RELIANCE INFRASTRUCTURE LIMITED v SHANGHAI ELECTRIC GROUP CO LTD

Q: Which legislation does [2024] SGHC(I) 3 consider?

The judgment refers to Arbitration Act (Cap 10) and International Arbitration Act (Cap 143A). The statutes cited are listed in full on this page, each linking to its primary text.

[2024] SGHC(I) 3 Singapore International Commercial Court 31 January 2024 • SIC/OA 1/2023 • 64 min read

9 cases cited (7 SG, 2 foreign) Cited by 2 cases

Catchwords

Arbitration — Agreement — Separability Arbitration — Award — Recourse against award — Setting aside Arbitration — Conduct of arbitration — Waiver of objections

Practice Areas

Arbitration

Judges (3)

Anselmo Reyes Coram Philip Jeyaretnam Delivered Sir Vivian Ramsey Coram

Counsel (18)

Blackstone Chambers Firm Drew & Napier LLC Firm Fountain Court Chambers Firm Providence Law Asia LLC Firm Trilegal Firm Aayush Mitruka Counsel Defendant Asiyah binte Ahmad Arif Counsel Claimant Cavinder Bull Counsel Defendant Foo Yuet Min Counsel Defendant Harish Salve Counsel Claimant Ketan Gaur Counsel Defendant Liu Enning Counsel Claimant Ngo Wei Shing (Wu Weishen) Counsel Claimant Nicholas Emmet Graham Leslie Counsel Defendant Tan Pei Han Counsel Defendant Tan Yi Fan Counsel Defendant Tay Hong Zhi Gerald Counsel Defendant Vergis S Abraham Counsel Claimant

Parties (2)

Reliance Infrastructure Limited Claimant Shanghai Electric Group Co Ltd Defendant

Case Significance

Reliance Infrastructure Ltd v Shanghai Electric Group Co Ltd [2024] SGHC(I) 3 was a judgment of the Singapore International Commercial Court (Originating Application No 1 of 2023) delivered by Philip Jeyaretnam J on behalf of the court, sitting with Sir Vivian Ramsey IJ and Anselmo Reyes IJ, on 31 January 2024 after hearings on 11 to 12 January 2024. The claimant, Reliance Infrastructure Limited, sought to set aside an arbitral award dated 8 December 2022 that awarded damages in favour of the defendant, Shanghai Electric Group Co Ltd. The judgment framed the principal questions as whether a company waives a jurisdictional objection based on forgery of the arbitration agreement if it unsuccessfully defends the arbitration without alleging forgery, and whether it can raise such a challenge after the award if it had defended on the merits without specifically alleging the arbitration agreement was made without authority. The catchwords addressed arbitration agreement separability, recourse against an award by setting aside, and waiver of objections.

[2024] SGHC(I) 3 explained

RELIANCE INFRASTRUCTURE LIMITED v SHANGHAI ELECTRIC GROUP CO LTD ([2024] SGHC(I) 3) is a Singapore judgment decided by the Singapore International Commercial Court on 31 January 2024. It is categorised under Arbitration. Within this corpus it has since been cited by 2 other reported Singapore judgments, a measure of how often later decisions have referred to it. This page summarises what the reported decision covers and links the primary sources — the full judgment, the statutes it cites, and the other cases it engages with — so the decision can be read in context. It is reference information, not legal advice, and it does not state the outcome or any holding beyond what the official judgment records.

What is [2024] SGHC(I) 3 about?

RELIANCE INFRASTRUCTURE LIMITED v SHANGHAI ELECTRIC GROUP CO LTD ([2024] SGHC(I) 3) is a Singapore International Commercial Court decision from 2024. Its published catchwords are “Arbitration — Agreement — Separability”, “Arbitration — Award — Recourse against award — Setting aside”, and “Arbitration — Conduct of arbitration — Waiver of objections”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.

Which legislation does [2024] SGHC(I) 3 consider?

The judgment refers to Arbitration Act (Cap 10) and International Arbitration Act (Cap 143A). The statutes cited are listed in full on this page, each linking to its primary text.

How influential is [2024] SGHC(I) 3?

Within this corpus, [2024] SGHC(I) 3 has been cited by 2 later reported Singapore judgments. That count reflects references from other decisions held in this corpus only and is a conservative lower bound on how often the case has actually been cited.

Summary

SUPREME COURT OF SINGAPORE

31 January 2024

Case summary

Reliance Infrastructure Limited v Shanghai Electric Group Co Ltd [2024] SGHC(I) [3]

Singapore International Commercial Court Originating Application No 1 of 2023

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Decision of Philip Jeyaretnam J, Anselmo Reyes IJ and Sir Vivian Ramsey IJ (delivered by Justice Jeyaretnam):

Outcome: SICC dismissed Reliance Infrastructure Limited’s application to set aside an SIAC arbitral award which had awarded damages in favour of Shanghai Electric Group Co Ltd

Background

1 The claimant (“Reliance Infrastructure”) sought to set aside an SIAC arbitral award dated 8 December 2022 (“the Award”) which had awarded damages to the defendant (“Shanghai Electric”). The Tribunal’s putative jurisdiction over the Parties’ dispute was based on an arbitration clause found in a purported letter dated 26 June 2008 (“the Guarantee Letter”), in which Reliance Infrastructure had allegedly guaranteed the obligations of a related company owed to Shanghai Electric under a separate contract.

2 In its Originating Application, Reliance Infrastructure sought to set aside the Award on the grounds that the Tribunal lacked jurisdiction over the dispute, that the Award was affected by Shanghai Electric’s fraud, and being affected by such fraud, it was contrary to Singapore’s public policy.

