CMJ & Anor v CML & Anor

"I do not consider that what the Tribunal did falls out with the range of what a reasonable and fair-minded tribunal might have done in the circumstances of this case. There was therefore no breach of natural justice in the Tribunal’s refusal to admit BT2." — Per Simon Thorley IJ, Para 65

Case Information

• Citation: [2021] SGHC(I) 20 (Para 1-2)
• Court: Singapore International Commercial Court (Para 1-2)
• Date: Hearing on 1 and 2 November 2021; judgment reserved on 30 December 2021 (Para 1-2)
• Coram: Simon Thorley IJ (Para 1-2)
• Counsel for CMJ: Mr Giam Chin Toon SC (“Mr Giam SC”) (Para 1-2)
• Counsel for CML: Mr Cavinder Bull SC (“Mr Bull SC”) (Para 1-2)
• Case Number: Originating Summons No 8 of 2021 (Para 1-2)
• Area of Law: Arbitration; setting aside of an arbitral award on natural justice grounds (Para 1-2, Para 6)
• Judgment Length: The extracted material does not state the full page count or word count, and that is not answerable from the extraction (NOT ANSWERABLE)

Summary

This was an application to set aside a SIAC award arising out of a petroleum contract dispute concerning offshore fields, with the arbitration seated in Singapore and governed by PRC substantive law and the UNCITRAL Rules. CMJ challenged the award on the basis that it had been denied a fair opportunity to present its case, principally because the Tribunal refused to admit BT2, handled PRC law expert evidence unfairly, and allegedly failed to address an independent duty to drill for additional gas. The court rejected all three grounds and dismissed the application. (Para 3, Para 5, Para 6)

The court’s approach was anchored in the familiar Singapore law on natural justice in arbitration: the applicant had to show not merely a procedural complaint, but a breach that caused real prejudice, and the court had to ask whether the Tribunal’s conduct fell within the range of what a reasonable and fair-minded tribunal might do. Applying that standard, the court held that the Tribunal’s refusal to admit BT2 was fair in context, that the handling of the PRC law materials was reasonable, and that the Tribunal had in fact considered CMJ’s alternative case on the additional gas issue. (Para 51, Para 53, Para 54, Para 65, Para 91, Para 80)

In the end, the court concluded that there was no breach of natural justice in connection with the making of the award, and therefore no basis to set it aside under the Model Law or section 24 of the International Arbitration Act. The judgment is a strong illustration of Singapore’s restrained supervisory approach to arbitral awards and the high threshold a losing party must meet when alleging that a tribunal failed to give it a fair hearing. (Para 50, Para 93, Para 51)

What Was the Arbitration About and How Did the Dispute Reach the Court?

The dispute arose from a petroleum contract entered into on 24 March 2005 to explore, develop and produce oil and gas resources at certain offshore fields. The arbitration was commenced on 6 June 2016, seated in Singapore, administered by SIAC, and conducted under the UNCITRAL Rules of 1976, with PRC law as the substantive law. By the Award dated 11 June 2020, the Tribunal dismissed all of CMJ’s claims, upheld CML’s counterclaim to a limited extent, and awarded damages for those breaches. (Para 7, Para 3, Para 5)

"The Arbitration arose from a dispute between the parties in relation to a petroleum contract entered into on 24 March 2005 to explore, develop and produce oil and gas resources at certain offshore fields." — Per Simon Thorley IJ, Para 7

The court’s task was not to rehear the merits of the petroleum dispute, but to decide whether the award should be set aside for alleged breaches of natural justice. CMJ’s case was that it had not been given a fair opportunity to present its case and that the Tribunal had failed to apply its mind to important aspects of its submissions. The court therefore focused on the procedural history, the Tribunal’s rulings, and the relationship between the parties’ written and oral cases. (Para 6, Para 42, Para 47)

"CMJ seek to set aside the Award on the ground that there were breaches of natural justice in that they were not given a fair opportunity to present their case and that the Tribunal failed to apply its mind to important aspects of their submissions in the Arbitration." — Per Simon Thorley IJ, Para 6

That framing is important because it explains why the judgment is structured around three alleged procedural failures rather than a substantive re-evaluation of the petroleum contract. The court repeatedly returned to the question whether the Tribunal’s conduct was fair and reasonable in the circumstances, and whether any alleged defect caused real prejudice. (Para 53, Para 54, Para 64, Para 91)

What Were CMJ’s Three Natural Justice Complaints?

