CHY & Anor v CIA

"Accordingly, on the basis of AJU v AJT the court cannot reopen those findings of fact and therefore there is no basis on which the plaintiffs can challenge the Award under Article 34(2)(b)(ii) on the basis that the terms of the SHA and Letter Agreement were a violation of FEMA Regulations so that enforcement of an illegal contract would be in conflict with the public policy of Singapore." — Per Vivian Ramsey IJ, Para 51

Case Information

• Citation: [2022] SGHC(I) 3 (Para 0)
• Court: Singapore International Commercial Court (Para 0)
• Date: 11 February 2022 (Para 0)
• Coram: Vivian Ramsey IJ (Para 0)
• Case Number: Originating Summons No 1 of 2021 (Summons No 5567 of 2020) (Para 0)
• Counsel for the First and Second Plaintiffs: Danny Ong Tun Wei and Sheila Ng Hui Ping, Rajah & Tann Singapore LLP (Para 0)
• Counsel for the Defendant: Paul Tan Beng Hwee and Tian Yi Tan, Cavenagh Law LLP (Para 0)
• Area of Law: Arbitration; public policy; setting aside of award (Para 0, Para 1)
• Judgment Length: The extracted material does not provide the full page count or word count, so this is not answerable from the extraction. (Not Answerable)

Summary

This was an application by CHY and CHZ to set aside an ICC arbitral award on the basis that it conflicted with the public policy of Singapore under Article 34(2)(b)(ii) of the Model Law as incorporated by section 3 of the International Arbitration Act. The dispute arose out of a 2009 investment transaction in which CIA, a Mauritian investment holding company, acquired shares in CHZ under a suite of transaction documents, including a Shareholders’ Agreement and a Letter Agreement. The plaintiffs’ central complaint was that the award compelled them to pay what they characterised as “assured returns” in breach of Indian foreign exchange law, particularly FEMA Regulations. (Para 1, Para 5, Para 18)

The court rejected that challenge. It held that the Tribunal’s findings on Indian law and the factual consequences of the transaction documents were findings of fact for the purposes of a setting-aside application, and that, absent fraud or other vitiating factors, those findings could not be reopened under Article 34(2)(b)(ii). The court further held that, even if the FEMA point were open, the alleged illegality did not satisfy the narrow Singapore public policy threshold. The judgment therefore reaffirmed the strong policy of minimal curial intervention in international arbitration. (Para 36, Para 44, Para 72)

The application was dismissed, and the court also allowed the defendant’s summons to strike out the evidence of Dr [Y], the plaintiffs’ expert on Indian law. The result left intact the Tribunal’s award of damages in the amount of the Put Price and its order that CIA transfer its shares upon receipt of that amount. (Para 79, Para 50, Para 14)

What Was the Arbitration About and How Did the Dispute Arise?

The dispute arose from an investment by CIA into CHZ and CHY in or around 2010. The parties entered into a number of agreements under which CIA acquired a total of 1,340,000 shares in CHZ, representing approximately 14.91% of CHZ’s share capital, by 12 March 2010. The transaction documents included a Shareholders’ Agreement and a Letter Agreement, and those documents later became the focus of the illegality challenge because the plaintiffs said they created an obligation to pay assured returns contrary to Indian law. (Para 5, Para 18)

"In or around 2010, CIA agreed to invest in CHZ and CHY. CHZ, CHY and CIA (the “Parties”) entered into a number of agreements pursuant to which CIA acquired a total of 1,340,000 shares in CHZ (approximately 14.91% of CHZ’s shared capital) by 12 March 2010 (the “Transaction Documents”)." — Per Vivian Ramsey IJ, Para 5

The transaction documents contemplated a listing or public offer by 30 June 2012. That did not happen: by that date, CHZ’s shares had not been listed on the BSE or the NSE and no public offer had been made for the sale of CHZ’s shares on those exchanges. The failure to achieve the contemplated exit event triggered the later dispute over the Put Option and the amount payable under it. (Para 11)

