Singapore High Court Upholds Arbitral Award: No Breach of Natural Justice, No Excess of Jurisdiction

In WRP Asia Pacific v Grant Thornton [2025] SGHC 198, the Singapore High Court dismissed an application by WRP Asia Pacific (“WRP”) to set aside an arbitral award made in favor of Grant Thornton Singapore (“Grant Thornton”). The dispute arose from WRP’s refusal to pay invoices for auditing and advisory services performed under a project divided into phases — Phase 1A, Phase 1B, and potentially later phases.

A key issue in the arbitration was whether WRP was liable to pay Grant Thornton for work performed under Phases 1B and 3. WRP denied any liability, contending that Grant Thornton had not been expressly instructed to begin work on Phases 1B and 3. According to WRP, the services performed fell within Phase 1A, which was subject to a fee cap, and in any event, under Clause 9.5 of the engagement letter, Grant Thornton was required to notify WRP and obtain its approval with fee estimates before undertaking any work beyond Phase 1A — which it had not done.

In its final award, the tribunal found that WRP had indeed instructed Grant Thornton to carry out work that was outside the scope of Phase 1A. It interpreted Clause 9.5 narrowly, holding that it only applies to additional work that was required for Phase 1A, and therefore WRP could not rely on it to avoid liability for other phases.

WRP sought to set aside this award on two grounds: breach of natural justice under section 24(b) of the International Arbitration Act and excess of jurisdiction.

On the natural justice ground, WRP argued that the tribunal’s narrow interpretation of Clause 9.5 was unexpected, thereby depriving WRP of an opportunity to respond. The Court rejected this, holding that the tribunal’s reasoning was within the parties’ submissions. Tribunals may draw reasonable inferences and reach conclusions not expressly argued by either party, so long as there is no “dramatic departure” from the issues presented. Since disputes over the meaning of a contractual clause naturally entail its interpretation, the tribunal was not required to seek further input before adopting its view. Accordingly, its reasoning on Clause 9.5 was within the scope of the arbitration and procedurally fair.

The Court also rejected WRP’s claim that the tribunal had acted in excess of jurisdiction by determining the applicability of Clause 9.5 to Phase 1B. The Court clarified that a tribunal only exceeds its jurisdiction if it decides matters beyond the scope of the parties’ submissions. Considering the pleadings, evidence, and closing submissions, the Court found that WRP itself had raised the issue of the applicability of Clause 9.5. The tribunal’s interpretation was therefore within the scope of the arbitration and closely linked to the broader question of whether Grant Thornton could charge for additional work.

The application was accordingly dismissed. The decision reaffirms Singapore’s strict approach to setting aside arbitral awards: mere dissatisfaction with the tribunal’s reasoning or outcome does not constitute a breach of natural justice, and courts will intervene only where clear procedural unfairness or manifest injustice is shown.