The court identified three grounds advanced by CMJ. First, CMJ said it was denied a full opportunity to present its case because the Tribunal refused to admit BT2, a witness statement said to respond to new factual issues raised in CML’s Rejoinder. Second, CMJ complained that the Tribunal’s handling of the joint expert report process on PRC law unfairly prevented CMJ’s expert from stating reasons and areas of disagreement. Third, CMJ argued that the Tribunal failed to give adequate reasons on the existence, scope, and nature of CML’s alleged duty to drill for additional gas. (Para 42)

"[CMJ] were denied of a full opportunity to present their case from the Tribunal’s failure to allow [CMJ] to admit two witness statements to respond to new factual issues raised for the first time in [CML’s] Rejoinder, which resulted in real prejudice to [CMJ]; The Tribunal denied [CMJ’s] expert the chance to state his reasons and areas of disagreement in the [JER] by ordering, among other things, that the parties’ experts must agree on the list of areas of non-agreement, failing which the Tribunal will not accept any report on the areas of non-agreement. This resulted in [CMJ] being denied of a full opportunity of responding to [CML’s] case; and The Tribunal, in failing to give adequate reasons as required under Article 31(2) of the Model Law, failed to apply its mind to important aspects of [CMJ’s] submissions on the issue of the existence, scope and nature of [CML’s] duty to drill for additional gas." — Per Simon Thorley IJ, Para 42

Those complaints were not treated as abstract legal propositions. The court examined the procedural orders, the correspondence, the Tribunal’s rulings, and the Award itself to determine whether the Tribunal had acted outside the bounds of fairness. The judgment shows that the court’s analysis was highly contextual: it asked what the Tribunal was faced with, what options were available, and whether the chosen procedure was one that a reasonable and fair-minded tribunal might adopt. (Para 64, Para 65, Para 91)

In practical terms, CMJ’s case was that the Tribunal should have allowed more evidence, more explanation, and more express reasoning. The court’s answer was that arbitration does not require a tribunal to accept every late evidential request or to address every argument in exhaustive detail, so long as the essential issues are considered and the process remains fair. (Para 75, Para 76, Para 91)

Why Did the Tribunal Refuse to Admit BT2, and Why Did the Court Uphold That Decision?

BT2 was central to CMJ’s first complaint. CMJ said the witness statement was needed to answer new factual matters raised in CML’s Rejoinder. The Tribunal, however, found that BT2 and its exhibits substantially expanded the issues beyond those already exchanged in the written submissions. The court accepted that the Tribunal was dealing with a difficult procedural situation involving late evidence and competing fairness concerns. (Para 20, Para 64)

"With regard to [BT2], the Tribunal finds that this new witness statement and the exhibits cited therein substantially expand the issues from those set out in the written submissions already exchanged." — Per Simon Thorley IJ, Para 20

The court emphasised that the Tribunal was “placed in a not unfamiliar but nonetheless invidious position” when dealing with late applications to adduce evidence. Refusing the evidence could risk injustice to the applicant, but admitting it could also prejudice the other side by forcing it to confront new material at a late stage. The court treated this as a classic case of procedural discretion, not a denial of natural justice. (Para 64)

"The Tribunal was placed in a not unfamiliar but nonetheless invidious position of having to deal with late applications to adduce evidence. On the one hand, a refusal to admit the evidence could lead to an injustice, but to admit it could also lead to an injustice to the other party in having to grapple with the new evidence as well as preparing for the hearing." — Per Simon Thorley IJ, Para 64

Crucially, the Tribunal did not simply shut CMJ out. The court noted that the Tribunal allowed oral evidence-in-chief, which mitigated any prejudice from the refusal to admit BT2 in written form. The court also concluded that, even if BT2 had been admitted, it would not have changed the outcome. That finding mattered because a setting-aside application requires more than a technical complaint; it requires a breach that had a real chance of affecting the deliberations. (Para 65, Para 53)