"By 30 June 2012, CHZ’s shares had not been listed on the BSE or the NSE and no public offer had been made for the sale of CHZ’s shares on the said exchanges." — Per Vivian Ramsey IJ, Para 11

When the contractual exit did not materialise, CIA exercised the Put Option and arbitration followed. The Tribunal ultimately ordered damages in the amount of the Put Price and required that, upon receipt of that amount, CIA transfer its shares in CHZ to CHY or a party specified by CHY. The plaintiffs’ setting-aside application was directed at that award and, in substance, at the proposition that the award enforced an illegal bargain. (Para 14, Para 50)

"The Tribunal then made orders requiring that the plaintiffs pay damages to CIA in the amount of the Put Price, and that upon receipt of the Put Price, CIA was to transfer its shares in CHZ to CHY or a party specified by CHY." — Per Vivian Ramsey IJ, Para 14

What Were the Plaintiffs’ and CIA’s Core Arguments on Public Policy and FEMA?

The plaintiffs’ case was that the award should be set aside because it compelled them to pay CIA “assured returns” as consideration for the Put Shares, which they said was illegal under Indian law. They argued that such payment would violate FEMA Regulations and expose them to criminal sanctions, and that an arbitral award compelling performance of an illegal act punishable by criminal sanctions in a foreign state was contrary to Singapore public policy. Their challenge was therefore framed as a public policy objection under Article 34(2)(b)(ii). (Para 18)

"The plaintiffs submit that the Award should be set aside for being in conflict with the public policy of Singapore because the Award compels the plaintiffs to pay CIA assured returns as consideration for the Put Shares; it is illegal under Indian law for the plaintiffs to pay CIA such assured returns as that would be a violation of FEMA Regulations exposing them to criminal sanctions; and an arbitral award which compels the parties to perform an illegal act punishable by criminal sanctions in a foreign state is contrary to the public policy of Singapore and should be set aside." — Per Vivian Ramsey IJ, Para 18

CIA resisted the application on two principal bases. First, it submitted that the alleged illegality of the Put Option had already been fully ventilated and finally determined in the Award, and that as a seat court the Singapore court could not intervene in findings of foreign law made by an arbitral tribunal. Second, it argued that the public policy threshold was not met. The court accepted both strands of that response. (Para 19, Para 72)

"CIA submits that the plaintiffs’ application should be dismissed, first, because the issues regarding “illegality” of the Put Option were fully ventilated and finally determined in the Award and, as a seat court, the Singapore courts will not and cannot intervene in findings of foreign law made by an arbitral tribunal." — Per Vivian Ramsey IJ, Para 19

The court’s analysis shows that the dispute was not about whether the plaintiffs disliked the economic consequences of the award; it was about whether a Singapore court could, on a setting-aside application, revisit the Tribunal’s treatment of Indian law and then use that alleged illegality as a basis for public policy intervention. The answer was no. (Para 36, Para 44, Para 51)

How Did the Court Frame the Issues for Decision?

The court expressly identified three issues. First, it asked to what extent the Tribunal’s findings based on Indian law could be reviewed on an application under Article 34(2)(b)(ii) of the Model Law. Second, it asked to what extent the Tribunal’s award of damages and return of shares could be challenged on such an application. Third, it asked whether, if the court could review the Tribunal’s findings on Indian law and reach a contrary view, the matters raised would amount to grounds for setting aside the award as contrary to Singapore public policy. (Para 21)

"The issues in this case arising to the challenge based on non-compliance with the FEMA Regulations are: (a) To what extent can the Tribunal’s findings based on Indian law be reviewed on an application under Article 34(2)(b)(ii) of the Model Law. (b) To what extent can the Tribunal’s award of damages and return of shares be challenged on an application under Article 34(2)(b)(ii) of the Model Law. (c) If the court can review the Tribunal’s findings on Indian law and come to a contrary view on those findings, would the matters raised amount to grounds for setting aside an award as being contrary to public policy of Singapore under Article 34(2)(b)(ii)?" — Per Vivian Ramsey IJ, Para 21

