Case Details
- Citation: [2020] SGHC 113
- Title: Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another
- Court: High Court of the Republic of Singapore
- Date of Decision: 29 May 2020
- Judge(s): Belinda Ang Saw Ean J
- Coram: Belinda Ang Saw Ean J
- Case Numbers: Originating Summons Nos 1385 of 2019 and 1257 of 2019 (Summons No 6218 of 2019)
- Procedural Posture: Applications to set aside a Singapore-seated arbitral award (quantum) and to resist enforcement/leave to enforce
- Plaintiff/Applicant: Bloomberry Resorts and Hotels Inc (“BRHI”) and Sureste Properties, Inc. (“Sureste”)
- Defendant/Respondent: Global Gaming Philippines LLC (“GGAM Philippines”) and GGAM Netherlands BV (“GGAM Netherlands”)
- Parties (collectively): Bloomberry (BRHI and Sureste); GGAM (GGAM Philippines and GGAM Netherlands)
- Legal Areas: Arbitration — Enforcement; Arbitration — Award
- Key Statute(s) Referenced: International Arbitration Act (Cap 143A, Rev Ed 2002) (“IAA”)
- Model Law Instrument: UNCITRAL Model Law on International Commercial Arbitration (as set out in the First Schedule to the IAA)
- Arbitral Framework: Singapore-seated arbitration governed by the UNCITRAL Arbitration Rules (as revised in 2010)
- Arbitral Awards in Issue: Partial Award (liability) dated 20 September 2016; Final Award (quantum) dated 27 September 2019
- Remedies Awarded (high level): Damages and costs, interest, and a “Constructive Remedy” relating to Bloomberry’s interference with GGAM’s sale of shares
- Prior Related High Court Decision: Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another [2020] SGHC 1 (“2020 Judgment”)
- Counsel (for plaintiffs in HC/OS 1385/2019 and defendants in HC/OS 1257/2019): Alvin Yeo SC, Lionel Leo and Daryl Wong (WongPartnership LLP)
- Counsel (for defendants in HC/OS 1385/2019 and plaintiffs in HC/OS 1257/2019): Cavinder Bull SC (Drew & Napier LLC) (instructed), Aaron Lee Teck Chye and Marc Malone (Allen & Gledhill LLP)
- Judgment Length: 29 pages, 18,007 words
Summary
In Bloomberry Resorts and Hotels Inc and another v Global Gaming Philippines LLC and another [2020] SGHC 113, the High Court (Belinda Ang Saw Ean J) dealt with two connected applications arising from a Singapore-seated arbitration: (1) Bloomberry’s application to set aside the arbitral tribunal’s Final Award on quantum dated 27 September 2019; and (2) Bloomberry’s attempt to resist enforcement in Singapore of that Final Award after the court had granted leave to enforce.
The court’s central task was to determine whether Bloomberry had established statutory grounds under the International Arbitration Act (IAA) and the UNCITRAL Model Law for setting aside the award, or for overturning the court’s leave to enforce. Bloomberry advanced further grounds beyond those already rejected in the earlier liability-focused decision [2020] SGHC 1, including arguments that the tribunal’s “Constructive Remedy” was outside the scope of submission to arbitration and punitive in nature, that there were breaches of natural justice, and that the damages awarded to GGAM Netherlands were contrary to Singapore public policy because they allegedly upheld tax evasion fraud in the Philippines.
Applying the narrow supervisory approach mandated for arbitral awards, the High Court ultimately rejected Bloomberry’s challenges. The decision reinforces that, absent clear jurisdictional or procedural defects, Singapore courts will not re-litigate the merits of an arbitral tribunal’s findings—particularly where the tribunal’s remedial orders are framed as measures reasonably necessary to give effect to its substantive determinations.
What Were the Facts of This Case?
The dispute originated from a Management Services Agreement dated 9 September 2011 (“MSA”) concerning the development, construction, and operation of the Solaire Resort & Casino in the Philippines. The arbitration was Singapore-seated and governed by the UNCITRAL Arbitration Rules (as revised in 2010). The arbitral process produced two key awards: a Partial Award on liability dated 20 September 2016, and a Final Award on quantum dated 27 September 2019.
In the Partial Award, the tribunal found in favour of GGAM (the claimants) for wrongful termination of the MSA. Importantly for the later quantum and remedial issues, the tribunal rejected Bloomberry’s claims that GGAM should return shares that GGAM had acquired in Bloomberry Resorts Corporation (“BRC”) on 20 December 2012 (“Shares”). The tribunal also rejected Bloomberry’s argument that GGAM would be unjustly enriched if permitted to sell the Shares. The tribunal held that Bloomberry had no basis to challenge GGAM’s title to the Shares and that GGAM could exercise rights in relation to them, including the right to sell.
