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Lawyers, other representatives, expert(s), tribunal’s secretary

Final Award

I. INTRODUCTION

1.
This arbitration is being administered by the Singapore International Arbitration Centre (SIAC) under the UNCITRAL Arbitration Rules (as revised in 2010) (UNCITRAL Rules). It concerns a dispute arising out of a share sale agreement entitled the "Framework Agreement" signed between the Claimant and the Respondents on 12 October 2012 (Framework Agreement).
2.
Such a dispute between the Parties has led to the initiation of this arbitration in August 2013. After a number of procedural hurdles, a hearing was eventually conducted at Maxwell Chambers in Singapore in the first week of April 2017 and following the closing submissions by the Parties, the Tribunal closed the proceeding on 19 August 2017.
3.
Having considered all the submissions from the Parties, the Tribunal now makes this final award (Award) to determine this dispute. After some general background introduction, this Award shall set out the facts of the case, followed by the substantive issues and submissions of the Parties, then the analysis and findings of the Tribunal on each issue and finally the orders made by the Tribunal.
4.
The Tribunal is grateful to the Parties, counsel, witnesses and the SIAC for their assistance in this matter. In coming to its decision, the Tribunal has considered not only the positions of the Parties and the evidence as summarized in this Award, but also the numerous detailed arguments made and evidence presented in their written submissions and at the hearing. The Tribunal has taken into account all the arguments, submissions and evidence, whether oral or written, even if not referred to expressly or not set out in this Award.

II. THE PARTIES

5.
The Claimant in this arbitration is Ms. Jeanny Helena Franslay, born and growing up in Indonesia and now a Singapore resident NRIC No. S2573605B (Ms. Franslay for short). The particulars of the Claimant are as follows:

Address: 24 Fourth Avenue, Singapore
Singapore 268664

6.
She has various business interests and in this particular case, she entered into a business transaction by signing the Framework Agreement with the Respondents concerning the investment in a coal mine in the Republic of Indonesia which had been given an exploration licence and was waiting for investment to start activities (Project), which subsequently led to the present dispute.
7.
The Claimant was initially represented in this arbitration by Mr. Edmund Eng and Mr. Vincent Lim of Messrs. Shook Lin & Bok LLP (SLB for short). However, since around 29 February 2016, the Claimant has been represented by Mr. Low Chai Chong and Mr. Alvin Liong of Messrs. Dentons Rodyk & Davidson LLP (Dentons Rodyk). The particulars of Dentons Rodyk are as follows:

Address: 80 Raffles Place
#33-00 UOB Plaza 1
Singapore 048624

Attn: Mr. Low Chai Chong / Mr. Alvin Liong

Telephone: +65 6885 7951

Facsimile: +65 6557 2522

Email: chaichong.low@dentons.com
alvin.liong@dentons.com

8.
There are five Respondents in this arbitration, all involved in the Project and being parties to the Framework Agreement with the Claimant. The First Respondent is Mr. Sy Chin Mong Stephen, a Hong Kong resident with HK ID No. D224393(9) (Mr. Stephen Sy for short). Mr. Stephen Sy also has various business interests and in this case played a leading role in the business transaction with the Claimant in the Project.
9.
The Second Respondent is Mr. Stephen Sy’s wife, Ms. Hung May Yee Anita, a Hong Kong resident with HK ID No. D350448(5) (Ms. Anita Hung for short).
10.
The Third Respondent is Mr. Stephen Sy and Ms. Anita Hung’s daughter, Ms. Sy Wai Shan Sandy, also a Hong Kong resident, HK ID No. P056144(8) (Ms. Sandy Sy for short). As an aside, it should be mentioned that Mr. Stephen Sy and Ms. Anita Hung also have a son, Mr. Sunny Sy who seems to be more involved in this transaction than Ms. Sandy Sy. However, Mr. Sunny Sy was not a party to the Framework Agreement or this proceeding and only appeared as a witness.
11.
The Fourth Respondent is a Hong Kong company, Bel Trade Investment Holdings Limited, with Hong Kong Company Registration No. 200142 (Bel Trade for short). Bel Trade is effectively owned by Ms. Sandy Sy and other members of her family. The particulars of Bel Trade are as follows:

Address: Units 901-905, 9/F
China Insurance Group Building
141 Des Voeux Road
Central Hong Kong

12.
The particulars of Mr. Stephen Sy, Ms. Anita Hung and Ms. Sandy Sy are as follows:

Address: Units 2105-2106, 21/F.,
Far East Consortium Building,
121 Des Voeux Road,
Central Hong Kong

13.
The Fifth and last Respondent is Magic Harvest Developments Limited, a British Virgin Islands company with British Virgin Islands Company Registration No. 1708766 (Magic Harvest for short). Magic Harvest is effectively owned by Ms. Anita Hung. The particulars of Magic Harvest are as follows:

Address: P.O. Box 957
Offshore Incorporations Centre,
Road Town, Tortola,
British Virgin Islands

14.
The Respondents are all represented in these proceedings by Mr. Ang Wee Tiong and Ms. Katie Lee of Messrs. Chris Chong & CT Ho Partnership, the particulars of which are as follows:

Address: 65 Chulia Street
#49-05
OCBC Centre
Singapore 049513

Attn: Mr. Ang Wee Tiong / Ms. Katie Lee

Telephone: +65 6220 6880

Facsimile: +65 6220 7880

Email: awt@legallex.com
k atielee@legallex. com

III. THE GOVERNING LAW & ARBITRATION AGREEMENT

15.
The governing law of the Framework Agreement and the arbitration agreement between the Parties is set out in Clause 24 of the Framework Agreement as follows:

24. GOVERNING LAW

24.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore

24.2 Resolution of any controversy, dispute or claim between the Parties regarding or in connection with the interpretation, performance, breach, termination or validity of this Agreement (hereinafter referred to as the "Dispute") shall initially be resolved through friendly consultation in good faith with a view to achieving a resolution between the Parties. If such friendly consultation fails to resolve the Dispute within thirty (30) days from the commencement of such consultation, any Party may submit the Dispute for arbitration in accordance with Clause 24.3 below.

24.3 Subject to Clause 24.2, any Dispute arising out of or connected with this Agreement, including a Dispute as to the validity or existence of this Agreement and/or this Clause 24.3, shall be resolved by arbitration in accordance with the UNICTRAL Arbitration Rules then in force. The arbitration shall be conducted in Singapore under the auspices of the Singapore International Arbitration Centre ("SIAC") by a single arbitrator agreed by the Parties or failing agreement, appointed by the SIAC, and the proceedings shall be conducted in English.

24.4 The decision of such arbitrator shall be final and binding upon the Parties and judgment thereon may be entered in any court having jurisdiction thereon or application may be made to such court for judicial acceptance of the award and/or order of enforcement, as the case may be.

16.
It is common ground between the Parties that the procedural law of the arbitration and the substantive law of the dispute is the law of Singapore, the language of the arbitration is English, and that there are no objections to the jurisdiction of the Tribunal.

IV. THE TRIBUNAL

17.
On 7 January 2014, the President of the SIAC Court of Arbitration (President) appointed Ms. Pallavi S. Shroff (Ms. Shroff) as sole arbitrator in this arbitration pursuant to the UNCITRAL Rules. The Tribunal was therefore constituted on 7 January 2014.
18.
On 15 February 2016, Ms. Shroff resigned as sole arbitrator.
19.
On 9 May 2016, the President appointed Dr. Dang Xuan Hop as substitute sole arbitrator in this arbitration pursuant to the UNCITRAL Rules. The Tribunal was therefore reconstituted on 9 May 2016. The particulars of the Tribunal are as follows:

Name: Dr. Dang Xuan Hop

Address: c/o Allens
Suite 401, Hanoi Towers
49 Hai Ba Trung Street
Hanoi, Vietnam