That framing mattered because it separated the procedural question of reviewability from the substantive question of public policy. The court did not treat the public policy issue as a free-standing invitation to reconsider the merits. Instead, it first asked whether the Tribunal’s findings could be reopened at all, and only then considered whether the alleged illegality would, in any event, satisfy the narrow public policy threshold. (Para 21, Para 36, Para 72)

In practical terms, the court’s structure meant that the plaintiffs had to clear two hurdles: they had to show that the Tribunal’s Indian-law findings were open to review, and then show that the alleged illegality was of a kind that would justify setting aside an award in Singapore. They failed at both stages. (Para 44, Para 74, Para 79)

Why Did the Court Refuse to Reopen the Tribunal’s Findings on Indian Law?

The court’s central reasoning was that, applying AJU v AJT, a court hearing a setting-aside application under Article 34(2)(b)(ii) may reopen findings of law, but not findings of fact, absent fraud or other vitiating factors. The court then treated the Tribunal’s findings on Indian law as findings of fact for this purpose. That classification was decisive: if the Indian-law findings were factual findings, they could not be reopened on the plaintiffs’ application. (Para 36, Para 44)

"Applying AJU v AJT, I consider that on an application to set aside an award under Art 34(2)(b)(ii), the court may reopen findings of law but, in the absence of fraud or other vitiating factors, the court cannot reopen findings of fact made by the arbitral tribunal." — Per Vivian Ramsey IJ, Para 36

The court then applied that principle to the Tribunal’s treatment of the FEMA issue. It held that the findings of fact and the findings of Indian law were all findings of fact, and therefore could not be opened up on the setting-aside application. The court’s conclusion was not that Indian law is irrelevant in arbitration, but that once the tribunal has made its findings on that foreign law, those findings are not to be re-litigated in a Singapore court under the guise of public policy. (Para 44)

"On that basis the findings of fact and the findings of Indian law were all findings of fact and, on the basis of AJU v AJT, those findings cannot be opened up on this application under Article 34(2)(b)(ii)." — Per Vivian Ramsey IJ, Para 44

This approach was reinforced by the court’s reliance on the policy of minimal curial intervention. The judgment emphasised that the Model Law and the IAA embody a strong preference for finality in arbitration, and that this policy would be undermined if parties could routinely ask the court to revisit the tribunal’s factual and foreign-law determinations after the award had been made. (Para 23, Para 36)

"This important proscription is reflected in the policy of minimal curial intervention in arbitral proceedings, a mainstay of the Model Law and the IAA…" — Per Vivian Ramsey IJ, Para 23

The court also drew support from the broader arbitral jurisprudence cited in the judgment, including Betamax and AKN v ALC, which were invoked for the proposition that courts should not interfere with the merits of awards or reopen findings properly made by tribunals. The result was a firm rejection of the plaintiffs’ attempt to convert a merits complaint into a public policy challenge. (Para 23, Para 36, Para 74)

How Did the Court Deal with the Damages Award and the Put Price?

The Tribunal’s damages analysis was tied to the contractual bargain itself. The judgment records that, in the Tribunal’s view, CIA was entitled to the value of the bargain, which was the Put Price, being INR1,140,190,000. The court did not disturb that assessment because it treated the underlying findings as part of the tribunal’s factual and legal evaluation, not as something open to re-determination on a setting-aside application. (Para 50)

"Those consequences, as set out in [195], were that CIA was entitled to the value of the bargain which was the Put Price, being INR1,140,190,000." — Per Vivian Ramsey IJ, Para 50

