AZ v BY

An arbitral award must be construed as a whole, but its dispositive section ordinarily identifies the orders made and is not merely signposting. Narrative reasoning cannot ordinarily contradict the award’s final order. An endorsement requirement expressed in the reasoning does not augment a comprehensive dispositive unless the award, properly construed, makes it an additional order. A tribunal’s jurisdiction normally ends when a final award is published. However, the parties may agree to revive the tribunal’s jurisdiction, provided the tribunal also agrees.

AZ and BY were parties to related claims concerning enforcement of an indemnity in a final UNCITRAL arbitration award. AZ sought declarations that the indemnity was not enforceable against a final award made in related arbitration proceedings. BY sought permission under section 66 of the Arbitration Act 1996 to enforce the award and enter judgment.

The dispute concerned whether paragraph 607 of the award required the related tribunal to endorse the indemnity’s applicability, and whether that tribunal had jurisdiction to issue an additional award after publication of its final award. The court also considered the functus officio principle.

1. The section introduced by the words “the tribunal hereby DECIDES AND AWARDS” was intended to be a comprehensive statement of the orders made. The award had to be read as a whole, but the dispositive could not be treated as mere signposting. Paragraph 607 did not impose an additional requirement that a non-consensual award expressly confirm the indemnity’s applicability.

2. Commercial arbitral awards should be construed reasonably and commercially, with the court seeking a coherent interpretation. Narrative reasoning should not ordinarily contradict the part of the award intended to state the final order.

3. Publication of a final award ordinarily terminates the arbitrators’ contract and the tribunal’s jurisdiction. However, the parties may agree to confer further jurisdiction on the tribunal to determine an issue that was neither raised nor determined previously, provided the tribunal also agrees. This is distinct from a unilateral attempt to reopen an issue already decided.

4. AZ’s challenge to the related tribunal’s jurisdiction to publish the additional award failed. The effect of the Spot CN Award was as contended by BY. The precise form of order was to be determined after hand-down.