Slot Club, an obligation that was contained in the Master Agreement. As the other agreements did not contain any such obligation, the arbitration arose out of the Master Agreement alone. The Court found that the tribunal had incorrectly founded its jurisdiction based on the arbitration agreements in both the Master Agreement and the Participation Agreement.

The Court also rejected the submission that neither Mr. Sithat nor ST Vegas Co were parties to the Master Agreement. Both were defined under the phrase “2nd Party” in the Master Agreement. Mr. Sithat had also signed the Master Agreement in his personal capacity and had received payment of monies under the Master Agreement. As ST Vegas Co owned the rights to the Thanaleng Slot Club, it was a necessary entity that had to be a party to the Master Agreement in order for it to have effect. Furthermore, Mr. Sithat and ST Vegas Co were both involved in certain pre-arbitration steps stipulated as escalation provisions in the arbitration agreement. The Court did, however, find that ST Vegas Enterprise was not a party to the arbitration since it was not a party to the Master Agreement.

As to the Respondent’s objection that the tribunal incorrectly determined the seat of arbitration, the Court agreed that on its proper construction the arbitration agreement identified the seat to be Macau and not Singapore. However, the Court also held that while the parties’ choice of seat is important, such choice is less critical where the disgruntled party is not seeking to set aside the award but is resisting enforcement. This was because enforcement proceedings could be brought in any jurisdiction, whereas only the court of the seat can set aside an award. In seeking to resist enforcement, the Court held that a party had to demonstrate how the law of the incorrect seat impacted the arbitral procedure adopted. The mere assertion that the tribunal conducted the arbitration in the incorrect seat would not be sufficient for the Court to refuse enforcement.

The Court also held the parties adhered to the requirement in arbitration agreement to “use an internationally recognized arbitration company chosen by the party that was dissatisfied with the pre-arbitration process”. The Court found that the SIAC was such a company.

Ultimately, the Court rejected the Respondents’ submissions that enforcement of the award be refused. The Respondents did not demonstrate how the procedural irregularities identified by the Court had affected the arbitral procedure adopted or how they had caused prejudice.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions