ONI GLOBAL PTE LTD & Anor v GNC HOLDINGS, LLC

Facts

GNC Holdings LLC, a Delaware seller of health supplements, franchised its stores in Singapore to ONI Global Pte Ltd, with an associated company, LAC Global (Singapore) Pte Ltd, running the 54 outlets. On or about 20 May 2022 ONI terminated the franchise agreements and rebranded all 54 stores. Both sides alleged repudiation in a consolidated arbitration seated in Pittsburgh under Pennsylvania law. After the evidentiary hearing, ONI applied to dismiss GNC's claims because GNC's Executive Vice Chairman, Mr Wong, had deleted relevant text messages. ONI also objected that GNC's post-hearing brief raised a new quantum case for damages after the agreements' expiry, and applied to strike it out, while also arguing it on the merits at the closing hearing.

The tribunal's award of 14 August 2024 found Mr Wong unreliable and drew a limited adverse inference, but declined to dismiss the claims. It largely found for GNC, awarding post-termination damages of US$18,923,012 and detailed orders for specific performance of the covenant requiring ONI to assign the store leases (Order 3). GNC obtained leave to enforce the award in Singapore. ONI's application to set aside the enforcement order was largely rejected by the Singapore International Commercial Court, which refused enforcement only of three sub-orders on landlord consent and employee warranties for breach of natural justice. ONI appealed in CA/CAS 5/2025 and GNC cross-appealed in CA/CAS 6/2025.

Issues

1. Whether GNC's destruction of evidence made enforcement of the award contrary to Singapore public policy, given the tribunal had already ruled on it
2. Whether the tribunal failed to consider a critical argument on adverse inferences in breach of natural justice
3. Whether ONI, having addressed GNC's quantum case on the merits, impermissibly hedged and so could not challenge the post-termination damages award
4. Whether the specific performance orders exceeded the scope of submission or were made in breach of natural justice because the parties were not consulted on their terms

Holding

The Court of Appeal dismissed ONI's appeal in CAS 5 and allowed GNC's appeal in CAS 6, so that the award was enforceable in full, including the three sub-orders the court below had refused to enforce. Costs were to be agreed or decided on written submissions.

Reasoning

On public policy, the court must make its own assessment, but where alleged procedural fraud in discovery was fully known to and ruled on by the tribunal, the court should act with the greatest caution before relitigating it. Procedural rulings attract substantial deference, the tribunal is best placed to judge how the fraud affected the making of the award, and the court cannot review the merits. ONI admitted it did not know what the deleted messages said, and the tribunal's limited sanction was not obviously wrong.

The infra petita challenge failed under the four conditions in DKT v DKU. The point that GNC might run the stores itself was mentioned only in answer to a tribunal question, was not framed as an adverse inference sought, and was in substance rejected by the tribunal's findings.

On the quantum case, the court assumed it was new but held that ONI had impermissibly hedged, following China Machine. ONI never sought the remedies it now said it was denied, such as reopening document production or adducing further expert evidence, and by arguing the merits it led the tribunal to treat either course as open. CAJ v CAI was distinguished because the objecting party there engaged only with threshold points and never suggested it was ready to meet the new defence on the merits.

On Order 3, the tribunal was not limited to the exact relief GNC had pleaded; the parties had invoked its equitable jurisdiction by debating hardship to employees and landlord consent, and each sub-order was connected to enforcing the covenant. It was reasonably foreseeable that the tribunal would frame detailed terms, and those terms flowed from ONI's own objections. As the Soh Beng Tee requirements are cumulative, there was no breach, so prejudice did not arise and the court below erred in refusing the three sub-orders.

From the judgment