## Facts

- Sanum Investments Limited, a gaming-related company, entered into multiple related agreements with Laotian counterparties (ST Group Co Ltd, ST Vegas Co Ltd, ST Vegas Enterprise Ltd, and an individual principal) concerning slot club and gaming operations in Laos.
- The parties’ contracts contained multi-tier dispute resolution clauses requiring negotiation and local processes, followed by arbitration.
- The Master Agreement governing the Thanaleng Slot Club provided that unresolved disputes would be mediated and, if necessary, arbitrated using an internationally recognized mediation/arbitration company in Macau.
- A related Participation Agreement for other slot clubs provided for SIAC arbitration in Singapore under SIAC rules with a three-member tribunal.
- Disputes arose over performance obligations, including the timing and consequences of the contemplated turnover of the Thanaleng Slot Club.
- Sanum commenced SIAC arbitration in Singapore against the Laotian parties; the respondents objected to jurisdiction and seat, asserting that arbitration for the Thanaleng dispute was contractually required to be seated in Macau, and they did not participate further.
- The SIAC tribunal proceeded and issued a final award in Sanum’s favor for over USD 200 million plus interest and costs.
- Sanum obtained leave in Singapore to enforce the award under the International Arbitration Act; the respondents applied to set aside the enforcement leave.
- The High Court affirmed enforcement against ST Group, ST Vegas, and the individual principal, but set aside enforcement against ST Vegas Enterprise, treating the “wrong seat” issue as a procedural irregularity requiring proof of prejudice.
- Both sides appealed.

## Issues

1. Whether the parties’ agreements, properly construed, required the arbitration of the Thanaleng dispute to be seated in Macau rather than Singapore.
2. Whether an award rendered in an arbitration seated in a place not chosen by the parties may be recognized and enforced in Singapore absent waiver, and whether the resisting party must show actual prejudice from the wrong seat.
3. How to determine which dispute resolution clause governed where multiple related agreements contained different arbitration clauses.

## Decision

- The Court of Appeal allowed the respondents’ appeal and dismissed Sanum’s cross-appeal.
- The court set aside the order granting leave to enforce the award in Singapore, refusing enforcement in its entirety.
- The court held that the arbitration was wrongly seated in Singapore because the governing agreement for the dispute selected Macau as the seat.
- The court held that, absent waiver, an award made in a seat not chosen by the parties would not be recognized or enforced.
- The court rejected any requirement that the resisting party prove actual prejudice arising from the wrong seat.

## Legal Principles

- Party autonomy includes the right to choose the arbitral seat; the seat determines the juridical framework and supervisory court, and forms part of the parties’ bargain.
- Where the parties have agreed on a seat, conducting the arbitration in a different seat without waiver or subsequent agreement is a fundamental departure from the arbitration agreement that justifies refusal of enforcement.
- For enforcement under the New York Convention framework as implemented domestically, noncompliance with the parties’ arbitration agreement—including the agreed seat—may support refusal of recognition and enforcement.
- A resisting party need not demonstrate actual prejudice to resist enforcement when the defect consists of the arbitration being seated in a forum not agreed by the parties.
- Where multiple related contracts contain differing dispute resolution clauses, the court will construe them contextually to identify which clause governs the dispute that was actually arbitrated.

## Conclusion

The Court of Appeal refused enforcement of a Singapore-seated arbitral award because the parties’ governing agreement for the dispute selected Macau as the arbitral seat, and it held that an award from a wrongly seated arbitration is unenforceable absent waiver, without any need for the resisting party to prove prejudice.


ST Group Co. v. Sanum Invs. Ltd., [2019] SGCA 65 (Sing. Ct. App. 2019)