Medipas LLC & Anor v Erdenet Mining Corporation SOE

Facts

Erdenet Mining Corporation SOE, a Mongolian copper-mining company, signed a General Agreement and four sub-agreements on 25 September 2015 with Medipas LLC, a Mongolian company, and its Japanese parent, Medical International Promotion Association, for the operation of Erdenet Medical Hospital. Erdenet was to transfer the hospital buildings, equipment and other assets to Medipas in return for hospital services. In 2019, after the State Property Agency demanded termination, Erdenet terminated the agreements, and the assets were later transferred back. Clause 10.3 of the Mongolian version said disputes would be resolved by the "International Arbitration Court of Singapore"; the Japanese version referred to the "Dispute Resolution and Commercial Arbitration of Singapore".

The Medipas parties began a SIAC arbitration in Singapore in 2020. A sole arbitrator upheld jurisdiction in a separate phase and, in a Final Award dated 31 January 2024, ordered Erdenet to pay US$17,500,000.00 and MNT10,875,436,308.00 plus interest and costs. Permission to enforce the award was granted on 28 May 2025 in HC/OA 535/2025. Erdenet applied in HC/SUM 2132/2025 to set that order aside. It relied on prosecution in Mongolia of its former General Director, Mr Davaatseren, and an Interpol Blue Notice concerning the applicants' director, Mr Yadamsuren. Wong Li Kok, Alex J heard the application.

Issues

1. Which law governs Clause 10.3 and whether it is a valid arbitration agreement
2. Whether the dispute was arbitrable despite the Mongolian courts' claimed exclusive jurisdiction over immovable property
3. Whether the arbitration followed the parties' agreed procedure given that the SIAC Rules were never named
4. Whether enforcing the award would be contrary to Singapore public policy because of alleged criminality in Mongolia

Holding

The court dismissed Erdenet's application to set aside the order granting permission to enforce the award, and upheld that order. Costs submissions were directed.

Reasoning

On governing law, the court applied the three-stage test in BCY v BCZ [2017] 3 SLR 357. There was no express choice. A reference to international law is not a choice of a national system, and the clause relied on by Erdenet named no country, so no law could be implied from the main contract. The validation principle did not apply, as nothing showed the parties were aware of the issue. At the third stage, Singapore, the only dispute-resolution forum named in either version, had the closest connection, so Singapore law governed. Under Singapore law the parties had shown a clear intention to arbitrate. The court preferred the more precise Mongolian text. It found that "arbitration court" can denote an arbitral body in Mongolia and that the name closely matched the SIAC, which has a Court of Arbitration. Clause 10.2's reference to court was read harmoniously as a notice and negotiation step before arbitration.

On arbitrability, Erdenet conceded that this point failed if Singapore law governed. In any event the dispute concerned damages for breach of contract and was presumptively arbitrable in Singapore, and foreign exclusive jurisdiction did not alter that.

On procedure, the complaint was really that no arbitration agreement existed. Failure to name institutional rules does not invalidate an agreement to arbitrate, and an agreement to arbitrate at the SIAC carries its rules.

On public policy, neither man had been convicted. An indictment conclusion marked only the end of investigation, and the Blue Notice sought information rather than arrest. Following AJU v AJT [2011] 4 SLR 739, the tribunal's findings of fact bind unless new evidence emerges, and its findings on foreign law can be reopened only for palpable and indisputable illegality. Nothing in the indictment material displaced the tribunal's findings that Erdenet was not then a state-owned enterprise subject to the State and Local Property Law and that Mr Davaatseren had authority under the charter. The tribunal had also been aware of the prosecution. The threshold of shocking the conscience was not met.

From the judgment