FIC Properties Sdn Bhd v PT Rajawali Capital International & Anor

[2024] SGHC(I) 33 Singapore International Commercial Court 16 December 2024 • SIC/OA 14/2024 ( SIC/SUM 38/2024 ) |SIC/OA 21/2024 • 36 min read

8 cases cited (6 SG, 2 foreign) Cited by 1 case

Key facts

Court	Singapore International Commercial Court
Decided	16 December 2024
Judges	Philip Jeyaretnam, Roger Giles, Yuko Miyazaki
Charges / claim	Arbitration
Counsel	Cavenagh Law LLP, Clifford Chance Pte Ltd, Herbert Smith Freehills, Prolegis LLC, Damien Chng Cheng Yee, Daniel Chia Hsiung Wen, Faraaz Amzar Mohamed Farook, Gitta Satryani Juwita, Kabir Singh s/o Baldhiraj Singh, Ker Yanguang (Ke Yanguang), Loh Ying Li Ashley, Low Hui Xuan Carrisa, Matthew James Hayward Brown, Nish Kumar Shetty, Reshma Nair, Samyata Ravindran

Source: [2024] SGHC(I) 33, Singapore International Commercial Court, decided 16 December 2024 — eLitigation. Updated 25 June 2026.

Catchwords

Arbitration — Award — Enforcement Arbitration — Award — Recourse against award — Setting aside — Fraud Arbitration — Award — Recourse against award — Setting aside — Illegality Arbitration — Award — Recourse against award — Setting aside — Natural justice

Practice Areas

Arbitration

Judges (3)

Philip Jeyaretnam Delivered Roger Giles Coram Yuko Miyazaki Coram

Counsel (16)

Cavenagh Law LLP Firm Clifford Chance Pte Ltd Firm Herbert Smith Freehills Firm Prolegis LLC Firm Damien Chng Cheng Yee Counsel Defendant Daniel Chia Hsiung Wen Counsel Claimant Faraaz Amzar Mohamed Farook Counsel Defendant Gitta Satryani Juwita Counsel Claimant Kabir Singh s/o Baldhiraj Singh Counsel Defendant Ker Yanguang (Ke Yanguang) Counsel Claimant Loh Ying Li Ashley Counsel Defendant Low Hui Xuan Carrisa Counsel Claimant Matthew James Hayward Brown Counsel Defendant Nish Kumar Shetty Counsel Defendant Reshma Nair Counsel Claimant Samyata Ravindran Counsel Claimant

Parties (3)

FIC Properties Sdn Bhd Claimant PT Rajawali Capital International Defendant PT Rajawali Corpora Defendant

Case Significance

FIC Properties Sdn Bhd v PT Rajawali Capital International and another and another matter [2024] SGHC(I) 33 is a judgment of the Singapore International Commercial Court delivered by Philip Jeyaretnam J, sitting with Roger Giles IJ and Yuko Miyazaki IJ, on 16 December 2024. The matter combined Originating Application No 14 of 2024 (Summons No 38 of 2024) and Originating Application No 21 of 2024. In OA 14, FIC Properties Sdn Bhd sought permission to enforce Singapore International Arbitration Centre Award No 076 of 2024 (the "Second Award") in Singapore against PT Rajawali Capital International and PT Rajawali Corpora; an Enforcement Order had been made by the Deputy Registrar on 11 July 2024.

The catchwords cover enforcement of an arbitral award and recourse against an award by setting aside on grounds of fraud, illegality and natural justice. FIC Properties was represented by Herbert Smith Freehills and Prolegis LLC, while the Rajawali entities were represented by Cavenagh Law LLP and Clifford Chance Pte Ltd (including Nish Kumar Shetty). The judgment references the Arbitration Act and the International Arbitration Act, cites 8 authorities (6 Singapore, 2 foreign) and has been cited once.

