YDU v SAB AND ANOTHER

[2022] EWHC 3304 (Comm), King’s Bench Division, Commercial Court, Mr Justice Butcher, 29 November 2022

Arbitration – Order for specific performance – Whether order constituted part of award – Whether order could be varied – Serious irregularity – Arbitration Act 1996, sections 39, 58 and 68

The parties entered into a joint venture agreement under which either party could in given circumstances offer its shares to the other. Disputes were to be referred to arbitration in London under LCIA Rules, and the arbitration clause additionally conferred power upon the tribunal to make orders for interim relief on the basis that such orders were deemed to be a final award. A dispute arose as to whether there was a binding agreement under which SAB was to purchase YDU’s shares. By a Partial Final Award dated 26 April 2022 the tribunal ruled that there was a binding contract. The award required YDU to transfer its shares to SAB by a completion date. The award also reserved to the tribunal the jurisdiction to vary the specific performance order if any issues arose in respect of it. In June 2022 SAB informed the tribunal that it would not be able to comply with the conditions imposed upon specific performance, and by a Second Partial Final Award dated 8 July 2022 was granted an extension of time. YDU brought an arbitration claim alleging that the specific performance order did not constitute a part of the award because it was not final and binding, and therefore did not qualify as a part of the award under section 58 of the Arbitration Act 1996.