Email: hop.dang@allens.com.au

V. THE PROCEDURAL BACKGROUND

20.
The Claimant filed her Notice of Arbitration on 23 August 2013 with the SIAC. The Notice was served on the Respondents on the same day and the arbitration was thus deemed commenced on 23 August 2013 in accordance with Article 3(2) of the UNCITRAL Rules.
21.
The Respondents filed their Response to the Notice of Arbitration on 23 September 2013.
22.
By an Email dated 27 November 2013, the Claimant requested the SIAC to proceed with the appointment of the sole arbitrator pursuant to Article 8(2) of the UNCITRAL Rules.
23.
On 13 December 2013, the SIAC wrote a letter to the Parties conveying the names proposed by the President, in accordance with the list-procedure under Article 8(2) of the UNCITRAL Rules. The Claimant and Respondents returned their respective lists to the SIAC on 30 December 2013.
24.
On 7 January 2014, the President appointed Ms. Shroff as sole arbitrator in this arbitration pursuant to the lists of the Parties and Article 8(2) of the UNCITRAL Rules.

Pleadings filed by the Parties

25.
Pursuant to the directions issued by Ms. Shroff, the Parties filed the following pleadings:

a. On 17 April 2014, the Claimant filed her Statement of Case;

b. On 16 February 2015, the Respondents filed their Statement of Defence; and

c. On 15 September 2015, the Claimant submitted her Statement of Reply.

Respondents’ challenge to the sole arbitrator

26.
On 30 May 2014, the Respondents filed their Notice of Challenge against Ms. Shroff as the sole arbitrator (Challenge). The Claimant did not agree to the Challenge and Ms. Shroff did not voluntarily withdraw from the appointment as sole arbitrator.
27.
On 2 June 2014, the SIAC informed the Parties and Ms. Shroff that it shall decide the Challenge pursuant to Article 13(4) of the UNCITRAL Rules.
28.
On 24 October 2014, SIAC rejected the Respondents’ Challenge.
29.
On 13 November 2014, the Respondents informed Ms. Shroff that they are making "an application to the High Court of Singapore with regard to the challenge".
30.
On 22 May 2015, the Claimant informed Ms. Shroff that "the Respondents’ application to the High Court to remove [her] for bias has been dismissed". The Claimant then sought an interim award from Ms. Shroff for, inter alia, the costs incurred by the Claimant’s due to the Challenge, and proposed that a telephone conference be held between the Parties and Ms. Shroff to discuss the matters moving forward.
31.
On 2 July 2015, the Claimant sought clarification from SIAC on, inter alia, the costs incurred by the Claimant due to the Challenge.
32.
On 21 August 2015, the President clarified "that the costs of the Challenge directed at paragraph 38 of the SIAC Decision refers only to SIAC’s administrative costs in connection with the Challenge. The SIAC Decision has not dealt with the party to party costs of the Challenged

Resignation of the sole arbitrator and appointment of a substitute arbitrator

33.
On 21 March 2016, the SIAC informed the Parties of Ms. Shroffs resignation as sole arbitrator from the subject matter, and that the SIAC would proceed to appoint a substitute arbitrator in accordance with Article 14 of the UNCITRAL Rules.
34.
On 15 April 2016, the SIAC conveyed the names proposed by the President, in accordance with the list-procedure under Article 8(2) read with Article 14(1) of the UNCITRAL Rules. The Claimant and Respondents returned their lists to the SIAC on 21 April 2016 and 29 April 2016, respectively.
35.
On 9 May 2016, the President appointed Dr. Dang Xuan Hop as the substitute sole arbitrator in this arbitration pursuant to the lists of the Parties and the UNCITRAL Rules. The Tribunal was therefore reconstituted on 9 May 2016, by which time the Parties’ pleadings (as set out at paragraph 25 above) had been submitted.
36.
On 8 July 2016, the Tribunal held a conference call with the Parties, which culminated in Procedural Order No. 2 dated 11 July 2016, setting out the timetable for the further conduct of the proceedings.
37.
On 18 July 2016, the Respondents filed their Rejoinder.
38.
By way of Emails dated 19 September 2016, the Claimant and the Respondents filed their respective Outstanding Requests to Produce. The Tribunal issued its Decision on Requests to Produce on 4 October 2016.
39.
Thereafter, the Parties confirmed to the Tribunal that they would not be calling any expert witness for the arbitration.
40.
During February 2017, the Parties filed their witness statements.
41.
On 14 February 2017, the Tribunal held a pre-hearing meeting at the Claimant’s counsel’s office as offered by the Claimant and subsequently agreed by the Respondents and the Tribunal. Subsequent to the meeting, the Tribunal issued Procedural Order No. 3 dated 27 February 2017, setting out the orders with respect to the upcoming hearing.
42.
The hearing was held at Maxwell Chambers in Singapore from 3 to 6 April 2017, with the attendance by the Tribunal, the Parties, their witnesses and counsel.
43.
After receipt of the closing submissions and supplementary submissions from the Parties, the Tribunal declared the proceedings closed on 19 August 2017.