Summary

SUPREME COURT OF SINGAPORE

16 December 2024

Case summary

FIC Properties Sdn Bhd v PT Rajawali Capital International and another and another matter [2024] SGHC(I) 33

Singapore International Commercial Court – Originating Application No 14 of 2024 (Summons No 38 of 2024) and Originating Application No 21 of 2024

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Decision of the Singapore International Commercial Court (delivered by Philip Jeyaretnam J):

Outcome: The Singapore International Commercial Court (the “SICC”) dismissed the applications by PT Rajawali Capital International (“Rajawali Capital”) and PT Rajawali Corpora (“Rajawali Corpora”) (collectively, the “Rajawalis”) to set aside an arbitral award that had been made against them (the “Second Award”) and an order granting the award creditor, FIC Properties Sdn Bhd (“FIC”), leave to enforce the Second Award as a judgment of the Singapore court (the “Enforcement Order”).

Background

1 By a contract dated 23 December 2016 (the “SPA”), Rajawali Capital agreed to sell to FIC shares representing a 37% stake in an Indonesian company, PT Eagle High Plantations Tbk (the “EHP Shares”). Rajawali Corpora was a party to the SPA as Rajawali Capital’s guarantor. The sale of the EHP Shares to FIC was completed in due course. FIC’s purchase of the EHP Shares was financed by a loan from GovCo Holdings Bhd (“GovCo”). That loan was secured by a pledge of the EHP Shares by FIC to GovCo (the “GovCo Pledge”).

2 Under the SPA, FIC had a contractual right to sell the EHP Shares back to the Rajawalis at the original contract price plus interest (the “Put Option”). The Put Option was stated as exercisable after completion of the initial sale and purchase of the EHP Shares to FIC and up to the “Option End Date” (which, in the event, was 11 May 2022). Before the Option End Date, FIC was only at liberty to exercise the Put Option upon the occurrence of defined “Trigger Events”. On the Option End Date, however, the Put Option was exercisable at FIC’s “sole and absolute discretion” and “for any reason whatsoever”.

3 On 11 January 2019, FIC purported to exercise the Put Option on the basis that a Trigger Event had occurred (the “2019 Exercise”). Rajawali Capital disputed the validity of the 2019 Exercise and commenced an arbitration (the “First Arbitration”) against FIC seeking, among other things, a declaration as to the invalidity of the 2019 Exercise. The tribunal eventually found for Rajawali Capital in its award dated 11 August 2022 (the “First Award”).

4 Before the First Award was issued, however, the Option End Date (ie, 11 May 2022) came and FIC purported to exercise the Put Option for a second time on that date (the “2022 Exercise”). The Rajawalis again disputed the validity of this exercise of the Put Option. FIC commenced a second arbitration on 17 January 2023 (the “Second Arbitration”) seeking, among other things, a declaration that the 2022 Exercise was valid. The Second Tribunal eventually found for FIC and granted it the declaration that was sought. The Rajawalis were also ordered to specifically perform their obligations arising out of the valid 2022 Exercise.

5 On 9 July 2024, FIC applied to the SICC for permission to enforce the Second Award as a judgment of the Singapore court. An order granting FIC permission to do so (the “Enforcement Order”) was made on 11 July 2024.

6 The Rajawalis applied to set aside the Second Award and cross-applied to set aside the Enforcement Order. The applications were brought on three grounds, namely (a) that the making of the Second Award had been induced or affected by fraud (the “Fraud Ground”); (b) that the award itself and its enforcement would be contrary to Singapore public policy because its performance would involve the commission of illegal acts in Indonesia (the “Illegality Ground”); and (c) that the Second Award had been made in breach of natural justice (the “Natural Justice Ground”).

Decision of the court

The Fraud Ground

7 The Fraud Ground, as originally framed by the Rajawalis, centred on the allegation that FIC had deliberately concealed the existence of the GovCo Pledge and its terms in the Second Arbitration (which, according to the Rajawalis, meant that the 2022 Exercise was invalid under Indonesian law). It was therefore said that FIC had deprived the Rajawalis of the opportunity to raise defences premised on the existence of the GovCo Pledge: at [29]–[31].

8 Under Singapore law, “fraud” within the meaning of s 24(a) of the International Arbitration Act 1994 (2020 Rev Ed) includes “procedural fraud”, that is, when a party commits perjury; conceals material information; and/or suppresses evidence that would have substantial effect on the making of the award. However, any conduct said to constitute procedural fraud had to be aimed at deceiving the arbitral tribunal: at [43]–[44].

