Wael Buheiry v VistaJet Limited

A challenge under section 67 of the Arbitration Act 1996 is confined to the tribunal’s substantive jurisdiction. The statutory categories are exhaustive: the existence of a valid arbitration agreement, the tribunal’s proper constitution, and whether the matters referred fall within the arbitration agreement. A complaint that an assignee lacks title to sue is ordinarily an error of law, potentially subject to section 69, rather than a jurisdictional challenge. It is not a serious irregularity under section 68 where the party had a full opportunity to argue the issue. Contractual notice provisions should be construed in context. A general provision for notices does not conflict with incorporated arbitral rules governing delivery of arbitration documents where the two provisions address different matters.

VistaJet sought to enforce an LCIA arbitration award requiring Mr Buheiry to pay instalments under an aircraft-services agreement. Mr Buheiry challenged the award under sections 67 and 68 of the Arbitration Act 1996.

He argued that VJLU’s assignment of contractual rights to VistaJet was invalid, so VistaJet lacked standing and the tribunal lacked jurisdiction. He also argued that the arbitration had not been validly commenced because notice was sent by email, whereas clause 7.11 of the 2014 Agreement referred to fax or registered post. The issues were whether either complaint engaged substantive jurisdiction or serious irregularity, and whether the contractual provisions displaced the LCIA Rules.

1. The applications were dismissed. The assignment challenge did not concern substantive jurisdiction under section 67 of the Arbitration Act 1996. Section 30 provided an exhaustive list: whether there was a valid arbitration agreement, whether the tribunal was properly constituted, and whether the matters referred were within the arbitration agreement. The arbitration agreement in Special Term 10 of the 2015 Agreement was valid and binding, notwithstanding the ineffectiveness of the substantive agreement. The assignment argument concerned VistaJet’s title to sue, not the existence or scope of the arbitration agreement or the tribunal’s constitution. It was, in substance, an alleged error of law potentially challengeable under section 69, for which no leave had been sought. [67]-[73]
2. The assignment complaint could not constitute serious irregularity under section 68. Mr Buheiry had a full opportunity to advance it before the tribunal. Disagreement with the tribunal’s conclusion was not enough. [74]
3. In any event, the assignment was permitted by clause 7.7. Section 1159 of the Companies Act 2006 recognises a subsidiary relationship through a chain of companies. VJLU and VistaJet were subsidiaries of the same ultimate holding company. VistaJet was therefore a subsidiary of VJLU’s holding company for the purposes of clause 7.7(b). The singular wording did not prevent the definition in section 1159 from extending through the corporate chain. [75]-[86]
4. There was no conflict between clause 7.11 of the 2014 Agreement and the LCIA Rules. The contractual reference to notices could sensibly be applied to notices under the 2014 Agreement and did not govern commencement of an LCIA arbitration. Clause 7.11 did not prescribe an exclusive method of service. The incorporated LCIA Rules formed a complete code for the arbitration, including its commencement, and permitted delivery by electronic means. The arbitration was accordingly properly commenced and the tribunal properly appointed. [90]-[100]