VI. THE FACTUAL BACKGROUND

44.
This section of the Award will describe the major events that form the background to the present dispute between the Parties.

A. The Information Booklet and the signing of the Framework Agreement

45.
After some initial Email/phone contact and then through some mutual friend, the Claimant Ms. Franslay met Mr. Stephen Sy and his wife, Ms. Anita Hung, for the first time in about mid-2012 when Mr. Stephen Sy invited Ms, Franslay to join him in investing in a coal mine project in Papua Province in the Republic of Indonesia, which had been given an exploration licence and was waiting for investment to start activities. In order to give Ms. Franslay some background about the Project, Ms. Anita Hung and Mr. Stephen Sy provided Ms. Franslay with an information booklet entitled "Papua Indonesia Thermal Coal Mining Project’ describing the Project with maps, location, pictures, technical information about the coal mine and its potential (Information Booklet). In particular, the Information Booklet states:

Mining Concession is located at District Bongo, Sarmi and Jayapura Regency, Papua, a special autonomous region within Indonesia...

Concession area is about 50,000 Ha (20km x, 25km)...

The Concession is under IUP Exploration status, and it will take approximately six months to convert it into IUP Operation Production...

Forestry is currently under HPK (Hutan Produksi Konversi) which has no restriction to produce. It is known that the area is located on Conversion Forest area, which allows us to do not only mining but also generating wood, by obtaining special licence to produce and make utilize of existing trees.

The Concession has been verified by the Central Minister of Energy and Mineral Resources and it is confirmed that the mining concession is under clean and clear status.

CAPEX of US$ 7S millions is required for 1) refurbish the existing hauling road and open a new unconnected road to the state road, 2) for production infrastructure, develop a mining camp, 3) equipment for 150,000MT/month production capacity and 4) refurbish the existing unused jetty for loading.

Estimated value of the mining concession should be at least US$ 700M.

46.
Mr. Stephen Sy told Ms. Franslay about the potential significant profits from the investment and that he was looking for someone to invest US$ 3,000,000.00 to US$ 5,000,000.00 in the Project in order to start the work on the coal mine. Ms. Franslay expressed some interest and their discussions continued. In early September 2012, Ms. Franslay intended to visit the site of the coal mine. However, the visit was called off following a car accident that Ms. Franslay had while she was in Indonesia.
47.
Ms. Franslay continued to be interested in this investment opportunity so she engaged lawyers to help her develop the structure of the investment and conduct the due diligence. Further discussions among the Parties ensued, eventually leading to the conclusion of the Framework Agreement on 12 October 2012 whereby Ms. Franslay agreed to invest US$ 5,000,000.00 in the Project subject to the terms of the Framework Agreement. This will be described in more detail below.