"I do not consider that what the Tribunal did falls out with the range of what a reasonable and fair-minded tribunal might have done in the circumstances of this case. There was therefore no breach of natural justice in the Tribunal’s refusal to admit BT2." — Per Simon Thorley IJ, Para 65

The court’s reasoning therefore proceeded in two steps. First, it asked whether the Tribunal’s procedural choice was one a fair-minded tribunal could make in the circumstances. Second, it asked whether the alleged breach caused real prejudice. CMJ failed on both. The Tribunal’s refusal was within the permissible range of case management decisions, and BT2 was not shown to have had a real chance of making a difference. (Para 54, Para 53, Para 65)

How Did the Court Apply the Natural Justice Test to the BT2 Complaint?

The court set out the governing principles by reference to established Singapore authority. It noted that the real inquiry is whether the breach was merely technical and inconsequential or whether the arbitrator was denied the benefit of arguments or evidence that had a real, as opposed to fanciful, chance of making a difference. It also adopted the broader “reasonable and fair-minded tribunal” standard, asking whether the Tribunal’s conduct fell within the range of what such a tribunal might do. (Para 51, Para 53, Para 54)

"the real inquiry is whether the breach of natural justice was merely technical and inconsequential or whether as a result of the breach, the arbitrator was denied the benefit of arguments or evidence that had a real as opposed to a fanciful chance of making a difference to his deliberations." — Per Simon Thorley IJ, Para 53

"the overarching inquiry is whether the proceedings were conducted in a manner which was fair, and the proper approach a court should take is to ask itself if what the tribunal did (or decided not to do) falls within the range of what a reasonable and fair-minded tribunal in those circumstances might have done." — Per Simon Thorley IJ, Para 54

Applying that test, the court did not treat the refusal of BT2 as an isolated procedural misstep. It considered the timing of the application, the fact that the Tribunal was already managing a structured written and oral process, and the risk of unfairness to CML if new evidence were introduced late. The court’s conclusion was that the Tribunal’s response was measured and fair, not arbitrary or exclusionary. (Para 64, Para 65)

The court also rejected the suggestion that the Tribunal’s refusal to admit BT2 meant CMJ was denied a fair opportunity to present its case. The judgment indicates that the Tribunal allowed oral evidence-in-chief, which helped preserve the fairness of the hearing even though the written statement itself was excluded. The court therefore treated the complaint as one about the Tribunal’s case management choice, not a breach of the core right to be heard. (Para 65)

What Was the PRC Law Issue, and Why Did CMJ Say the Tribunal Was Unfair?

The second complaint concerned the handling of PRC law expert evidence. The Tribunal had to manage a joint expert report process, and CMJ argued that its expert was denied the chance to state reasons and areas of disagreement because the Tribunal required the parties’ experts to agree on the list of areas of non-agreement, failing which it would not accept any report on those areas. CMJ said this unfairly limited its ability to respond to CML’s case. (Para 42)

"The Tribunal denied [CMJ’s] expert the chance to state his reasons and areas of disagreement in the [JER] by ordering, among other things, that the parties’ experts must agree on the list of areas of non-agreement, failing which the Tribunal will not accept any report on the areas of non-agreement." — Per Simon Thorley IJ, Para 42

The court’s analysis began with the procedural context. CML’s PRC law expert report was only submitted with the Rejoinder, which meant CMJ was confronted with substantive PRC law materials at a relatively late stage. The Tribunal accepted that the PRC law materials should be admitted because of that timing. The court then examined how the Tribunal sought to balance fairness to both sides by allowing additional authorities, extra oral time, and hearing time. (Para 34, Para 91)

"The Tribunal agrees with [CMJ] that the PRC Law Materials should be admitted considering that [CML’s] PRC law expert’s (Prof. Liu’s) report on the substantive PRC legal issues was only submitted with the Rejoinder." — Per Simon Thorley IJ, Para 34