After the liability stage, the tribunal proceeded to a remedies hearing from 28 May 2018 to 1 June 2018. In the Final Award, the tribunal ordered Bloomberry to pay GGAM substantial sums, including damages for lost management fees, pre-termination fees and expenses, costs, and interest. A major contested issue concerned Bloomberry’s alleged obstruction of GGAM’s sale of the Shares. Bloomberry’s position was that it interfered because the MSA had been validly terminated, while GGAM argued that Bloomberry blocked the sale despite GGAM’s entitlement to sell. Bloomberry also contended that a “Philippine preliminary injunction and attachment” over the Shares remained in place and continued to restrain disposal.
Beyond monetary damages, the tribunal granted a “Constructive Remedy” to address Bloomberry’s continued interference with GGAM’s ability to sell the Shares. Under this remedy, Bloomberry was ordered to buy the Shares based on their value as of 9 December 2014, with detailed mechanisms governing payment, transfer of ownership, and fallback rights for GGAM to sell the Shares on the market if Bloomberry did not comply. The tribunal also required Bloomberry to take steps to withdraw Philippine court proceedings, issue joint press releases, instruct market participants and depositories regarding GGAM’s free and clear title, and facilitate release of dividends. These remedial steps were expressly designed to enable GGAM to realise the practical effect of the tribunal’s substantive findings.
What Were the Key Legal Issues?
The High Court had to consider whether Bloomberry could set aside the Final Award under section 24 of the IAA and Article 34 of the Model Law. Bloomberry’s arguments focused on three broad areas: (i) whether the Constructive Remedy was outside the scope of the parties’ submission to arbitration and whether it was punitive; (ii) whether there was a breach of natural justice in the tribunal’s approach to evidence and alleged procedural fraud and concealment; and (iii) whether the damages awarded to GGAM Netherlands were contrary to Singapore public policy because they allegedly supported tax evasion fraud in the Philippines.
In addition, Bloomberry sought to challenge the court’s earlier Leave Order granting GGAM leave to enforce the Final Award in Singapore. The leave had been granted on 10 October 2019 after GGAM applied in OS 1257. Bloomberry’s SUM 6128 sought to set aside that leave order. This required the court to assess whether Bloomberry had raised arguable grounds that would justify resisting enforcement, consistent with the Model Law’s enforcement framework.
A further issue, implicit but significant, was whether Bloomberry was effectively re-arguing matters already decided in the earlier liability proceedings and the earlier High Court decision in [2020] SGHC 1. The court needed to determine the extent to which the “further grounds” were genuinely new and distinct, as opposed to attempts to revisit the tribunal’s liability findings or the High Court’s prior supervisory determinations.
How Did the Court Analyse the Issues?
The High Court began by situating the applications in the broader arbitral history. It noted that Bloomberry’s earlier attempts to set aside and resist enforcement of the Partial Award had been dismissed in the 2020 Judgment. That earlier decision mattered because it constrained Bloomberry’s ability to re-litigate issues already decided. The court emphasised that the supervisory jurisdiction over arbitral awards is not a mechanism for a merits appeal; rather, it is a narrow review focused on specific statutory grounds.
On the “Constructive Remedy” challenge, Bloomberry argued that the remedy related to matters outside the scope of the parties’ submission to arbitration. The thrust of the argument was twofold: first, that the remedy required a non-party to the MSA to take steps to effectuate the award; and second, that the remedy was punitive and therefore expressly disallowed by the arbitration agreement. Bloomberry also contended that the tribunal’s remedial order went beyond what the parties had agreed to arbitrate.
In response, GGAM argued that the Constructive Remedy was within the scope of submission because it was directly connected to the tribunal’s findings on interference with the Shares and was designed to give effect to the substantive relief. The court’s analysis (as reflected in the extract) highlighted that the tribunal had framed the remedy as “reasonably necessary” to give effect to the Constructive Remedy and that the alternative relief was structured to become effective only if Bloomberry refused to comply with the damages award for the Shares within a specified period. This framing supported the view that the remedy was remedial and consequential rather than punitive in the prohibited sense.
On natural justice, Bloomberry alleged multiple procedural failings: the tribunal refused to consider evidence material to remedies because it could not revisit liability; the tribunal refused to apply its mind to Bloomberry’s demonstration that GGAM committed procedural fraud; and GGAM allegedly made deliberate concealments in document production relevant to damages. The court approached these complaints with caution, recognising that allegations of “natural justice” breaches must be anchored in the tribunal’s actual conduct and the arbitral process, not in dissatisfaction with how the tribunal weighed evidence or confined its inquiry to the remedies phase.
