The court affirmed the finality of arbitral awards, reinforcing that the grounds for setting aside such awards are narrowly construed and limited to jurisdictional issues without delving into merits or errors of law. This protects the integrity of arbitral processes.

Liza Chan Sow Keng JC:

GROUNDS OF JUDGMENT

Introduction

[1]Originating Summons WA-24NCC(ARB)-17-03/2022 (“OS 17”) was filed by the Plaintiffs (collectively “the Respondents”) against the Defendant (“Gurtaj”) to set aside a Final Award dated 8.03.2022 (“the Final Award”) and the Correction to Final Award dated 24.3.2022 (collectively “the Award”) pursuant to s. 37Arbitration Act 2005

[2]Gurtaj as Plaintiff in OS No: WA-24NCC(ARB)-21-03/2022 (“OS 21”) applied to recognise and enforce the Award.

[3]Both OS 17 and OS 21 were heard together as the Award is either recognised and not set aside, or not recognised and is to be set aside.

[4]After having read the cause papers, considered the submissions and heard oral arguments, I dismissed OS 17 and allowed OS 21. This judgment contains the reasons for the decisions delivered on 04.08.2022.

Background Facts

[5]Gurtaj and the Respondents together with others are shareholders in a company known as Tune Talk Sdn Bhd (“the company”). The shareholders and the company are parties to a Shareholders Agreement dated 23.12.2008 (“SHA”). The SHA contained an arbitration agreement in Clause 16 that reads:

“16.1 If any controversy, claim or dispute arises out of or in relation to this Agreement (including any question regarding its existence, validity or termination) or with respect to any breach thereof, the Parties shall seek to resolve the matter amicably through discussions between the Parties or by way of mediation. Only if the Parties fail to or compromise within sixty (60) days from the date of written notice of dispute, the aggrieved Party shall seek arbitration as set forth in this Clause 16.

16.2 Any such controversy, claim or dispute shall be finally settled by arbitration by the Regional Centre for Arbitration Kuala Lumpur (“RCAKL”) in accordance with the UNCITRAL Rules.

16.3 The number of arbitrators shall be one (1), to be mutually agreed upon by the parties, failing which the arbitrator shall be appointed by the Director of the RCAKL.

16.4 All arbitration proceedings shall take place at the RCAKL, in accordance with the Rules of the RCAKL and the language to be used in the arbitral proceedings shall be English. The decision of the arbitrators is final and is binding on the Parties and the Parties agree to exclude any right of application or appeal to any courts of competent jurisdiction in connection with any question of low arising in the course of the arbitration or in respect of any award made.”

[6]A dispute arose between the Respondents and Gurtaj as to whether there was a valid and binding contract for the sale of 1,232,870 shares at RM3.00 per share in the company from the Respondents to Gurtaj. The dispute was referred to arbitration before a sole arbitrator, Mr Robert Amirtharaj Lazar, a senior practising lawyer (“arbitrator”), appointed by the Asian International Arbitration Centre (‘AAIC’). Gurtaj as the claimant in the arbitration claimed for specific performance, with the Respondents defending. The arbitrator found in favour of Gurtaj and on 8.03.2022 and 24.3.2022 respectively, the arbitrator issued the Final Award and the Correction to Final Award.

[7]The Award runs to 38 pages. The dispositive decision in the Award reads as follows:

“i. A declaration that there is a concluded contract for the Claimant (Gurtaj) to purchase from the Respondents 850,934 shares in Tune Talk Sdn Bhd at RM3.00 per share as follows:

a)Tune Group Sdn Bhd: 666,563 units of TTSB shares for RM1,999,689;

b)Kalimullah bin Masheeral Hassan: 83,568 units of TTSB shares for RM250,704;

c)Lim Kian Onn: 83,568 units of TTSB shares for RM250,704; and

d)Christopher Mark Anthony Lankester: 17,235 units of TTSB shares for RM51,705.

ii. Specific performance of the contract between the Claimant (Gurtaj) and the Respondents as set out in (i) above in that the Respondents are to transfer the requisite number of shares as set out above to the Claimant (Gurtaj) and that the Claimant (Gurtaj) is required to furnish payment for the sam