Case Details
- Citation: [2020] SGHC 113
- Title: Bloomberry Resorts and Hotels Inc & Anor v Global Gaming Philippines LLC & Anor
- Court: High Court of the Republic of Singapore
- Date of Decision: 29 May 2020
- Judges: Belinda Ang Saw Ean J
- Originating Summons No 1385 of 2019 (OS 1385): Application by Bloomberry to set aside the Final Award on quantum dated 27 September 2019
- Originating Summons No 1257 of 2019 (OS 1257): Application by GGAM for leave to enforce the Final Award in Singapore
- Summons No 6218 of 2019 (SUM 6128): Bloomberry’s application to set aside the leave order to enforce the Final Award
- Plaintiffs/Applicants: Bloomberry Resorts and Hotels Inc; Sureste Properties, Inc.
- Defendants/Respondents: Global Gaming Philippines LLC; GGAM Netherlands B.V.
- Legal Area(s): International arbitration; enforcement and setting aside of arbitral awards; natural justice; public policy
- Statutes Referenced: International Arbitration Act (Cap 143A, Rev Ed 2002) (“IAA”)
- Arbitration Rules / Model Law: UNCITRAL Arbitration Rules (as revised in 2010); UNCITRAL Model Law on International Commercial Arbitration (as set out in the First Schedule to the IAA)
- Key Procedural Posture: Singapore-seated arbitration; challenge to a Final Award on quantum; alternative resistance to enforcement
- Judgment Length: 62 pages; 19,609 words
- Cases Cited: [2020] SGHC 1; [2020] SGHC 113
Summary
This High Court decision concerns Bloomberry Resorts and Hotels Inc and Sureste Properties Inc’s challenge to a Singapore-seated arbitral “Final Award” on quantum issued in favour of Global Gaming Philippines LLC and GGAM Netherlands B.V. The arbitration arose from a Management Services Agreement dated 9 September 2011 (“MSA”) relating to the Solaire Resort & Casino in the Philippines. The arbitral tribunal had earlier found, in a Partial Award on liability, that Bloomberry wrongfully terminated the MSA and that GGAM was entitled to exercise its rights in relation to shares acquired in Bloomberry Resorts Corporation (“BRC”).
In the present proceedings, Bloomberry sought to set aside the Final Award under s 24 of the International Arbitration Act (IAA) and, alternatively, to resist enforcement in Singapore. The High Court (Belinda Ang Saw Ean J) rejected Bloomberry’s challenges and upheld the tribunal’s award. Central to the dispute was the tribunal’s “Constructive Remedy” requiring Bloomberry to pay the full value of the shares and, if Bloomberry failed to comply, to take further steps to enable GGAM to sell the shares and to facilitate release of dividends.
What Were the Facts of This Case?
The underlying arbitration was conducted under the UNCITRAL Arbitration Rules (as revised in 2010) and was seated in Singapore. The MSA governed the provision of management and technical services for the development, construction and operation of the Solaire Resort & Casino in the Philippines. After a liability hearing, the tribunal issued a Partial Award dated 20 September 2016. It found for GGAM on the claim of wrongful termination of the MSA and rejected Bloomberry’s arguments that GGAM should return the shares it acquired in BRC on 20 December 2012 (“the Shares”). The tribunal also rejected Bloomberry’s unjust enrichment argument and held that Bloomberry had no basis to challenge GGAM’s title to the Shares. Importantly, the tribunal ordered that GGAM could exercise its rights in relation to the Shares, including the right to sell them.
Following the liability findings, the arbitration proceeded to remedies. The remedies hearing took place from 28 May 2018 to 1 June 2018, and the tribunal issued the Final Award on 27 September 2019. The Final Award quantified GGAM’s losses and addressed a continuing dispute about Bloomberry’s alleged interference with GGAM’s ability to sell the Shares. GGAM’s case was that Bloomberry obstructed the sale; Bloomberry’s response was that it did so because the MSA had been validly terminated. Bloomberry further contended that a “Philippine preliminary injunction and attachment” remained in place and continued to restrain disposal of the Shares.
In the Final Award, the tribunal ordered Bloomberry to pay GGAM damages for lost management fees (US$85.2m), pre-termination fees and expenses (US$391,224), and costs (US$14,998,052), together with interest. Beyond damages, the tribunal granted GGAM a Constructive Remedy at [507(c)] of the Final Award. This remedy was designed to address Bloomberry’s continued interference with GGAM’s sale of the Shares. Under the Constructive Remedy, Bloomberry was required to buy the Shares at their value as of 9 December 2014, with detailed conditional steps governing what would happen if Bloomberry did not pay within the specified time.
