An arbitral award cannot be set aside for errors of law or fact unless it transgresses the scope of the arbitration agreement or breaches public policy.

JUDGMENT

Liza Chan Sow Keng JC:

Introduction

[1] This Originating Summons ("OS") was filed by the Plaintiff against the Defendant to set aside a majority arbitral award dated 28 February 2020 ("Majority Award").

[2] After having read the cause papers, considered the submissions of the parties and heard their oral arguments, I dismissed the OS with costs on 11 February 2022. This judgment contains the full reasons for my decision.

Background Facts

[3] The background facts are culled from the cause papers and submissions of the parties.

[4] The Plaintiff, Defendant, Tata Petrodyne Limited ("TPL"), and Oil & Natural Gas Corporation Limited ("ONGC") (collectively, "the Parties") were parties to a Joint Operating Agreement dated 5 December 1995. The JOA was subsequently modified by an Addendum Agreement dated 19 April 1999 ("JOA").

[5] The JOA was an agreement entered into pursuant to the express requirements of a Production Sharing Contract dated 31 December 1994 ("PSC") between the same parties, and the Government of India.

[6] Pursuant to the PSC, the Government of India as owner of the petroleum resources in the Cauvery Basin, offshore India, specifically identified as Block CY-OS-90/1 ("Contract Area") granted permission to the Parties to conduct "petroleum operations" in the Contract Area, with ONGC being the petroleum exploration license holder.

[7] The Parties collectively constituted the "Contractor" in the PSC. Under the JOA (and the PSC), the Defendant in its capacity as Operator for petroleum operations was responsible for the performance of the operating functions of the "Contractor". The JOA regulates the rights and responsibilities of the Parties including the expenditure incurred by the Defendant (in its capacity as the Operator) towards operations conducted in the Contract Area which is required to be shared by the Parties in proportion to their respective 'Participating Interests' in the JOA.

[8] The Contract Area was shut down in 2011. The Defendant claimed expenses were incurred and continued to be incurred by it in the performance of its obligations under the PSC and the JOA and therefore, ONGC, the Plaintiff and TPL were bound under the JOA to pay their respective shares towards such expenses, in accordance with their Participating Interests. A dispute arose with respect to the parties' liability for such expenses.

[9] Article 18.1 provided that the JOA is governed by Indian law. The arbitration agreement in art 17.12 is stated to be governed by English law. The arbitration clause in art 17.12 provided that the venue of arbitration was to be Kuala Lumpur, Malaysia.

[10] The parties' disputes were submitted to arbitration by a Tribunal comprising three arbitrators - the late Mr Vinayak Pradhan nominated by the Defendant, Justice GS Singhvi (Rtd) from India was nominated by ONGC, the Plaintiff and TPL. Professor Lawrence Boo from Singapore was appointed as the third and presiding arbitrator by Justice GS Singhvi (Rtd) and the late Mr Vinayak Pradhan ("Tribunal").

[11] A Memorandum of Issues dated 2 April 2018 comprising 22 issues was settled by the Tribunal.

[12] The majority of the Tribunal, comprising Professor Lawrence Boo and the late Mr Vinayak Pradhan issued the Majority Award and found amounts due to the Defendant and separately directed that the parties undertake a reconciliation of certain cash contributions and expenditures. The Tribunal reserved for itself the jurisdiction to consider any ancillary matter arising out of or following the account reconciliation and make a further award if it deemed necessary. This is referred to in the OS as the 'reconciliation of the "Joint Account".

[13] The dissenting Award by Justice GS Singhvi (Rtd) however dismissed the claim on the basis of time bar; and that the Defendant was guilty of "Gross Negligence" and "Willful Misconduct" which disentitled it further from claiming an indemnity under art 4.10(ii) of the JOA.

[14] The Plaintiff, dissatisfied with the Majority Award then fil