3 Reliance Infrastructure made two arguments in support of the above grounds – (1) it alleged that Shanghai Electric had forged the signature of its former officer (“Mr Agrawal”) on the Guarantee Letter; and (2) that Mr Agrawal had no authority to make agreements on its behalf.

The material facts

4 The Parties were involved in a construction project for a power plant in Sasan Village, India (“the Sasan Project”). On 26 June 2008, an English company related to Reliance Infrastructure – Reliance Infra Projects (UK) Limited (“Reliance (UK)”) – entered into a contract for Shanghai Electric to supply equipment and services for the Sasan Project (“the Supply Contract”).

5 The validity of the Supply Contract was not in dispute between the Parties. What was disputed was whether the Guarantee Letter had also been executed on that same day. On Shanghai Electric’s case, Mr Agrawal signed the Guarantee Letter on Reliance Infrastructure’s behalf, guaranteeing Reliance (UK)’s obligations to Shanghai Electric under the Supply Contract and agreeing to submit disputes in the Guarantee Letter to SIAC arbitration. Reliance Infrastructure denied this, claiming that Mr Agrawal’s signature was forged and, alternatively, that he lacked authority to make that agreement on its behalf.

6 Shanghai Electric then commenced an SIAC arbitration against Reliance Infrastructure, claiming that Reliance (UK) failed to make progress payments owed to it under the Supply Contract, and seeking to enforce Reliance Infrastructure’s guarantee thereof.

7 In the SIAC arbitration, Reliance Infrastructure denied the existence of the Guarantee Letter and contested Mr Agrawal’s authority to sign it. However, it never objected to the Tribunal’s jurisdiction. It never put in issue that Mr Agrawal’s signature had been forged nor that he lacked authority to make an arbitration agreement (as distinguished from his authority to make the Guarantee Letter).

8 After Reliance Infrastructure filed its setting–aside application, it raised for the first time its allegation of forgery. It adduced fresh evidence in support of that allegation, in the form of Mr Agrawal’s evidence that he never signed the Guarantee Letter, and the report of a handwriting expert to that effect. It also raised an objection to the Tribunal’s jurisdiction based on Mr Agrawal’s lack of authority to make agreements on its behalf.

The Court’s judgment

9 In the circumstances, the Court found that Reliance Infrastructure had waived its rights to pursue these challenges against the Award (at [82] and [95]). On its own case, it allegedly could find no contemporaneous documentation corroborating the existence of the Guarantee Letter in its internal records near the outset of the arbitration (at [69]).

10 Despite this, Reliance Infrastructure never asked Mr Agrawal if he had signed the Guarantee Letter or not throughout the arbitration (at [74] and [75]). Moreover, it never engaged an expert to examine the authenticity of his signature when it could have done so (at [76]).

11 Thus, the Court found that Reliance Infrastructure had adequate knowledge of the necessary facts to pursue its forgery allegation when it could find no proof of the Guarantee Letter in its company records or, alternatively, when it sent an email to the Tribunal on 4 February 2022, showing that it subjectively believed that the Guarantee Letter had been forged (at [68], [76] and [80]). By failing to take steps to pursue its forgery allegation before the Tribunal without good reason, it waived its right to raise the same challenge against the Award before the Court (at [81] and [82]).

12 The Court also found that Reliance Infrastructure could have raised Mr Agrawal’s lack of authority to make an arbitration agreement on its behalf as an objection to the Tribunal’s jurisdiction during the SIAC arbitration (at [83]). Therefore, its failure to do so constituted a waiver of its right to challenge the Award on that ground (at [95]).

13 It was not enough for Reliance Infrastructure to challenge Mr Agrawal’s authority to make the Guarantee Letter during the arbitration, since an agreement to arbitrate is a separate and distinct agreement from the main contract which contains it (at [85], [86] and [92]). Hence, challenging Mr Agrawal’s authority to sign the Guarantee Letter was not the same as challenging his authority to make the arbitration agreement therein (at [87] and [94]).

14 Thus, the Court found that Reliance Infrastructure had waived its rights to challenge the Award on the grounds that the Guarantee Letter was forged and that Mr Agrawal lacked authority to make an arbitration agreement on its behalf (at [141]).

15 In any event, the Court held that Reliance Infrastructure’s allegations were without merit and it would have dismissed them even if they had not been waived (at [96] and [142]). The evidence showed that Mr Agrawal had signed the Guarantee Letter (at [97], [107] and [123]) and that Reliance Infrastructure had ‘held him out’ as having the apparent authority to make arbitration agreements with Shanghai Electric on its behalf (at [134], [137] and [140]).

16 For these reasons, the Court dismissed Reliance Infrastructure’s application to set aside the Award (at [143]).

This summary is provided to assist in the understanding of the Court’s judgment. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s judgment.

What questions did Reliance Infrastructure v Shanghai Electric [2024] SGHC(I) 3 consider?

The Singapore International Commercial Court considered whether a company waives a jurisdictional objection based on forgery of an arbitration agreement by defending the arbitration without alleging forgery, and whether it can later challenge the award after defending on the merits without alleging lack of authority.

Who decided Reliance Infrastructure v Shanghai Electric and what award was challenged?

Philip Jeyaretnam J delivered the judgment of the court, sitting with Sir Vivian Ramsey IJ and Anselmo Reyes IJ. The claimant sought to set aside an arbitral award dated 8 December 2022 that awarded damages to the defendant, Shanghai Electric Group Co Ltd.

What arbitration topics did [2024] SGHC(I) 3 address?

The catchwords addressed three arbitration topics: separability of the arbitration agreement, recourse against the award by setting aside, and waiver of objections in the conduct of the arbitration, in a challenge involving alleged forgery of the arbitration agreement.