DPT v DPV

DPT and DPU, sister companies, were investors in DPX, a Singapore joint venture company in financial technology. DPV and DPW were individual minority shareholders and senior officers of DPX. Under a shareholders' agreement and an investment agreement of 17 March 2017, DPU invested in tranches. DPX later issued 12 convertible loan notes held by DPT. After relations broke down, DPV and DPW were dismissed in December 2020 and removed as directors, and on 21 May 2021 the notes were converted into 197,309,509 shares issued to DPT without due notice to them, diluting their holding from 10.71% to 0.4%.

DPV and DPW began an SIAC arbitration on 18 November 2021 claiming breach of the agreements and minority oppression under s 216 of the Companies Act 1967. The tribunal unanimously found oppression, declared the share issuance null and void and ordered a buy-out. The majority fixed the price at US$14,736,000, treating the notes as worthless as debt; the dissenting member would have fixed US$7,003,500. DPT and DPU applied to the SICC to set aside the Partial Award for breach of natural justice. The SICC dismissed the application in DPT v DPV [2025] SGHC(I) 29, and they appealed in Civil Appeal from the Singapore International Commercial Court No 8 of 2025.

1. Whether the appellants had reasonable notice of the basis on which the majority ordered the buy-out, a post-conversion valuation without a notional top-up
2. Whether the appellants engaged in impermissible hedging by not objecting before the tribunal
3. Whether the tribunal failed to consider the appellants' responsive witness evidence
4. Whether a non-party costs order or indemnity costs should be made on the appeal

The court described the appeal as an attempt to dress up a merits review as a natural justice complaint, of the kind it warned against in Palm Grove Beach Hotels Pvt Ltd v Hilton Worldwide Manage Ltd [2025] 1 SLR 526. Counsel for the appellants accepted that the respondents' pleaded case was wide enough to cover the post-conversion basis. Read in context, the exchanges between respondents' counsel and the tribunal and the respondents' opening statement showed no agreement to abandon that basis, and neither the majority nor the dissent mentioned any such agreement.

In any event the appellants breached the rule in China Machine New Energy Corp v Jaguar Energy Guatemala LLC [2020] 1 SLR 695. Instead of objecting or seeking to adduce evidence, they argued the point on the merits in reply closing submissions and told the tribunal they had no objection to it deciding on the existing record. That was impermissible hedging, as in ONI Global Pte Ltd v GNC Holdings LLC [2026] 1 SLR 825. Once the conversion was declared void, the effect of the note debt on value was squarely in issue, and the majority's finding that it was worthless rested on cited witness evidence, so it was not wholly at odds with the evidence.

On the responsive evidence, the tribunal had treated it as going mainly to credibility, limited cross-examination for efficiency without objection, and referred to closing submissions relying on it. Silence in an award is ambiguous; there was no clear and virtually inescapable inference that the evidence was ignored. Prejudice therefore did not need to be decided.

On costs, there was no actual evidence that the parent company funded the appeal, nor any alleged impropriety, and the respondents did not show unreasonable conduct or exceptional circumstances justifying indemnity costs.

The Court of Appeal dismissed the appeal and ordered the appellants to pay the respondents costs fixed at $90,000 (all-in) on the standard basis. It refused to make a costs order against the appellants' parent company and declined to award indemnity costs.