Medipas LLC v Erdenet Mining Corp SOE [2026] SGHC 97

The Singapore High Court upheld the enforcement of a SIAC award and in the course of its judgment, addressed issues relating to pathological arbitration clauses, and the public policy exception in Singapore.

Brief Facts

The dispute arose from a series of agreements concerning the operation and management of a hospital in Mongolia, including a “General Agreement” dated 25 September 2015. The Applicants (a Mongolian LLC and its Japanese parent association) commenced SIAC arbitration against the Respondent (a Mongolian state-owned entity), for wrongful termination and breach of contract. 

Following a Final Award in favour of the Applicants for approximately US$17.5 million plus interest, the Applicants obtained leave to enforce the award in Singapore. The Respondent subsequently applied to set aside the leave order, challenging, amongst others, the validity of the arbitration agreement between the parties, and the award's compatibility with Singapore public policy.

Arguments on the validity of the arbitration agreement centered around the dispute resolution clause in the General Agreement, which was executed both in Mongolian and Japanese, and with both versions stated to be equally valid. The Mongolian version stated that disputes would be resolved by the “International Arbitration Court of Singapore, pursuant to international laws and regulations”. The Japanese version stated that disputes would be resolved by the “Dispute Resolution and Commercial Arbitration of Singapore”. 

The Respondent also argued that the Final Award should be set aside on public policy grounds. There were two individuals who played important roles for the parties in the negotiations and initial implementations of the agreements. These were Mr. Enkhchuluun Yadamsuren, the Applicants’ Director, and Mr. Tserevsamba Davaatseren, the Respondent’s former General Director. Mr. Davaatseren is currently facing prosecution in Mongolia, and Mr. Yadamsuren has fled Mongolia and is under an Interpol Blue Notice for investigations. The Respondent argued that Mr. Davaatseren and Mr. Yadamsuren both committed criminal acts, and allowing the Final Award to be enforced would be tantamount to condoning their actions in violation of Singapore public policy.

Key issues before the Court 

The Singapore High Court considered the following key issues: 

1. What was the governing law of the dispute resolution clause and whether there was a valid arbitration agreement between parties; and

2. Whether the Final Award violated Singapore public policy. 

Decision 

The Singapore High Court dismissed the Respondent’s application and upheld the leave to enforce the Final Award. The Court held that Singapore law governed the arbitration agreement, that the clause evinced a clear intention to arbitrate at SIAC despite the misnomer, and that the Respondent failed to establish any public policy grounds to refuse enforcement.

Validity of arbitration clause 

The Respondent’s argued that there was no valid arbitration agreement, relying on the discrepancies between the Mongolian and Japanese versions, and the fact that neither referred to an actual arbitral institution. 

The Court first sought to determine the governing law of the dispute resolution clause. The applicable test was the three-step framework set out in BCY v BCZ [2017] 3 SLR 357, which involves considering: 

1. Stage 1: Whether parties expressly chose the proper law of the arbitration agreement.
2. Stage 2:  In the absence of an express choice, whether parties made an implied choice of the proper law to govern the arbitration agreement, with the starting point for determining the implied choice of law being the law of the contract.
3. Stage 3: If neither an express choice nor an implied choice can be discerned, which is the system of law with which the arbitration agreement has its closest and most real connection.

Applying the test, the Court found that there was no express and implied choice of law. The Court then determined that Singapore law was most closely related to the dispute resolution, being the only jurisdiction mentioned in the context of dispute resolution. As such, Singapore law was held to be the governing law of the dispute resolution clause. 

Having concluded that the governing law was Singapore law, the question was whether the arbitration agreement was valid under Singapore law. Here, the Court referred to the relevant principles in Insigma Technology Co Ltd v Alstom Technology Ltd [2009] 3 SLR(R) 936 i.e., whether the parties had evinced a clear intention to resolve their disputes through arbitration. 

Applying these principles, the Court applied a generous and harmonious interpretation to the purportedly conflicting clauses in the General Agreement and found that, on balance, the reference to the “International Arbitration Court of Singapore” in the Mongolian version was a meant to refer to the SIAC. Crucially, the Court noted that three of the four keywords mirrored SIAC’s full name, with "Court" replacing "Centre". The Court’s view that the parties had intended to resolve their disputes by way of arbitration was reinforced by the Japanese version’s reference to “Commercial Arbitration of Singapore”.

Public policy 

The Respondent argued that Mr. Davaatseren and Mr. Yadamsuren both committed criminal acts, and allowing the Final Award to be enforced would be tantamount to condoning their actions in violation of Singapore public policy. 

The standard for invoking the public policy exception was clarified in PT Asuransi JasaIndonesia (Persero) v Dexia Bank SA [2007] 1 SLR(R) 597. Briefly, public policy should only operate in instances where the upholding of an arbitral award would shock the conscience, is clearly injurious to the public good, wholly offensive to the ordinary reasonable and fully informed member of the public, or where it violates the forum’s most basic notion of morality and justice.

The antecedent question that an enforcement court needed to consider was whether it could reopen the tribunal’s findings of law and fact. The Court, considering AJU v AJT [2011] 4 SLR 739, and CBX v CBZ [2020] 5 SLR 1184, distilled two principles: 

1. The tribunal’s findings of fact in respect of alleged violations of public policy are ordinarily binding on the parties, and a party resisting enforcement on the public policy ground can only rely on new evidence that was not placed before the tribunal for the enforcement proceedings.
2. The tribunal’s findings of law on the legality of the acts allegedly violating public policy, if under foreign law, can only be reopened if there is “palpable and indisputable illegality” on the face of the award.

The Court found that the Tribunal had already considered the allegations of criminality and concluded they did not affect the merits. The "new" evidence provided by the Respondent did not cross the threshold of shocking the conscience. 

Commentary 

This decision reinforces Singapore’s pro-arbitration stance and clarifies the limits of challenging "pathological" clauses. The decision also makes clear that there is a high bar for public policy challenges. Allegations of criminality in a foreign seat or related to the contract are insufficient to resist enforcement if the tribunal has already adjudicated those facts.