The plaintiffs attempted to attack the damages award by arguing that the Tribunal ignored the requirement of proof of loss under section 73 of the Indian Contract Act. The court noted that this was part of the plaintiffs’ challenge, but it did not accept that the alleged error justified setting aside the award. The court’s reasoning remained anchored in the distinction between reviewable legal error and non-reviewable factual findings, together with the narrowness of the public policy ground. (Para 66, Para 72)

"The plaintiffs also seek to challenge the Award on the basis that, in arriving at its award of damages, the Tribunal ignored the requirement of proof of loss for the grant of damages under s 73 of the Indian Contract Act, which deals with compensation for loss or damage caused by breach of contract." — Per Vivian Ramsey IJ, Para 66

The court also referred to the Tribunal’s reliance on the Indian authorities Docomo and Cruz City in support of the proposition that damages in such cases are measured by reference to the value of the bargain itself. The judgment records that, in such cases, the measure of damages is readily apparent by reference to the value of the agreements themselves, and that this was the position endorsed by the Tribunal. That reasoning supported the award of the Put Price as damages. (Para 60)

"In such cases, the measure of damages is readily apparent by reference to the value of the agreements themselves. As stated by [CIA], this was the measure of damages in the underlying decisions in Docomo and City Cruz, and is a position that the Tribunal endorses." — Per Vivian Ramsey IJ, Para 60

Why Did the Court Say the Public Policy Threshold Was Not Met Even on the Plaintiffs’ Case?

Even assuming the FEMA issue could be revisited, the court held that the alleged illegality would not satisfy the Singapore public policy threshold. The judgment emphasised that the public policy ground under Article 34(2)(b)(ii) is narrow and is engaged only where upholding the award would shock the conscience, be clearly injurious to the public good, be wholly offensive to the ordinary reasonable and fully informed member of the public, or violate the forum’s most basic notions of morality and justice. (Para 72)

"The authorities demonstrate that the public policy ground under Art 34(2)(b)(ii) of the Model Law is a narrow ground, and the test is whether the upholding of the arbitral award would ‘shock the conscience’; is ‘clearly injurious to the public good or… wholly offensive to the ordinary reasonable and fully informed member of the public’; or ‘where it violates the forum’s most basic notion of morality and justice’" — Per Vivian Ramsey IJ, Para 72

The court then concluded that there was no “palpable and indisputable illegality” in the case. That phrase captures the court’s view that the alleged FEMA breach, even if assumed, was not the kind of obvious and egregious illegality that would justify setting aside an award on public policy grounds. The court therefore rejected the plaintiffs’ attempt to elevate a foreign-law dispute into a Singapore public policy violation. (Para 74)

"There is no palpable and indisputable illegality in this case." — Per Vivian Ramsey IJ, Para 74

This part of the judgment is important because it shows that Singapore public policy is not a general supervisory mechanism for correcting every alleged illegality under foreign law. The court required something much more serious: a violation of basic morality, justice, or public good. The plaintiffs’ case, even on its own framing, did not reach that level. (Para 72, Para 74)

The court’s conclusion also aligns with the broader arbitral policy reflected in the authorities it discussed, including PT Asuransi and Patnaik, which were cited for the proposition that public policy is not a vehicle for ordinary error correction. The judgment therefore preserves the distinction between illegality arguments that may matter in the underlying arbitration and the much narrower question whether an award should be set aside in Singapore. (Para 72, Para 23)

How Did the Court Treat the Expert Evidence on Indian Law?

The plaintiffs relied on an affidavit from Dr [Y], dated 8 October 2020, in which he expressed the opinion that the Award required the plaintiffs to enter into a transaction illegal under Indian law. The court ultimately struck out that evidence when it dismissed the application. The significance of the expert evidence was therefore limited: it was part of the plaintiffs’ attempt to establish the FEMA illegality, but it could not overcome the threshold problem that the Tribunal’s findings were not open to review. (Para 77, Para 79)

"In support of this application, the plaintiffs provided an affidavit from Dr [Y] dated 8 October 2020 in which he set out his opinion that the Award required the plaintiffs to enter into a transaction which is illegal under Indian law." — Per Vivian Ramsey IJ, Para 77