B. The Project and the structure of the investment by Ms. Franslay

48.
The Project involves a coal mine development over a large site of about 50,000 hectares in Papua Province in Indonesia. On 21 February 2012, an exploration licence for the mine (called IUP Exploration Licence in Indonesia) was granted by the Governor of Papua to an Indonesian private company by the name of PT Arton Jaya Energi Pranata Nusantara (PT Arton for short), allowing PT Arton to conduct exploration activities on the site of the mine. PT Arton had been set up earlier with an original director named Ms. Meriel Ines Tirta (Ms. Meriel for short), who was one of the three original shareholders. However, PT Arton seemed to be run mainly by an Indonesian man named Mr. Heri Susanto who was acting under the authorization from Ms. Meriel and was later appointed as the President of PT Arton.
49.
Under the terms of the IUP Exploration Licence, within 60 days, PT Arton had to submit the Work Program & Budget to the Governor of Papua for approval and within 90 days following such approval, PT Arton had to start activities on the site. Otherwise, the IUP Exploration Licence could be cancelled.
50.
PT Arton apparently needed financing to start work on the mine and hence it sought out investors. Hence, Mr. Stephen Sy and Ms. Anita Hung became involved as potential investors and so on 13 September 2012 in Hong Kong, a joint venture agreement (JVA) was signed by Ms. Meriel and Ms. Anita Hung for this purpose. While the JVA stated that Ms. Meriel was acting on behalf of PT Arton and Ms. Anita Hung was acting on behalf of Good Year Corporation (Samoa), which is a company established in Samoa and entirely owned by Ms. Anita Hung (1 share) (Good Year for short), it is not entirely clear whether this was their true intention in the JVA. In any event, without deciding this point and for convenience, the Tribunal will for now refer to Ms. Meriel and Ms. Anita Hung as the parties to the JVA.
51.
Under the JVA, Ms. Anita Hung as the investor assumed the responsibility of arranging financing and carrying out the work on the mine in return for a 70% share in PT Arton (indirectly through Good Year and Magic Harvest). In addition, the JVA provides that if within 3 months from its signing, Ms. Anita Hung cannot commence exploration activities, her 70% share will automatically be transferred back to Ms. Meriel. The JVA also specifically imposes a number of obligations upon Ms. Anita Hung regarding the operations of the mine and the conversion of PT Arton from a company only with Indonesian interest into a company with foreign investment under Indonesian law, known as a Perusahaan Terbatas Penanaman Modal Asing (PMA), so that it could have foreign investors such as Good Year and Magic Harvest as shareholders.
52.
It was at this point that Mr. Stephen Sy and Ms. Anita Hung sought out Ms. Franslay as an additional investor in the Project by offering her a 20% interest in the Project for a price of US$ 5,000,000.00. The proposal was that Ms. Franslay would obtain the 20% interest by buying Ms. Anita Hung’s 1 share in Good Year and once Good Year came to hold the 20% interest in PT Arton (following PT Arton being converted into a PMA) as contemplated under the JVA, Ms. Franslay would become the indirect owner of a 20% interest in PT Arton (and, as a result, 20% of the Project), in return for her US$ 5,000,000.00 investment. For completeness, it should also be mentioned that Ms. Franslay was intended to be beneficially entitled to only 18% of the interest and she would hold the remaining 2% on trust for Mr. Stephen Sy. However, that point is not of significant relevance for present purposes.
53.
As mentioned above, discussions between Ms. Franslay and Mr. Stephen Sy on this investment transaction had been going on since mid-2012. In October 2012, Mr. Stephen Sy needed the cash investment but Ms. Franslay had not yet conducted her due diligence (the DD) on the Project. Therefore, the Parties eventually agreed on a structure whereby Ms. Franslay would first invest an advance amount of US$ 4,000,000.00 (the Advance) and then conduct her DD. Then, if she was not reasonably satisfied with the DD or some conditions were not satisfied by a certain time, Ms. Franslay would be refunded the Advance and her proposed investment would end. Otherwise, she would pay the remaining US$ 1,000,000.00 and the investment structure would proceed as mentioned above. This is all provided in detail in the Framework Agreement which will be described below.