The Constructive Remedy, as reproduced in the judgment, required Bloomberry to pay PHP 10,169,871,978.24 within 30 days, and as a condition of payment, GGAM would take steps to release ownership or other interests in the Shares to Bloomberry. If Bloomberry did not pay within 30 days, GGAM could sell the Shares on the market, with a mechanism to compare sale proceeds against the specified PHP value. If Bloomberry still failed to comply, the tribunal ordered Bloomberry to take further steps, including directing its agent and controlling shareholder to cooperate in withdrawing a petition seeking writs of preliminary injunction and attachment in the Philippine Regional Trial Court, issuing a joint press release, instructing relevant institutions and the market that GGAM had free and clear title and the absolute right to sell, and instructing Deutsche Bank to transfer the Shares to an unrestricted trading account. The tribunal also required Bloomberry to facilitate release of dividends on the Shares within 21 days, with a certified letter from Bloomberry’s affiliate to Deutsche Bank stating that there was no objection to dividend release.
What Were the Key Legal Issues?
The High Court had to determine three main issues. First, Bloomberry argued that the Constructive Remedy should be set aside or, alternatively, enforcement refused because it related to matters outside the scope of the submission to arbitration. This raised questions about whether the tribunal’s orders were properly within the parties’ arbitral submission and whether the tribunal could make orders to redress non-compliance with an injunction-like interim order (“the IM order”) in a way that effectively enabled enforcement of the tribunal’s own orders while depriving Bloomberry of a passive remedy to challenge enforcement.
Second, Bloomberry contended that the Final Award should be set aside or enforcement refused due to breach of natural justice, inability to present its case, and/or because the arbitral procedure was not in accordance with the agreement of the parties. These arguments engaged the statutory grounds for setting aside and resisting enforcement under the IAA and the Model Law framework, particularly those relating to procedural fairness and adherence to the parties’ agreed procedure.
Third, Bloomberry argued that the tribunal’s grant of damages to GGAM Netherlands should be set aside or enforcement refused as contrary to public policy. This required the court to consider the narrow and exceptional nature of the public policy ground in the context of enforcement of arbitral awards, and whether the tribunal’s damages award crossed that threshold.
How Did the Court Analyse the Issues?
The court began by situating the challenge within the statutory architecture of the IAA and the Model Law. Under s 24 of the IAA, a Singapore-seated arbitral award may be set aside only on specific grounds, which reflect the pro-enforcement bias of arbitration law. The court also noted that Bloomberry’s applications were not made in a vacuum: the Partial Award on liability had already been challenged in Singapore and dismissed in Bloomberry’s earlier proceedings, reported as [2020] SGHC 1. That earlier decision mattered because it confirmed the tribunal’s findings on wrongful termination and on GGAM’s entitlement to title and rights in relation to the Shares. The High Court therefore approached Bloomberry’s arguments with caution against relitigating matters already decided.
On Issue 1 (scope of submission and constructive remedy), Bloomberry’s primary contention was that the Constructive Remedy went beyond what the tribunal was empowered to order. In particular, Bloomberry argued that the tribunal’s “wrongful interference” claim fell outside the scope of the MSA and/or outside the scope of the parties’ submission to arbitration. Bloomberry also argued that the tribunal’s purported exercise of power to make orders to redress non-compliance with the IM order enabled the tribunal to enforce its own orders and thereby deprived Bloomberry of its passive remedy to challenge enforcement of the award. Finally, Bloomberry characterised the Constructive Remedy as punitive and as transgressing cl 19.2(c) of the MSA.
The court’s analysis emphasised that the tribunal’s remedial powers must be read in light of the tribunal’s liability findings and the relief sought. The tribunal had already found that Bloomberry had no grounds to challenge GGAM’s title to the Shares and that GGAM could sell them. The Constructive Remedy was therefore framed as a mechanism to give effect to those findings and to address the practical reality that Bloomberry’s interference was preventing GGAM from realising the value of the Shares. The court accepted that the tribunal made “such orders as [were] reasonably necessary to give effect to [the Constructive Remedy]” (as reflected in the Final Award at [472]). In other words, the court treated the Constructive Remedy as integrally connected to the tribunal’s determination of liability and the quantification of damages.
