A non-signatory to an arbitration agreement cannot have a foreign arbitration award registered against them if the mandatory requirements of registration are not met.

[1] The appellant's (defendant's) appeal in respect of registration of foreign arbitration award came up for hearing on 28 April 2014 and upon hearing submissions, we reserved judgment to 26 June 2014. My learned brothers Abdul Wahab Patail JCA and Azahar Mohamed JCA have read the draft judgment. This is our judgment.

Brief Facts

[2] The respondent (plaintiff) had obtained a final award in its favour from the International Court of Arbitration in Paris under the Rules of the International Chamber of Commerce. It is not in dispute that the defendant is not a party to the agreement but the arbitration tribunal had considered the issue and based on the documents had ruled that the defendant is liable notwithstanding the defendant did not participate in the arbitration hearing.

[3] The learned trial judge had meticulously summarised the facts. To save judicial time we reproduce the facts which reads as follows:

"The dispute between the parties originated from an agreement known as the Share Transfer Agreement (STA) which was executed between the plaintiff and several parties. It contains an arbitration clause. The defendant herein is not one of the parties to the STA. The parties who executed the STA are CNAN Group SPA (CNAN), Pharaon Commercial Investment Group Limited (Pharaon), Mr Mustapha Abdelwahab Laradji (Laradji) and CTI Group Inc (the plaintiff). The backdrop to the STA is as follows. CNAN are ship owners. Some of their ships were owned through International Bulk Carrier SPA (the defendant). Pharaon is involved in sea transportation business. The plaintiff is also a ship owning company. Mr Laradji is an Algerian businessman. Under the terms of the STA executed on 27 September 2007, CNAN sold 51% of its shares in the defendant to Pharaon, Laradji and the plaintiff in the proportion of 24.5 %, 24%5 and 2% respectively. The defendant was a wholly owned subsidiary of CNAN at the time. The total price of the shares was USD9,282,000.00. The purchasers paid USD6,832,000.00 upon signing of the STA. The balance of USD2,450,000.00 was to be paid in five installments over a five-year period. The plaintiff, Pharaon and Laradji also agreed to grant a loan of USD5 million to the defendant. A clause in the STA stated that the defendant would guarantee the payment of the balance of the purchase price of USD2,450,000.00 to CNAN by the plaintiff, Pharaon and Laradji. In the same guarantee clause, it was stated that the plaintiff, Pharaon and Laradji would assign a part of the debt-claim to CNAN which is limited to the sum of USD2,450,000.00 which is the balance of the purchase price. This guarantee and assignment is referred to in Annex 6 to the STA which was signed by the defendant. It is also stated in the guarantee clause that the defendant would deposit the said guaranteed sum of USD2,450,000.00 into a bank account and pledge the same as security in favour of CNAN. This pledge is referred to in Annex 7 to the STA which was also signed by the defendant. Thus in Annexes 6 and 7, the defendant acknowledged its rights and obligations that were created by the STA. It must also be noted that Annexes 6 and 7 were signed by the defendant on the same date as the STA.

Pursuant to the sale of the said shares, the defendant's vessels were chartered to the plaintiff under the terms and conditions of the STA. The STA states that the "Appendices" shall bind the parties in the same manner as the STA and shall constitute "an integral part" thereof. The STA contained an arbitration clause to refer dispute between the parties in the event of dispute to the International Chamber of Commerce. A dispute arose between the parties in respect of the initial loan of USD5 million granted by Pharaon and the plaintiff to the defendant and reimbursement costs of repairs to three vessels. The principal sum claimed as reimbursement by Pharaon and the plaintiff was USD11,522,546.18. In accordance with cl 11.4 of the STA, the plaintiff and Pharaon commenced arbitration proc