C. The Framework Agreement and its Key Provisions

54.
The Framework Agreement was concluded in Hong Kong on 12 October 2012 among Ms. Franslay, Mr. Stephen Sy, Ms. Anita Hung, Good Year, Magic Harvest, Bel Trade and Ms. Sandy Sy. Although the copy of the Framework Agreement submitted by the Parties did not bear the signature of the Claimant, based on the totality of the evidence, the Tribunal is satisfied that she did give her consent to the Framework Agreement and hence is bound by it. The main subject of the Framework Agreement was the sale of the 1 share in Good Year from Ms. Anita Hung to Ms. Franslay for US$ 5,000,000.00, how the sale would be completed and the conditions for the sale to be reversed.
55.
Accordingly, under Clauses 2 and 3, Ms. Anita Hung agreed to sell her share in Good Year to Ms. Franslay for a consideration of US$ 5,000,000.00. On the completion date, which was also the date of signing of the Framework Agreement i.e. 12 October 2012, Ms. Anita Hung would transfer the share in Good Year to Ms. Franslay in return for the payment of the Advance (US$ 4,000,000.00). This indeed happened on that day.
56.
Under Clause 8.1, the obligation of Ms. Franslay to pay the remaining amount of US$ 1,000,000.00 (the Remainder Sum) is subject to two conditions as follows:

8.1 The payment of the Remainder Sum after Completion shall be subject to each of the following conditions being satisfied:

(a) [Ms. Franslay] (acting reasonably) being satisfied within the Due Diligence Period, [i.e. 45 days from 12 October 2012] of the results of the due-diligence to be conducted by [Ms. Franslay]. Unless written notice is provided by [Ms. Franslay] stating otherwise, this condition will be deemed as automatically satisfied at the end of the Due Diligence Period. [Ms. Franslay shall comply with the terms of Clause 10.1 of this Agreement during the Due Diligence Period; and

(b) there being no breach of any representation, warranty, undertaking or guarantee in this Agreement.

(collectively, the "Conditions").

57.
Under Clauses 8.2, 8.3 and 8.4, if any of the Conditions is not satisfied within the Due Diligence Period or at any time there is a breach of an undertaking, Ms. Franslay will be refunded the Advance plus interest and her investment would end. These provisions are quoted below.

8.2 In the event that any of the Conditions is not fulfilled within the Due Diligence Period;

(a) [Ms. Anita Hung] shall repay [Ms. Franslay] the Advance, together with interest on the Advance at the rate of 6% per cent. [sic] per annum (calculated on the basis of a year of 365 days and actual number of days lapsed) from the date of disbursement; and

(b) the obligation of [Ms. Franslay] to pay the Remainder Sum shall ipso facto cease and determine and [sic] the Parties shall not have any claims against [Ms. Franslay] for costs, damages, compensation or otherwise save for any liability arising from an antecedent breach of the terms hereof.

8.3 In the event that there is, at any time, a breach of the conditions of Completion, Undertaking, the Guarantee or any representation, warranty or undertaking in this Agreement, notwithstanding Completion, [Ms. Franslay] shall be entitled to demand, and [Ms. Anita Hung] shall repay [Ms. Franslay] upon such demand, the Advance, together with interest on the Advance at the rate of 6% per cent. [sic] per annum (calculated on the basis of a year of 365 days and actual number of days lapsed) from the date of disbursement.

8.4 [Ms. Anita Hung] shall repay any amounts owing under this Agreement to [Ms. Franslay] within thirty (30) days of [Ms. Franslay]’s written demand, to such bank account as [Ms. Franslay] may designate to [Ms. Anita Hung]. If [Ms. Anita Hung] fails to pay any amount on its due date, the default interest shall accrue on the unpaid sum from due date up to the date of actual payment at a rate which is the sum of one (1) per cent above the applicable interest rate set out at Clause 8.2(a) and Clause 8.3.

