<span class="news-text_medium">Court:</span> <span class="news-text_italic-underline">Singapore Court of Appeal</span>
<span class="news-text_medium">Judgment Date:</span> <span class="news-text_italic-underline">25 May 2026</span>
In <span class="news-text_italic-underline">ONI Global Pte Ltd and another v GNC Holdings LLC and another appeal [2026] SGCA(I) 3</span>, the Singapore Court of Appeal clarified the circumstances in which a party will be treated as having impermissibly hedged its position in arbitration. The Court held that a party raising due process objections must clearly identify the remedial steps sought from the tribunal and must be cautious about engaging with the merits of the disputed case, as doing so may preclude later reliance on procedural objections at the enforcement stage.
Whether a party resisting enforcement of a foreign arbitral award had impermissibly hedged its position by objecting to an allegedly new and unpleaded quantum case, while also making substantive submissions on the merits of that case before the tribunal.
The dispute arose in the context of a franchise relationship between GNC Holdings LLC (“<span class="news-text_medium">GNC</span>”) and ONI Global Pte Ltd together with LAC Global (Singapore) Pte Ltd (collectively referred to as “<span class="news-text_medium">ONI</span>”). The arbitration was seated in Pittsburgh, Pennsylvania. The tribunal issued a final award largely in favour of GNC, granting monetary damages and specific performance. GNC sought to enforce the award in Singapore. ONI resisted enforcement on several grounds, including:
The Singapore International Commercial Court (“<span class="news-text_medium">SICC</span>”) rejected most of ONI’s objections. However, it held that three sub-orders for specific performance had been made in breach of natural justice because ONI had been deprived of an opportunity to make submissions that had a real chance of leading to adjustments to those sub-orders.
Both parties appealed.
The Singapore Court of Appeal dismissed ONI’s appeal and allowed GNC’s appeal. The result was that the award was permitted to be enforced.
The central issue before the Court of Appeal was whether ONI had impermissibly hedged its position. ONI had applied to strike out GNC’s allegedly new and unpleaded quantum case, but at the same time made substantial submissions addressing the merits of that case.
Developing the principles in <span class="news-text_italic-underline">China Machine New Energy Corp v Jaguar Energy Guatemala LLP [2020] 1 SLR 695</span>, the Court of Appeal held that ONI’s conduct amounted to impermissible hedging for two main reasons.
First, ONI had failed to seek rectification of the due process complaints that it later sought to raise before the Court. The Court emphasised that a party raising a procedural objection must make clear to the tribunal what action is required to remedy the alleged breach. ONI had not asked the tribunal to take steps to cure the alleged due process breaches and was therefore precluded from relying on them before the Court.
The Court also rejected ONI’s argument that the alleged breach could only be remedied by striking out GNC’s case. ONI appeared to accept that other remedies, such as reopening document production or cross-examination, were available.
Secondly, ONI had chosen to engage with the merits of GNC’s quantum case. The Court warned that a party that addresses the merits of a case which it says has been advanced in breach of due process rights does so “at its own peril”.
By making submissions on the merits, ONI led the tribunal to proceed on the basis that it could either strike out the disputed case or decide it on the merits. ONI had not clearly communicated a third position, namely that if the striking-out application failed, it wished to have a further opportunity to present additional arguments and evidence before the merits were determined.
The Court of Appeal distinguished the case from <span class="news-text_italic-underline">CAJ v CAI [2022] 1 SLR 505</span>, where the respondent had not engaged substantively with the merits of a new defence and had confined itself to threshold objections. By contrast, ONI knew that the tribunal would consider the merits if the striking-out application was rejected. It was therefore incumbent on ONI to make clear that the merits could not be addressed without further procedural steps.
The Court also addressed ONI’s allegations of procedural fraud. It held that courts should exercise the “greatest caution possible” before re-litigating issues of procedural fraud that had already been considered by the arbitral tribunal. The Court upheld the tribunal’s treatment of GNC’s spoliation of evidence.
ONI’s natural justice challenge was also rejected. The Court of Appeal found that ONI’s alleged “critical argument” had not been properly placed before the tribunal. On the specific performance orders, the Court of Appeal held that they fell within the scope of the submission to arbitration and were reasonably foreseeable. In overturning the SICC’s refusal to enforce three sub-orders, the Court emphasised that the requirements for breach of natural justice are cumulative.
A party must first establish a breach of natural justice and then show that the breach caused prejudice. In this case, because the form of the relevant order was reasonably foreseeable, the question of prejudice did not arise.
The decision provides important guidance for parties seeking to preserve procedural objections in arbitration. A party that wishes to maintain a due process objection should:
The judgment also confirms that a general reservation of “all rights” will not be enough. Parties must make their procedural position clear at the time, rather than keeping objections in reserve for later enforcement or set-aside proceedings.
<span class="news-text_medium">Case: </span><span class="news-text_italic-underline">ONI Global Pte Ltd and another v GNC Holdings LLC and another appeal [2026] SGCA(I) 3</span>, 25 May 2026, Sundaresh Menon CJ.