9 In this case, the existence of the GovCo Pledge was a matter of public information. There was also evidence that FIC had apprised the Rajawalis (or persons affiliated with the Rajawalis) of its intention to create the GovCo Pledge and, later, the creation of the GovCo Pledge itself. It was therefore impossible to say that FIC had intentionally concealed the existence of the GovCo Pledge in the Second Arbitration with a view to deceiving the Second Tribunal or the Rajawalis. The issues as framed in the Second Arbitration also gave rise to no obligation on FIC’s part to disclose the existence of the pledge or its terms: at [35]–[40] and [45].

10 The Fraud Ground took on an entirely different complexion in the Rajawalis’ written and oral submissions. The focus shifted to how FIC had allegedly misrepresented to the Rajawalis and the Second Tribunal that it was ready and able to perform its obligations flowing from the 2022 Exercise – which included transferring unencumbered title to the EHP Shares back to the Rajawalis – despite FIC having been in no position to do so because of the GovCo Pledge: at [32].

11 It was not open to the Rajawalis to recast their arguments at so late a stage in the proceedings. Where a party seeks to set aside an award, the material allegations of fact upon which the challenge is based should be put forward in its initial supporting witness statements. This is especially important where allegations of fraud are in play, because the court must be careful not to find fraud unless it is distinctly pleaded and proved. The Rajawalis’ failure to raise its arguments on misrepresentation prior to their written submissions sufficed as grounds for disregarding them altogether: at [33].

12 In any event, the Rajawalis’ arguments on misrepresentation would have been rejected even if they had been properly advanced. Insofar as it was said that FIC was not in a position to transfer unencumbered title to the EHP Shares back to the Rajawalis within the applicable timelines (or at all), there was no direct evidence of FIC having contemplated the apparent difficulties now raised by the Rajawalis. There was nothing in FIC’s conduct or the contemporaneous documents to support an inference that FIC never genuinely believed it could transfer the EHP Shares to the Rajawalis on completion of the resale: at [46]–[55].

The Illegality Ground

13 There was nothing inherently unlawful about the Second Tribunal’s orders or the outcomes envisaged by them. The Illegality Ground amounted to the contention that the Second Award should be set aside because FIC could conceivably perform its obligation to transfer the EHP Shares to the Rajawalis in a manner that is illegal under Indonesian law. This was plainly not a basis for setting aside the Second Award or refusing its enforcement: at [60]–[61].

The Natural Justice Ground

14 There were two limbs to the Natural Justice Ground, the first of which was that the Second Tribunal had failed to acknowledge common ground between the parties in the First Arbitration to the effect that FIC was only allowed one attempt at exercising the Put Option. This submission was rejected because the Second Tribunal in fact addressed its mind to the Rajawalis’ suggestion that FIC had previously conceded the point and dismissed it: at [64]–[67].

15 The second limb of the Natural Justice Ground was that the Second Tribunal had failed to consider an argument by the Rajawalis, ie, that FIC was “the architect of its own misfortune” by not having conceded in the First Arbitration that the 2019 Exercise was invalid. That argument, however, was irrelevant to the defences raised by the Rajawalis in the Second Arbitration. In fact, there were observations made in the Second Award to indicate that the Second Tribunal had either been alive to the Rajawalis’ argument (that FIC should have conceded the invalidity of the 2019 Exercise) and in fact rejected it, or would have rejected the argument in any event. The second limb of the Natural Justice Ground therefore failed: at [68]–[71].

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 was decided in FIC Properties Sdn Bhd v PT Rajawali Capital International [2024] SGHC(I) 33?

In [2024] SGHC(I) 33, delivered on 16 December 2024, a three-judge SICC coram led by Philip Jeyaretnam J addressed FIC Properties' application to enforce SIAC Award No 076 of 2024 against the Rajawali entities, alongside their challenge seeking to set the award aside for fraud, illegality and breach of natural justice.

On what grounds did the Rajawali parties seek to set aside the SIAC award in [2024] SGHC(I) 33?

Per the catchwords in FIC Properties Sdn Bhd v PT Rajawali Capital International [2024] SGHC(I) 33, recourse against the Singapore International Arbitration Centre Award No 076 of 2024 was sought on grounds of fraud, illegality and natural justice, set against FIC Properties' application to enforce the award in Singapore.