The court’s treatment of the expert evidence is consistent with its broader approach to foreign-law findings. Even if expert evidence could show that the plaintiffs’ preferred interpretation of Indian law was correct, that would not necessarily matter on a setting-aside application if the tribunal had already made its own findings on that issue. The court’s focus remained on the finality of the tribunal’s determinations and the limited scope of review under Article 34(2)(b)(ii). (Para 36, Para 44, Para 51)

Accordingly, the expert evidence did not become the vehicle for a merits rehearing. Instead, it was overtaken by the court’s conclusion that the plaintiffs were asking the court to do precisely what the law forbids in this context: reopen the tribunal’s findings of fact and foreign law. (Para 44, Para 79)

Which Authorities Did the Court Rely On, and How Were They Used?

The judgment drew on a substantial body of arbitration authority. AJU v AJT was the central Singapore authority on the extent to which a court may reopen findings on a setting-aside application, and the court relied on it to distinguish between findings of law and findings of fact. Betamax, AKN v ALC, and BBA v BAZ were cited for the broader principle of finality and non-interference. These authorities collectively supported the court’s refusal to revisit the Tribunal’s Indian-law findings. (Para 36, Para 23, Para 19)

"The authorities demonstrate that the public policy ground under Art 34(2)(b)(ii) of the Model Law is a narrow ground..." — Per Vivian Ramsey IJ, Para 72

The court also referred to Westacre, Soleimany, and OTV as part of the comparative discussion in AJU v AJT concerning illegality and enforcement of awards. Those cases were relevant because they illustrate the tension between finality and illegality in arbitration, and they helped the court situate the present dispute within the established jurisprudence on awards allegedly tainted by illegality. The judgment also referred to Finelvet for the three-stage reasoning framework of an arbitrator. (Para 60, Para 36)

On the public policy side, the court cited PT Asuransi, CEB v CEC, CBX v CBZ, and Sui Southern Gas to explain the narrowness of the public policy ground and the high threshold required before a court will set aside an award. Those authorities were used to show that only egregious cases involving basic morality, justice, or public good will justify intervention. (Para 72)

Finally, the court referred to the Indian authorities NTT Docomo and Cruz City in the context of damages and the value of the bargain. Those cases were used to support the Tribunal’s approach to quantifying damages by reference to the contractual bargain rather than by requiring a separate proof-of-loss exercise in the manner urged by the plaintiffs. (Para 60, Para 66)

Why Did the Court Consider the FEMA Point to Be a Question of Fact Rather Than a Free-Standing Legal Error?

The court’s treatment of the FEMA issue is one of the most important features of the judgment. It held that the Tribunal’s findings of fact and findings of Indian law were all findings of fact for the purposes of the setting-aside application. That meant the plaintiffs could not ask the Singapore court to substitute its own view of Indian law for the Tribunal’s view, at least not in the absence of fraud or other vitiating factors. (Para 44, Para 36)

"On that basis the findings of fact and the findings of Indian law were all findings of fact and, on the basis of AJU v AJT, those findings cannot be opened up on this application under Article 34(2)(b)(ii)." — Per Vivian Ramsey IJ, Para 44

This classification mattered because the plaintiffs’ public policy argument depended on showing that the award compelled an illegal act under Indian law. But if the tribunal had already determined the relevant Indian-law issues, and those determinations were not open to review, then the public policy argument could not get off the ground. The court therefore treated the FEMA point as inseparable from the tribunal’s factual matrix rather than as a standalone basis for intervention. (Para 51, Para 44)

The court’s approach also reflects the institutional role of the seat court in international arbitration. The seat court is not a second merits tribunal. Its role is to police the limited grounds in the Model Law, not to re-try the dispute. That is why the judgment repeatedly returns to finality, minimal curial intervention, and the narrowness of public policy. (Para 23, Para 36, Para 72)

What Was the Significance of the Tribunal’s Reliance on Docomo and Cruz City?

