DRO v DRP

DRO, the applicant, contracted as owner with a consortium of two companies: an off-shore partner, Co A, which was the consortium leader, and DRP, the respondent, as the on-shore partner. The contract defined both together, "jointly and severally", as the CONTRACTOR, and provided that each would invoice the owner separately for its own scope of work, with the respondent's invoices paid only after Co A's written approval. The consortium was not a legal entity. After disputes over the project, the applicant and Co A made a bilateral settlement agreement without the respondent.

The respondent then started an UNCITRAL arbitration seated in Singapore claiming payment of two final milestone invoices and for additional work. The applicant challenged jurisdiction, arguing that the respondent could not arbitrate without Co A and that it had not complied with cl 25.7, which required disputes to go first to project management level and then to senior management level. The tribunal dismissed the challenge. In Originating Application No 941 of 2025 the applicant sought a declaration under s 10(3)(a) of the International Arbitration Act 1994 that the tribunal had no jurisdiction, or alternatively an order setting aside its decision.

1. Whether the respondent had locus standi to commence the arbitration on its own without Co A
2. Whether failure to comply with a pre-arbitration procedure goes to jurisdiction or admissibility
3. Whether cl 25.7 was a condition precedent to arbitration and, if so, whether it was complied with or waived

On locus standi, reviewing the matter afresh, the court accepted that many clauses reflected Co A's role as leader but held the contract did not require joint action in every case. Because CONTRACTOR meant the two members jointly and severally, cl 16.1 gave each a separate right to invoice and be paid, and the arbitration clause referred to "PARTIES in dispute", the clause could be invoked by either member alone where the dispute concerned only that member. The claim here was for the respondent's own on-shore work, so it was a dispute between the applicant and the respondent alone. The applicant's reading made no commercial sense, and the foreign consortium cases it cited turned on differently worded agreements.

On jurisdiction or admissibility, the court found that International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd [2014] 1 SLR 130 had assumed, without deciding, that preconditions went to jurisdiction, so it was not binding on that point. Consistent with the obiter view approved in BTN v BTP [2021] 1 SLR 276 and the international consensus, preconditions to arbitration go to admissibility. The court declined to adopt the Canadian approach of revisiting higher-court rulings on new issues.

On cl 25.7, following CZQ v CZS [2024] 3 SLR 111, clear words are needed for a condition precedent. The arbitration clause did not refer to cl 25.7, and the words "which cannot be settled amicably" and "notwithstanding the above" were not clear enough. The court found that cl 25.7 had not been complied with, since the first meeting was never flagged as a project management meeting and the second involved no escalation. But by agreeing to a senior management meeting on 16 August 2023 with the same attendees, the applicant waived strict compliance.

The High Court dismissed the application, holding that the tribunal had jurisdiction over the arbitration. The applicant was ordered to pay the respondent costs fixed at $32,000 inclusive of disbursements.