Which judges decided the SGHC(I) 3 arbitration setting-aside application in 2026?

The three-judge panel was Philip Jeyaretnam J (who delivered the judgment), Sir Henry Bernard Eder IJ, and Douglas Samuel Jones AO IJ, sitting in the Singapore International Commercial Court for the hearing on 9 December 2025, with judgment on 26 March 2026.

[2026] SGHC(I) 3 — HYATT TERMINAL AND INDUSTRIAL CORPORATION v FILIPINAS THIRD MILLENIUM REALTY CORPORATION

Q: What was the central jurisdictional issue in Hyatt Terminal and Industrial Corporation v Filipinas Third Millenium Realty Corporation [2026] SGHC(I) 3?

The Singapore International Commercial Court examined whether Filipinas Third Millenium Realty Corporation was a proper party to the arbitration agreement, specifically whether a 5 July 2021 deed of assignment validly transferred a 29 December 2000 lease from Total (Philippines) Corporation to FTMRC.

SUPREME COURT OF SINGAPORE

26 March 2026

Media summary

Singapore International Commercial Court — Originating Application No 15 of 2025

Hyatt Terminal and Industrial Corporation v Filipinas Third Millenium Realty Corporation [2026] SGHC(I) 3

Decision of Philip Jeyaretnam J, Sir Henry Bernard Eder IJ, Douglas Samuel Jones AO IJ:

Outcome: The Singapore International Commercial Court (SICC) allowed the claimant’s application to set aside an arbitral award granted in favour of the defendant, finding that there was no valid arbitration agreement between the parties. The arbitration agreement stemmed from a lease contract between the claimant and another entity, and the rights and obligations under the lease contract had not been validly assigned to the defendant in the absence of the claimant’s consent to the assignment.

Pertinent and significant points of the judgment

· Under para 3.2.3 of the SICC Procedural Guide, for proceedings under the International Arbitration Act 1994 (2020 Rev Ed), the start of the claimant’s witness statement must include a summary of the claimant’s reasons why grounds in support of the application are established and how the UNCITRAL Model Law on International Commercial Arbitration grounds connect to the facts of the case. Where a claimant fails to comply with para 3.2.3 of the SICC Procedural Guide, the court has a discretion to impose consequences, ranging from costs consequences to preclusion of the omitted argument: at [21], [22].

· An application to set aside an arbitration award on jurisdictional grounds can be heard de novo and evidence not considered by the tribunal may in principle be admitted in court, even where the tribunal had declined permission for it to be adduced before it. However, it would not be appropriate to admit new evidence that is of limited relevance and cogency: at [30].

· Under both the Philippine Civil Code and the lease contract between the claimant and another entity, assignment of rights and obligations to any third party without consent was prohibited. Since the defendant was not a party to the lease contract, the purported assignment of the lease contract to the defendant was thus invalid as the claimant did not consent to it: at [35], [36], [41], [43].

· Under Philippine law, while rights under commercial contracts may generally be assigned without consent of the other party, obligations may only be transferred via novation, which requires the consent of the other contracting party: at [48].

· In the event that the rights under the lease contract had been validly assigned to the defendant but the assignment of obligations was void due to a lack of consent, the deed of assignment would not necessarily be invalid in its entirety. The void assignment of obligations could be severed from the deed of assignment where its removal does not undermine the fundamental character of the deed of assignment: at [49].

Background

1 This was an application by the claimant, Hyatt Terminal and Industrial Corporation (“HTIC”) to set aside an arbitral award (“Award”) granted in favour of the defendant, Filipinas Third Millenium Realty Corporation (“FTMRC”), in a Singapore-seated arbitration. HTIC sought to set aside the Award on jurisdictional grounds, arguing that FTMRC was not a party to the arbitration agreement.

2 The application turned on whether a lease (“Lease Contract”) entered into between HTIC as lessor and Total Petroleum Philippines Corporation (later renamed Total (Philippines) Corporation (“TPC”)) as lessee was validly transferred by a deed of assignment executed by TPC in favour of FTMRC (“Deed of Assignment”). HTIC argued that the purported assignment was invalid or unenforceable such that FTMRC was not a proper party to the arbitration agreement found in the Lease Contract as: (a) HTIC’s consent was required for the assignment of TPC’s rights and obligations under the Lease Contract but was not obtained; (b) even if HTIC’s consent was not required for the assignment of TPC’s rights under the Lease Contract, HTIC’s consent was still required for the assignment of TPC’s obligations under the Lease Contract but was not obtained; and (c) the Deed of Assignment was unenforceable against HTIC as the mandatory formal requirements under Philippine law were not satisfied.

Decision

3 New evidence: The court declined to admit an affidavit that had been filed in separate proceedings in the Philippines and which the tribunal had refused to admit. The affidavit was of limited relevance and cogency in the absence of a full inquiry into the circumstances in which it was made: at [25], [30].

4 Assignment to affiliates: HTIC’s consent was required even for assignments to affiliates, both under Philippine law and the Lease Contract. Assignment of rights and obligations to any third party without consent was prohibited and “third party” referred to non-parties to the Lease Contract. Since the purported assignment to FTMRC was not valid as HTIC did not consent to it, FTMRC was not a party to the arbitration agreement: at [35], [41], [43].

HTIC’s alternative arguments for why the purported assignment was invalid or unenforceable

5 Assignment of obligations: Even if TPC were able to assign its rights without HTIC’s consent (which, for the avoidance of doubt, this court had not found), HTIC’s consent was still required for the assignment of obligations. Under Philippine law, obligations may only be transferred via novation, which requires the consent of the other contracting party. The Deed of Assignment would not have been effective to transfer TPC’s obligations to FTMRC: at [48], [49].

6 Severance: Even if the assignment of obligations was void for a lack of consent, this did not mean that the Deed of Assignment would be invalid in its entirety as the void assignment of obligations could be severed from the Deed of Assignment. An assignment of rights without a novation of obligations would not fundamentally rewrite the Deed of Assignment and do violence to the manifest intention of the parties thereto. The only difference from parties’ intentions under the Deed of Assignment would be that HTIC would look to TPC, instead of FTMRC to perform the obligations under the Lease Contract: at [49], [50].

7 Mandatory formal requirements under Philippine law: Under para 3.2.3 of the SICC Procedural Guide, for proceedings under the International Arbitration Act 1994 (2020 Rev Ed), the start of the claimant’s witness statement must include a summary of the claimant’s reasons why grounds in support of the application are established and how the UNCITRAL Model Law on International Commercial Arbitration grounds connect to the facts of the case. This argument was not included in the required summary nor mentioned in HTIC’s first supporting affidavit. Permission was not granted for HTIC to run this argument because HTIC did not seek permission for Philippine Counsel to submit on it: at [21], [24].

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.

HYATT TERMINAL AND INDUSTRIAL CORPORATION v FILIPINAS THIRD MILLENIUM REALTY CORPORATION

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Summary

What was the central jurisdictional issue in Hyatt Terminal and Industrial Corporation v Filipinas Third Millenium Realty Corporation [2026] SGHC(I) 3?

Which judges decided the SGHC(I) 3 arbitration setting-aside application in 2026?

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