Arbitral awards are rarely set aside. In DWL v DWM,[1] the Singapore High Court dismissed an application to set-aside an arbitral award for excess of jurisdiction or breach of natural justice. Eminent judges have been clear “there is a difference between, on the one hand, a party having no opportunity to address a point or his opponent’s case, and a party failing to recognise or take the opportunity which exists; the latter does not involve a breach”.[2] DWL is another powerful reminder that Courts will not readily set aside an award and will place great focus on what the unhappy party could have elected to, but did not, do. DWL provides excellent guidance to Counsel and Arbitrators. For example, a “tribunal in deciding the question of interpretation of a contract would read the contract for itself, including by looking at parts of it not expressly referred to by parties”.[3] Jeyaretnam J’s judgment will be cited by many in many Seats.
Context
The Claimant, DWL, is an energy technology and equipment supplier and the Respondent, DWM, is an energy producer. In December 2021, the parties entered into a contract for DWL to provide DWM with equipment to operate an energy production plant, where the Respondent was to make regular milestone payments. The parties were aware of international sanctions regimes against Country X (where the Respondent is based) since 2014, and negotiated a “sanctions-resistant” regime to address further sanctions. In February 2022, further sanctions were imposed on Country X. Thereafter, the Claimant’s suppliers began refusing to supply parts needed for the equipment DWL was to deliver to the Respondent. Given the risk of the Claimant failing to supply the equipment, in April 2022, the Respondent refused to pay the third milestone. The Claimant issued a Notice of Suspension.
Until this point, the parties were aligned that under Article 27B of the Contract, the Claimant had either to submit licensing applications or alter its equipment to comply with sanctions. The Claimant’s application for a license was rejected. The Respondent issued a Notice of Termination. The Claimant issued its own Notice of Termination (on grounds similar to its Notice of Suspension). The Respondent commenced Arbitration.
The majority found that the Claimant’s obligation to mitigate the effects of sanctions per Article 27B survived suspension, and that the Respondent’s termination was valid. The Claimant sought to set aside the award on the basis that the majority had interpreted the Contract in ways that neither party had argued and that it had been denied an opportunity to a fair hearing.
The Singapore High Court’s Thinking
The Claimant’s principal challenge was that in making its decision, the tribunal relied on two separate contractual provisions that neither party had cited, and that the majority interpreted Article 27B in a manner materially different to the parties’ interpretation.
Interpretation of Contracts
The Claimant’s main attack was that the tribunal used Articles 45.6 and Article 54 of the Contract to find that the Claimant’s obligations under Article 27B survived suspension and that such Articles had not been raised in the Arbitration. As such, the tribunal either exceeded jurisdiction or failed to provide an adequate opportunity to be heard. The Court disagreed, finding that an arbitral tribunal is entitled “to look at the contract as a whole and find support for a conclusion sought by one party from parts of the contract that neither side referred to”.[4] The Court further explained that a tribunal may consider the “totality” of evidence in light of issues that are live,[5] and that even if a particular provision has not been raised by the parties, it falls within the scope of the parties’ submission if it is “clearly intertwined with the broader issue”.[6] In an elegant judgement, Jeyaretnam J said “what would likely not be foreseeable would be where a tribunal proceeds on a provision or part of a provision different from that which was the subject of argument”[7]. A tribunal interpreting a contract for itself is not an excess of jurisdiction.
Principles of Natural Justice
The Claimant’s second argument that it was not given an opportunity to comment on the effect of Articles 45.6 and 54 was rejected. Singapore Courts have been clear that “failing to recognise or take the opportunity which exists […] does not involve a breach [of the fair hearing rule]”.[8] DWL was not one where the tribunal’s reasoning could not have been foreseen but rather a case where the Claimant could have made arguments but (for whatever reason) did not do so. Jeyaretnam J reiterated that “arbitrators cannot be so straightjacketed as to be permitted to only adopt in their conclusions the premises put forward by the parties”.[9] Only where the tribunal’s reasoning “dramatically departs from and bears no nexus to” the parties’ case could it be found to have denied a party a reasonable opportunity.[10]
Our Thoughts
[1] [2026] SGHC 179 (“DWL”).
[2] Judith Prakash JCA in CJA v CJZ [2022] 2SLR 557, at [75].
[3] DWL (n. 1), at [3].
[4] Ibid, at [50].
[5] DWL (n. 1), at [51], citing CJA v CJZ (n. 2), at [38].
[6] Ibid, at [53], citing Asia Pacific Sdn Bhd v Grant Thornton Singapore Pte Ltd [2025] SGHC 198, at [48]. See our analysis of the Mare Nova decision in “Challenging Arbitral Awards in England & Wales – Section 68 Serious Irregularity” (23 June 2026) for the English position on this issue.
[7] DWL (n. 1), at [3].
[8] CJA v CJZ (n. 2), at [75], cited in DWL (n. 1), at [73].
[9] DWL (n. 1), at [61], citing TMM Division Maritime SA de CV v Pacific Richfield Marine Pte Ltd [2013] 4 SLR 972, at [65].
[10] Ibid, at [63].