On the court’s analysis, the Tribunal did not shut down CMJ’s response. Instead, it adopted a procedure that allowed the late material to be addressed in a way that preserved fairness and efficiency. The court held that this was fair and reasonable in the circumstances. The key point was not whether CMJ would have preferred a different process, but whether the process adopted deprived CMJ of a full opportunity to present its case. The court answered that question in the negative. (Para 91)

"On this basis, I conclude that the Tribunal did act in a way that was both fair and reasonable in the circumstances of this case." — Per Simon Thorley IJ, Para 91

The court’s treatment of this issue is significant because it shows that fairness in arbitration is not synonymous with allowing every procedural request. Where late expert material is introduced, a tribunal may respond by adjusting the hearing process, provided the parties remain on an equal footing and each has a meaningful chance to address the material. That is exactly what the court found happened here. (Para 49, Para 54, Para 91)

How Did the Court Deal with the Alleged Failure to Address the Additional Gas Issue?

The third complaint was that the Tribunal failed to give adequate reasons on CMJ’s case that CML had an independent duty to drill for additional gas. CMJ said this duty arose under the 15 July 2011 Letter and that the Tribunal had not properly addressed the existence, scope, and nature of that duty. The court rejected that submission after reading the relevant Award paragraphs as a whole. (Para 42, Para 74, Para 80)

"It is [CMJ’s] case that, based on the representations made in [the 15 July 2011 Letter], [CML] had an independent duty to drill for Additional Gas if a shortfall arose." — Per Simon Thorley IJ, Para 74

The court observed that CMJ’s case on additional gas was not confined to a single legal route. CMJ had advanced both a reasonable-prudent-operator case and, alternatively, a case based on duties arising from the 15 July 2011 Letter. The court held that the Tribunal had both routes in mind. Reading the Award paragraphs together, the court found it clear that the Tribunal understood the two ways in which CMJ put its case. (Para 77, Para 80)

"According to [CMJ], [CML] had the obligation to appraise and develop Additional Gas in accordance their duties as a Reasonable Prudent Operator, under the rolling development strategy, and under the 15 July 2011 Letter …" — Per Simon Thorley IJ, Para 77

"Reading these paragraphs as a whole, it is clear Tribunal had well in mind the two ways in which CMJ put their case: based on CML’s duties as a reasonable and prudent operator and, alternatively, on CML’s alleged duties arising from the 15 July 2011 Letter." — Per Simon Thorley IJ, Para 80

The court’s reasoning here is closely tied to the principle that an arbitral tribunal is not obliged to deal with every argument. What matters is whether the essential issues were addressed. The court cited authority to the effect that an award should deal, however concisely, with all essential issues, but need not address every subsidiary point. On that basis, the court concluded that the Tribunal had not failed to apply its mind to an important pleaded issue. (Para 75, Para 76, Para 80)

What Standard Did the Court Apply When Deciding Whether the Tribunal Had to Address Every Argument?

The judgment makes clear that the court did not require the Tribunal to write a treatise on every submission. Instead, it relied on established authority that an arbitral tribunal is not obliged to deal with every argument, only the essential issues. The court quoted the proposition that it is neither practical nor realistic to require otherwise, and that an award should deal, however concisely, with all essential issues. (Para 75)

"An arbitral tribunal is not obliged to deal with every argument. It is neither practical nor realistic to require otherwise." — Per Simon Thorley IJ, Para 75

"Nor is it incumbent on arbitrators to deal with every argument on every point raised. But an award should deal, however concisely, with all essential issues." — Per Simon Thorley IJ, Para 75

The court then referred to the principle that a failure to consider an important pleaded issue can amount to a breach of natural justice, but only where the inference is clear and virtually inescapable. Poor reasoning, or a failure to spell out every step, is not enough. The court therefore asked whether the Award, read as a whole, showed that the Tribunal had actually considered the alternative legal basis advanced by CMJ. (Para 76)

"To fail to consider an important issue that has been pleaded in an arbitration is a breach of natural justice because in such a case, the arbitrator would not have brought his mind to bear on an important aspect of the dispute before him." — Per Simon Thorley IJ, Para 76

On that analysis, the court found that the Tribunal had indeed brought its mind to bear on the issue. The Award’s treatment of the additional gas dispute was sufficient because it reflected awareness of both the reasonable-prudent-operator case and the alternative contractual case based on the 15 July 2011 Letter. The court therefore rejected the argument that the Tribunal had ignored an essential issue. (Para 80, Para 93)

What Legal Framework Did the Court Apply to the Setting-Aside Application?

