In <span class="news-text_italic-underline">DPT and another v DPV and others [2025] SGHC(I) 29</span>, the Singapore International Commercial Court (“<span class="news-text_medium">SICC</span>”) dismissed a natural justice challenge brought by investors against a Singapore International Arbitration Centre (“<span class="news-text_medium">SIAC</span>”) arbitral award arising out of a shareholder dispute in a fintech company. The underlying arbitration concerned claims of breach of contract and minority oppression. The arbitral tribunal found the investors liable and ordered them to buy out the founders’ shares. In determining the buyout price, the tribunal adopted a valuation of the company’s entire equity at USD 120 million.
The investors applied to set aside the award on natural justice grounds. Their principal complaint related to the arbitral tribunal’s decision to value the shares using a “no top-up” scenario. Under this approach, the buyout price did not include any deduction for a notional top-up that the founders were alleged to have been required to make to avoid dilution of their shareholding. The investors argued that the tribunal adopted this valuation methodology without affording them an opportunity to be heard.
The investors first contended that the founders had conceded that the “no top-up” scenario would not be pursued. The SICC rejected this argument, finding that no clear concession had been made, notwithstanding that counsel for the founders had “appeared to verge” on such a position at certain points. In any event, the SICC observed that if the investors believed that the valuation scenario had been abandoned and then reintroduced late in the submissions, they ought to have raised a procedural objection before the tribunal at that time. Their failure to do so undermined the natural justice challenge.
The SICC also dismissed the investors’ argument that the arbitral tribunal’s reliance on the “no top-up” scenario was based on factual findings that bore no reasonable connection to the parties’ pleaded cases. The court reiterated that, for a chain of reasoning to be impugned on the basis of an evidential deficiency, the tribunal’s conclusions must be “wholly at odds with the established evidence.” A mere assertion that there was insufficient evidence to support a particular finding was inadequate. The SICC confirmed that the arbitral tribunal was entitled to make the relevant findings; had properly exercised its broad discretion to arrive at a fair and just valuation when ordering a buyout; and had done so consistently with the cases advanced by the parties.
Finally, the SICC rejected the investors’ submission that the arbitral tribunal had ignored their responsive evidence in favour of the evidence of a witness subpoenaed by the founders. The court held that the investors had failed to demonstrate a “clear and virtually inescapable inference” that the arbitral tribunal had disregarded their evidence. The arbitral tribunal had, in fact, referred to that evidence and was entitled to regard it as largely immaterial, as well as to control the scope and direction of cross-examination by steering it away from non-essential matters.
The decision underscores that the court will not intervene to set aside an arbitral award simply because a party later regrets the strategic choices it made during the arbitration or wishes it had advanced its case differently.
<span class="news-text_medium">Case:</span> <span class="news-text_italic-underline">DPT and another v DPV and others [2025] SGHC(I) 29</span> (SICC, 1 December 2025, S Mohan J).
