DQR & Anor v DQT

Facts

The parties' names and country were anonymised, the country being called Ruritania. In 2014 three companies cooperated to tender for and deliver a major infrastructure project there. The defendant (DQT) and the second claimant (DQS) formed an unincorporated joint venture, with a 50% participating interest each under a Joint Venture Deed that had its own ICC arbitration clause. The first claimant (DQR), a sister company of DQS under a common holding company, provided design services, during the contract period under a Services Contract with the joint venture that capped its liability at $2m and provided for ICC arbitration in Singapore. The project was delivered over 14 months late at a substantial loss.

DQT blamed DQR; DQS refused to join DQT's claim. After Ruritanian proceedings were stayed in favour of arbitration, DQT arbitrated under the Services Contract, joining DQS as a nominal second respondent. DQS made no claim of its own but asked that any damages be paid into the joint venture account. The tribunal found DQR liable in part and, in an award dated 21 February 2025, ordered it to pay DQT $12m directly: $10m for tender-period losses and $2m for contract-period losses under the cap. DQR and DQS applied in Originating Application No 450 of 2025 to set the award aside.

Issues

1. Whether the tribunal exceeded the scope of the submission to arbitration under Art 34(2)(a)(iii) of the Model Law by making findings that required it to construe the Joint Venture Deed.
2. Whether the tribunal found that the damages were the defendant's personal loss in a way that decided matters falling under the Joint Venture Deed.

Holding

Vinodh Coomaraswamy J dismissed the claimants' application to set aside the award, with costs, holding that the tribunal had not exceeded its jurisdiction.

Reasoning

The judge approached the question afresh, asking what the scope of the submission was and whether the tribunal went beyond it. The claimants said the tribunal had found the losses were personal to DQT while below DQT's claimed maximum personal loss of $50m, and so ordered payment directly to DQT rather than into the joint venture account, which they said required a ruling under the Joint Venture Deed.

The judge held this misread the award. The tribunal expressly recognised that disputes under the Joint Venture Deed were outside its jurisdiction and declined both sides' invitations to decide them. It did not accept that any loss below $50m was automatically DQT's personal loss, nor that the increased tender price was a loss outside the project accounts. It ordered payment to DQT only because DQT was the sole claimant, DQS made no claim and led no evidence of any loss of its own, whether DQS had any share in the damages or DQT had to account to the joint venture were questions under the Joint Venture Deed, and the usual form of award where one claimant succeeds against one respondent requires payment to that claimant.

The tribunal could not award the loss jointly, as DQS had chosen not to claim, nor order payment into the joint venture account, which would have meant deciding a dispute under cl 7.2 of the Joint Venture Deed. Any difficulty DQS might face in a future arbitration under that deed would flow from its own choice not to advance a case in this arbitration, not from any finding by the tribunal that bound it.

From the judgment