The court identified the relevant statutory framework as the International Arbitration Act and the UNCITRAL Model Law. It referred specifically to Article 34(2)(a)(ii) and (iv), which concern inability to present one’s case and procedural non-compliance with party agreement, as well as Article 18, which requires equality of treatment and a full opportunity to present one’s case. It also referred to section 24 of the International Arbitration Act, which permits setting aside for a breach of natural justice. (Para 47, Para 48, Para 49, Para 50)

"Article 34(2)(a)(ii) and/or (iv), which read: (ii) the party making the application was not given proper notice of the appointment of the arbitrator or was otherwise unable to present his case; or … (iv) the composition of the arbitral tribunal or the arbitral procedure was not in accordance with the agreement of the parties ..." — Per Simon Thorley IJ, Para 48

"the parties shall be treated with equality and each party shall be given a full opportunity of presenting his case" — Per Simon Thorley IJ, Para 49

"Notwithstanding Article 34(1) of the Model Law, the General Division of the High Court may, in addition to the grounds set out in Article 34(2) of the Model Law, set aside the award of the arbitral tribunal if — (a) the making of the award was induced or affected by fraud or corruption; or (b) a breach of the rules of natural justice occurred in connection with the making of the award by which the rights of any party have been prejudiced." — Per Simon Thorley IJ, Para 50

The court also noted that the Model Law applies through the First Schedule to the International Arbitration Act. That statutory setting matters because it frames the court’s role as supervisory rather than appellate. The court was not deciding whether it would have managed the arbitration differently; it was deciding whether the Tribunal’s procedure crossed the legal threshold for intervention. (Para 47, Para 51)

That threshold is deliberately high. The court expressly invoked the philosophy of minimal curial intervention and the need for a light supervisory hand. In practical terms, this means that a party seeking to set aside an award must show more than dissatisfaction with the tribunal’s procedural choices; it must show a legally significant breach that caused prejudice. (Para 51, Para 53, Para 54)

Which Authorities Did the Court Rely On, and What Propositions Did They Support?

The court relied on a line of Singapore arbitration authorities to articulate the governing principles. Soh Beng Tee was cited for the general principles on setting aside for breach of natural justice, including the need for minimal curial intervention. LW Infrastructure was cited for the “real as opposed to fanciful chance” prejudice test. China Machine was cited as the leading modern statement of the fairness inquiry and the “reasonable and fair-minded tribunal” standard. (Para 51, Para 53, Para 54)

"The general principles for setting aside an award on the basis of a breach of natural justice were summarised by the Court of Appeal in Soh Beng Tee & Co Pte Ltd v Fairmount Development Pte Ltd [2007] 3 SLR(R) 86 (“Soh Beng Tee”)." — Per Simon Thorley IJ, Para 51

"The Court of Appeal summarised the applicable principles on the setting aside of an arbitral award for breach of natural justice, as follows (at [104]):" — Per Simon Thorley IJ, Para 54

For the proposition that tribunals need not address every argument, the court cited TMM Division Maritima, which itself quoted Ascot Commodities and Hussman. Those authorities were used to support the conclusion that an award need only deal with essential issues, not every point raised. This was directly relevant to CMJ’s complaint about the additional gas issue. (Para 75)

"An arbitral tribunal is not obliged to deal with every argument. It is neither practical nor realistic to require otherwise." — Per Simon Thorley IJ, Para 75

"The arbitral tribunal need not deal with each point made by a party in an arbitration: Hussman (Europe) Ltd v Al Ameen Development and Trade Co [2000] 2 Lloyd’s Rep 83 … at [56]." — Per Simon Thorley IJ, Para 75

AKN and another v ALC and others and other appeals was used to reinforce the point that a failure to consider an important pleaded issue is a breach of natural justice only where the omission is truly clear. The court used that authority to reject the suggestion that the Tribunal’s reasoning had to be more elaborate than it was. (Para 76)

Why Did the Court Conclude That the Tribunal’s Procedure Was Fair and Reasonable?