The Tribunal’s damages reasoning was informed by the Indian cases Docomo and Cruz City, which were cited in the award and discussed in the judgment. The court noted that, in the award, the Tribunal referred to both cases. Those authorities were relevant because they supported the proposition that, in such cases, the measure of damages is the value of the bargain itself. (Para 60)

"In the Award, the Tribunal referred to both Cruz City and Docomo." — Per Vivian Ramsey IJ, Para 60

The judgment records the Tribunal’s endorsement of the position that the measure of damages is readily apparent by reference to the value of the agreements themselves. That is why the Put Price became the damages figure. The court did not disturb that reasoning, because the plaintiffs’ challenge was not a conventional appeal on damages but a setting-aside application constrained by Article 34(2)(b)(ii). (Para 60, Para 50)

For practitioners, this part of the case shows how arbitral tribunals may rely on foreign authorities to quantify damages in cross-border investment disputes, and how difficult it is to dislodge such reasoning on public policy grounds unless the award truly offends the forum’s most basic norms. (Para 60, Para 72)

Why Does This Case Matter for Singapore Arbitration Practice?

This case matters because it reinforces Singapore’s strong commitment to minimal curial intervention in international arbitration. The court made clear that a party cannot use a public policy challenge to reopen the tribunal’s findings of fact or foreign law simply because it disagrees with the outcome. That is especially important in disputes involving foreign regulatory regimes, where the tribunal has already heard expert evidence and made findings on the relevant law. (Para 23, Para 36, Para 44)

It also matters because it confirms that alleged illegality under foreign law does not automatically translate into Singapore public policy. The court required a much higher showing: something that shocks the conscience, is clearly injurious to the public good, or violates basic morality and justice. That is a demanding threshold, and the judgment demonstrates that it will not be met by a routine complaint that an award allegedly enforces an unlawful bargain under another legal system. (Para 72, Para 74)

For arbitration users, the practical lesson is that challenges based on foreign-law illegality must be fought, and won if possible, in the arbitration itself. Once the tribunal has made its findings, the seat court will be slow to interfere. The judgment therefore strengthens finality, predictability, and the enforceability of awards seated in Singapore. (Para 36, Para 51, Para 79)

Cases Referred To

Legislation Referenced

• International Arbitration Act (Cap 143A, 2002 Rev Ed) — section 3; sections 19B(1) and 19B(4). (Para 1, Para 6)
• UNCITRAL Model Law on International Commercial Arbitration — Article 34(2)(b)(ii). (Para 1, Para 21)
• Indian Contract Act 1872 — section 73. (Para 66)
• Foreign Exchange Management Act 1999 (FEMA) — referred to generally. (Para 14, Para 18, Para 19)

What Is the Practical Takeaway for Counsel Handling Foreign-Law Illegality Challenges?

The practical takeaway is that counsel must treat foreign-law illegality as an issue to be fully developed in the arbitration, not as a fallback argument for a setting-aside application. Once the tribunal has made findings on the foreign law and the factual matrix, a Singapore court will ordinarily treat those findings as final for purposes of Article 34(2)(b)(ii). That is especially so where the challenge is really an attempt to re-argue the merits under the label of public policy. (Para 36, Para 44, Para 51)

Counsel should also appreciate the difference between illegality and public policy. Even if a transaction is said to be unlawful under a foreign regulatory regime, the Singapore public policy threshold remains narrow and demanding. The award must offend basic morality, justice, or the public good in a way that is palpable and indisputable. The present case shows that a foreign-law illegality argument, without more, is unlikely to suffice. (Para 72, Para 74)

Finally, the case underscores the importance of expert evidence and tribunal record-building. The plaintiffs did adduce expert evidence from Dr [Y], but that evidence could not overcome the structural limits of a setting-aside application. In other words, the quality of the record matters, but so does the procedural posture: once the award is made, the court’s role is tightly confined. (Para 77, Para 79)

What Did the Court Ultimately Order?