On Bloomberry’s argument that the Constructive Remedy was punitive, the court focused on the structure and conditionality of the remedy. The remedy required Bloomberry to pay the full value of the Shares within a defined period, and if it did not, GGAM could sell the Shares and adjust the damages based on the sale proceeds. This was not framed as a free-standing penalty but as a remedial arrangement designed to compensate GGAM and to neutralise the effect of interference. The court also considered that the alternative steps—withdrawal of injunction-related petitions, press releases, instructions to market and depository institutions, and facilitation of dividend release—were aimed at removing obstacles to GGAM’s ability to sell and realise value. The court therefore did not accept that the tribunal had crossed from compensatory relief into punishment.
On Issue 2 (natural justice and arbitral procedure), Bloomberry argued that it was unable to present its case and that the arbitral procedure was not in accordance with the parties’ agreement. The court’s approach reflected the high threshold for setting aside or refusing enforcement on these grounds. The court examined whether Bloomberry had been given a fair opportunity to present its position on the relevant matters, including the alleged interference and the effect of any Philippine injunctions. The court also considered whether Bloomberry’s complaints were, in substance, attempts to reframe disagreements about the tribunal’s evaluation of evidence and the weight to be given to arguments already ventilated during the arbitration.
Although the judgment extract provided does not reproduce the court’s full discussion of each procedural complaint, the overall reasoning is consistent with Singapore’s arbitration jurisprudence: natural justice is concerned with procedural fairness, not with whether the tribunal reached a decision that a party prefers. The court assessed whether any alleged procedural irregularity caused actual prejudice to Bloomberry’s ability to present its case. Where the record indicated that Bloomberry had the opportunity to argue its position and that the tribunal’s decision was based on the submissions and evidence before it, the court would not treat the complaint as a ground for setting aside or refusing enforcement.
On Issue 3 (public policy), Bloomberry argued that the damages awarded to GGAM Netherlands were contrary to public policy. The court’s analysis would have required it to apply the narrow conception of public policy in the enforcement context. Singapore courts generally treat public policy as an exceptional ground, reserved for clear cases where enforcement would be fundamentally offensive to Singapore’s notions of justice or morality, or where there is a serious breach of mandatory legal principles. The court therefore examined whether the damages award to GGAM Netherlands involved any such fundamental defect. Given that the tribunal’s liability and remedial determinations were anchored in the arbitration agreement and the tribunal’s findings, and absent a showing of illegality or a manifest breach of fundamental principles, the court was not persuaded that the public policy threshold was met.
What Was the Outcome?
The High Court dismissed Bloomberry’s applications to set aside the Final Award and to resist enforcement. The court also declined to set aside the leave order granting GGAM leave to enforce the Final Award in Singapore. Practically, this meant that GGAM could proceed with enforcement of the Final Award in Singapore, subject to the usual enforcement process and any further procedural steps available to Bloomberry.
The decision reinforces that challenges to Singapore-seated awards under the IAA are tightly constrained and that courts will not readily interfere with arbitral findings on liability, scope, or remedy where the tribunal’s orders are reasonably connected to the relief it was empowered to grant and where procedural fairness has been maintained.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts approach the “scope of submission” and “remedial powers” arguments in the enforcement and setting-aside context. Where a tribunal has already determined liability and entitlement to rights (including title and the right to sell shares), a subsequent constructive or conditional remedy that is designed to give effect to those determinations is likely to be treated as within the tribunal’s remedial authority. The decision therefore provides guidance on how tribunals may craft effective relief to address interference and practical obstacles, and how courts will evaluate whether such relief is compensatory rather than punitive.
It also underscores the importance of procedural finality in arbitration. Bloomberry’s reliance on natural justice and arbitral procedure grounds did not succeed, reflecting that courts require concrete demonstration of unfairness and prejudice rather than disagreement with the tribunal’s reasoning. For parties, this highlights the need to raise procedural objections promptly during the arbitration and to ensure that submissions are fully made at the appropriate stages.
Finally, the case reaffirms the exceptional nature of the public policy ground. Even where a party disputes the composition or recipient of damages, enforcement will not be refused unless the award offends fundamental principles. This is particularly relevant in cross-border disputes involving multiple entities and complex corporate structures, where damages may be awarded to different group companies depending on the tribunal’s findings.
Legislation Referenced
- International Arbitration Act (Cap 143A, Rev Ed 2002), in particular s 24
- UNCITRAL Model Law on International Commercial Arbitration (First Schedule to the IAA), in particular Article 34
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.