58.
Under Clause 8.5, in consideration of the repayment of the Advance of US$ 4,000,000.00 from Ms. Anita Hung to Ms. Franslay, Ms. Franslay would transfer the 1 share in Good Year back to Ms. Anita Hung.
59.
Under Clause 7.1, Mr. Stephen Sy and Ms. Anita Hung undertook to Ms. Franslay that:

(a) PT Arton holds the sole legal, valid and proper title to the IUP Exploration Licence at District Bongo, Regency Sarmi and Jayapura in the province of Papua, Indonesia;

(c) PT Arton shall be legally, validly and properly converted into a PMA (the "PMA Conversion"), within 120 days from the date of this Agreement,

60.
Under Clause 6.1, Ms. Anita Hung, Bel Trade and Ms. Sandy Sy (acting as guarantors) agreed to guarantee the repayment of the Advance by Ms. Anita Hung to Ms. Franslay under the terms of the Framework Agreement as follows:

In consideration of the Advance from [Ms. Franslay] to [Ms. Anita Hung] on the terms and conditions of this Agreement, and in consideration of the payment by [Ms. Franslay] to [Ms. Anita Hung] of the Remainder Sum on the terms and conditions of this Agreement, the Guarantors hereby irrevocably and unconditionally:

(a) guarantees to [Ms. Franslay] the repayment by [Ms. Anita Hung] to [Ms. Franslay] of the Advance, on the terms and conditions set out in this Agreement;

(b) guarantees to [Ms. Franslay] the repayment by [Ms. Anita Hung] to [Ms. Franslay] of the Remainder Sum, on the terms and conditions set out in this Agreement;

(c) guarantees the due compliance and performance by [Mr. Stephen Sy] and [Ms. Anita Hung] of the Undertaking, on the terms and conditions set out in this Agreement;

(d) guarantees the due compliance and performance by the relevant Parties in respect of Completion, on the terms and conditions set out in this Agreement;

(e) undertakes to indemnify [Ms. Franslay] immediately on demand against any cost (including legal costs on a full indemnity basis), loss or liability suffered or incurred by [Ms. Franslay] arising from or in connection with a breach by any Party (other than [Ms. Franslay]) of any terms and conditions of this Agreement, including any cost [Ms. Franslay] may incur in enforcing, or attempting to enforce, her rights under the Guarantee; and

(f) undertakes to indemnify [Ms. Franslay] immediately on demand against any cost (including legal costs and other expenses on a full indemnity basis), loss or liability suffered or incurred by [Ms. Franslay] (save where such loss or liability suffered or incurred by [Ms. Franslay] shall be caused by [Ms. Franslay]'s own fraud or willful misconduct) if any obligation guaranteed by the Guarantors is or becomes unenforceable, invalid or illegal. The amount of the cost (including legal costs and other expenses on a full indemnity basis), loss or liability to be indemnified by the Guarantors to [Ms. Franslay] hereunder shall be equal to the amount which [Ms. Franslay] would otherwise have been entitled to recover.

61.
Relevantly, under Clause 6.7(b), the period of the guarantee was provided to be 60 days after the conversion of PT Arton into a PMA.
62.
Under Clause 9.3, Mr. Stephen Sy represents, warrants and undertakes that Good Year and Ms. Anita Hung will fulfill their respective obligations, representations and warranties as set out in the Framework Agreement.
63.
Clause 24.1 provides that the Framework Agreement is governed by the laws of Singapore and Clause 24.3 inter alia provides for arbitration under the UNCITRAL Rules to be administered by the SIAC. The contents of the two clauses have been reproduced at paragraph 15 above.