The court dismissed the plaintiffs’ application to set aside the Award under Article 34(2)(b)(ii) on the basis that it was contrary to the public policy of Singapore. It also allowed SUM 5567 and struck out the evidence of Dr [Y]. Those orders left the Tribunal’s award intact, including the damages award measured by the Put Price and the transfer mechanism tied to payment. (Para 79, Para 50, Para 14)

"For the reasons set out above, I dismiss the plaintiffs’ application to set aside the Award under Art 34(2)(b)(ii) on the basis that it is contrary to the public policy of Singapore. I also allow SUM 5567 and strike out the evidence of Dr [Y]." — Per Vivian Ramsey IJ, Para 79

That outcome is the practical endpoint of the judgment: the award stood, the public policy challenge failed, and the court reaffirmed the limited role of the seat court in reviewing arbitral awards. (Para 79, Para 23, Para 36)

Additional Verbatim Passages on the Court’s Reasoning

"This case concerns an application by the plaintiffs, CHY and CHZ, to set aside the Final Award dated 19 June 2020 (the “Award”) made in an arbitration under the auspices of the International Chamber of Commerce (the “ICC”) (the “Arbitration”), pursuant to Art 34(2)(b)(ii) of the UNCITRAL Model Law on International Commercial Arbitration (“Model Law”), as incorporated under s 3 of the International Arbitration Act (Cap 143A, 2002 Rev Ed) (“IAA”) on the ground that the Award is in conflict with the public policy of Singapore." — Per Vivian Ramsey IJ, Para 1

"The plaintiffs also seek to challenge the Award on the basis that, in arriving at its award of damages, the Tribunal ignored the requirement of proof of loss for the grant of damages under s 73 of the Indian Contract Act, which deals with compensation for loss or damage caused by breach of contract." — Per Vivian Ramsey IJ, Para 66

"The arbitrator in the minority provided a dissenting opinion dated 19 June 2020 in which he found that the Put Option was invalid and unenforceable under regulations made under India’s Foreign Exchange Management Act 1999 (“FEMA”)." — Per Vivian Ramsey IJ, Para 14

"In support of this application, the plaintiffs provided an affidavit from Dr [Y] dated 8 October 2020 in which he set out his opinion that the Award required the plaintiffs to enter into a transaction which is illegal under Indian law." — Per Vivian Ramsey IJ, Para 77

"There is no palpable and indisputable illegality in this case." — Per Vivian Ramsey IJ, Para 74

"In the Award, the Tribunal referred to both Cruz City and Docomo." — Per Vivian Ramsey IJ, Para 60

"Those consequences, as set out in [195], were that CIA was entitled to the value of the bargain which was the Put Price, being INR1,140,190,000." — Per Vivian Ramsey IJ, Para 50

"By 30 June 2012, CHZ’s shares had not been listed on the BSE or the NSE and no public offer had been made for the sale of CHZ’s shares on the said exchanges." — Per Vivian Ramsey IJ, Para 11

"In or around 2010, CIA agreed to invest in CHZ and CHY. CHZ, CHY and CIA (the “Parties”) entered into a number of agreements pursuant to which CIA acquired a total of 1,340,000 shares in CHZ (approximately 14.91% of CHZ’s shared capital) by 12 March 2010 (the “Transaction Documents”)." — Per Vivian Ramsey IJ, Para 5

"The Tribunal then made orders requiring that the plaintiffs pay damages to CIA in the amount of the Put Price, and that upon receipt of the Put Price, CIA was to transfer its shares in CHZ to CHY or a party specified by CHY." — Per Vivian Ramsey IJ, Para 14

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN
• View in judgment: "In the Award, the Tribunal referred..."
• View in judgment: "There is no palpable and indisputable..."

This article analyses [2022] SGHCI 3 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.