The court’s conclusion was cumulative. It did not rest on one isolated procedural ruling, but on the overall fairness of the arbitration. On BT2, the Tribunal faced late evidence and chose not to admit it in written form, while still allowing oral evidence-in-chief. On the PRC law issue, the Tribunal admitted late expert materials and adjusted the hearing process to preserve fairness. On the additional gas issue, the Tribunal’s Award showed that it had understood and addressed CMJ’s alternative case. Taken together, these matters led the court to conclude that the Tribunal acted fairly and reasonably. (Para 64, Para 65, Para 91, Para 80)

"On this basis, I conclude that the Tribunal did act in a way that was both fair and reasonable in the circumstances of this case." — Per Simon Thorley IJ, Para 91

The court’s reasoning is notable for its practical realism. It recognised that arbitral tribunals often have to manage imperfect procedural situations, especially where late evidence or late expert materials are involved. The court did not require procedural perfection; it required fairness. That distinction is central to Singapore’s arbitration jurisprudence and is reflected throughout the judgment. (Para 51, Para 54, Para 64)

Equally important, the court did not accept that a party’s preferred procedural route is itself a legal entitlement. CMJ wanted more room to respond, more written material, and more explicit reasoning. The court held that the Tribunal’s chosen procedures were within the range of reasonable responses and that CMJ had not shown the kind of prejudice necessary to justify setting aside the award. (Para 53, Para 65, Para 91, Para 93)

Why Does This Case Matter?

This case matters because it reinforces the narrow scope of judicial intervention in international arbitration seated in Singapore. The court reaffirmed that a setting-aside application is not an appeal on the merits and that alleged procedural unfairness must be assessed through the lens of real prejudice and contextual fairness. Parties cannot expect a court to overturn an award merely because they would have preferred a different case-management decision. (Para 51, Para 53, Para 54)

"The judicial philosophy is of minimal curial intervention so that the court’s supervisory role should be exercised with a light hand and the arbitrators’ discretionary powers should be circumscribed only by the law and by the parties’ agreement" — Per Simon Thorley IJ, Para 51

The case is also practically important for arbitral procedure. It shows that tribunals may manage late evidence and expert materials flexibly, provided they preserve equality and a meaningful opportunity to respond. It further confirms that a tribunal does not have to address every argument in detail so long as the essential issues are dealt with. That is a useful reminder for counsel drafting submissions and for tribunals drafting awards. (Para 49, Para 75, Para 76, Para 80)

Finally, the case is a reminder that natural justice challenges are difficult to sustain where the tribunal’s conduct can be characterised as a reasonable response to procedural complexity. The court’s dismissal of the application underscores the importance of showing not only a procedural complaint, but also a material impact on the outcome or deliberative process. (Para 53, Para 65, Para 91, Para 93)

Cases Referred To

Legislation Referenced

• International Arbitration Act 1994 (Cap 143A, 2002 Rev Ed), section 24 (Para 47, Para 50)
• UNCITRAL Model Law on International Commercial Arbitration, Article 18 (Para 49)
• UNCITRAL Model Law on International Commercial Arbitration, Article 34(1) (Para 50)
• UNCITRAL Model Law on International Commercial Arbitration, Article 34(2)(a)(ii) (Para 48)
• UNCITRAL Model Law on International Commercial Arbitration, Article 34(2)(a)(iv) (Para 48)
• UNCITRAL Rules of 1976, Article 15 (Para 3, Para 15)
• PO2 procedural provisions referred to in the judgment, including paras 8.4, 8.10, 9.2(a), 9.2(b), 7.1 and 7.7 (Para 15)

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN

This article analyses [2021] SGHCI 20 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.