Crucially, the court also had to consider whether these natural justice allegations were, in substance, attempts to re-open liability determinations already made in the Partial Award and already addressed in the 2020 Judgment. Where a tribunal’s decision reflects a permissible procedural management of the arbitration—such as limiting the remedies hearing to issues relevant to quantum and remedial consequences—courts are generally reluctant to characterise that as a natural justice breach. The extract indicates that Bloomberry’s natural justice grounds were directed at specific parts of the Final Award (notably [507(a)] and [507(b)]), relating to findings connected to the FCPA Findings and GGAM’s purported concealment and representations. The court would therefore have assessed whether the tribunal’s approach to those matters was procedurally fair and whether Bloomberry had been given a reasonable opportunity to present its case.
On public policy, Bloomberry argued that the grant of damages to GGAM Netherlands was contrary to Singapore public policy because it upheld tax evasion fraud in the Philippines. This argument engages a high threshold: public policy under the Model Law is not a broad discretion to refuse enforcement whenever a party alleges wrongdoing; it typically requires a clear conflict with fundamental principles of justice or morality as understood in Singapore. The court would have examined whether the alleged fraud was sufficiently established and whether the damages award, as a matter of substance, would offend Singapore’s public policy. The extract suggests that Bloomberry’s argument was tied to the tribunal’s reliance on findings described as FCPA-related matters and GGAM’s representations, but the court would have required more than allegations to reach the public policy threshold.
Throughout, the court’s reasoning reflected the supervisory philosophy underlying the IAA: the court’s role is to ensure that the arbitral process complied with the minimum requirements of fairness and jurisdiction, not to correct errors of fact or law. Where the tribunal’s remedial orders were connected to its substantive findings and were structured to address interference and enable practical relief, the court was likely to treat those orders as within the tribunal’s mandate. Similarly, where natural justice complaints amounted to disagreement with evidential scope or the tribunal’s treatment of fraud-related allegations, the court would likely treat them as insufficient unless they demonstrated a real procedural unfairness.
What Was the Outcome?
The High Court dismissed Bloomberry’s application to set aside the Final Award and also rejected Bloomberry’s attempt to set aside the leave order to enforce the Final Award in Singapore. The practical effect was that GGAM retained the ability to enforce the Final Award in Singapore, subject to the ordinary enforcement process and any subsequent steps required to convert the award into enforceable judgment.
By upholding the award, the decision confirmed that the tribunal’s Constructive Remedy—requiring Bloomberry to take steps to facilitate GGAM’s sale of the Shares and to withdraw or manage related proceedings—was not beyond jurisdiction and did not breach the procedural fairness requirements necessary to justify setting aside or resisting enforcement.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts apply the narrow grounds for setting aside and resisting enforcement of arbitral awards under the IAA and the Model Law. The decision underscores that parties cannot use supervisory proceedings as a substitute for an appeal on the merits. Even where a party alleges that a tribunal’s remedial order is “punitive” or involves steps affecting non-parties, the court will examine whether the remedy is reasonably necessary to give effect to the tribunal’s substantive determinations and whether it falls within the scope of the arbitration agreement and the issues submitted.
For arbitration counsel, the case also highlights the importance of framing natural justice complaints with precision. Allegations that a tribunal refused to consider certain evidence or declined to revisit liability are unlikely to succeed unless the party can show that the tribunal’s conduct deprived it of a reasonable opportunity to present its case or that the tribunal’s approach crossed the line from procedural management into procedural unfairness. Similarly, public policy arguments require a high evidential and conceptual threshold; mere assertions of wrongdoing connected to foreign regulatory or enforcement findings may not suffice without demonstrating a clear and fundamental conflict with Singapore’s public policy.
Finally, the decision is a useful reference point for parties dealing with enforcement of Singapore-seated awards. Once leave to enforce has been granted, resisting enforcement is not automatic; the resisting party must still meet the statutory grounds. This case therefore provides practical guidance on how courts treat the relationship between setting-aside applications and enforcement leave proceedings.
Legislation Referenced
- International Arbitration Act (Cap 143A, Rev Ed 2002), in particular:
- Section 24 (grounds for setting aside)
- UNCITRAL Model Law on International Commercial Arbitration (as set out in the First Schedule to the IAA), in particular:
- Article 34 (recourse against arbitral award)
- Article 36 (recognition and enforcement of arbitral awards)
- UNCITRAL Arbitration Rules (as revised in 2010) (procedural framework for the arbitration)
Cases Cited
- [2020] SGHC 1
- [2020] SGHC 113
Source Documents
This article analyses [2020] SGHC 113 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.