D. Events following the signing of the Framework Agreement - Ms. Franslay’s first notice of non-satisfaction with the DD

64.
On 12 October 2012, completion took place under the Framework Agreement whereby Ms. Franslay paid US$ 4,000,000.00 to Ms. Anita Hung and in return received the 1 share in Good Year. After that, she, her Singaporean lawyers (SLB) and her Indonesian lawyer (Ali Budiardjo Nugroho Reksodiputro or ABNR) started the DD into PT Arton and the Project. Numerous phone and Email exchanges took place between Ms. Franslay, her lawyers and a Mr. Syed Ahmed who was an employee of Mr. Stephen Sy and Ms. Anita Hung on the Project and at all relevant times acting on behalf of the Respondents (Mr. Syed for short). At the same time, Mr. Syed closely followed up with Mr. Heri Susanto who handled the local issues for PT Arton, especially the interactions with the local authorities in Indonesia.
65.
A number of issues and concerns were raised by Ms. Franslay and her lawyers during the DD and Mr. Syed responded to each of those in detail in the correspondence. The first issue was that Ms. Franslay and her lawyers discovered that the IUP Exploration Licence had not been registered with the Central Ministry of Energy and Mineral Resources in Jakarta (MEMR) and it had not been given "clean and clear" status by the MEMR, contrary to what had been stated in the Information Booklet. Because Ms. Franslay’s lawyers had understood, and Mr. Syed had also advised during this period, that such "clean and clear" status was required for the PMA conversion, this was of concern for them.
66.
The second issue was the process for converting PT Arton into a PMA. This was an important issue for foreign investors like Ms. Franslay and Mr. Stephen Sy because without the PMA conversion, foreign investors are not allowed to hold interest in an Indonesian company like PT Arton. ABNR had advised Ms. Franslay that the PMA conversion should take only 10 business days. Hence, on 14 November 2012, SLB expressed to Mr. Syed their concern that the PMA conversion for PT Arton had not been achieved since 22 October 2012 when Mr. Syed informed SLB that the PMA application for PT Arton had been submitted to the relevant Indonesian authority, i.e. the Indonesia Investment Coordinating Board (BKPM). In particular, SLB asked for a copy of the PMA application that had been submitted to BKPM but this was not provided after several requests and this gave SLB some concern.
67.
The third issue was the overlap between the site of the mine and the forestry concessions of 2 other Indonesian companies. This means that PT Arton would need to discuss with those 2 Indonesian companies the use of such overlap area and the uncertainty of the outcome of such discussion was a concern for Ms. Franslay and her lawyers.
68.
The fourth issue was that there are certain forestry restrictions over some parts of the site, which may require further licenses to be obtained in order to allow mining activities to be conducted over such parts. This means that there were still uncertainties, which were another cause for concern for Ms. Franslay.
69.
The fifth issue was that while the total area of the site was almost 50,000 hectares, under Indonesian regulations, only a maximum of 15,000 hectares could be used for production and operation purposes. Ms. Franslay’s lawyers claimed that this was a surprise for them because it had not been mentioned in the Information Booklet and she had understood that the entire exploration area of 50,000 hectares could be converted into a production and operation area.
70.
During the original 45 day Due Diligence Period (ending on 26 November 2012), Mr. Syed responded to each of the above concerns at length over many Emails to Ms. Franslay and her lawyers. Regarding the lack of registration with the MEMR and the "clean and clear" status of the IUP Exploration Licence, Mr. Syed acknowledged the wrong information in the Information Booklet but explained that this was due to a miscommunication between them and the "Indonesian partners" at a very early stage of the Project. However, Mr. Syed assured Ms. Franslay that the IUP Exploration Licence was legally valid as Papua, being an autonomous province, had no obligation to follow the rules of the central government in Jakarta. In any event, Mr. Syed at this time acknowledged that this was an important issue because he believed that the "clean and clear" status of the IUP Exploration Licence was a condition for the MEMR to recommend to BKPM to convert PT Arton into a PMA. In other words, without this "clean and clear status", PMA conversion would be impossible. Accordingly, Mr. Syed gave SLB assurance that the Respondents were working on this issue and would push the Papua authorities to work with the MEMR to achieve this outcome.
71.
Mr. Syed later informed Ms. Franslay that the Papua Provincial Department of Mines and Energy had visited the MEMR on 31 October 2012 to register a number of IUPs, including that of PT Arton, and they would work together to solve this matter. In addition, Mr. Syed also told Ms. Franslay and her lawyers that PT Arton would make royalty payment for the IUP Exploration Licence to the MEMR and, in his words "this should allay any concerns you may have regarding the non-registration of the IUP with Central MEMR". Mr. Syed subsequently sent Ms. Franslay evidence of the transfer of money to Indonesia for making this payment. In short, Mr. Syed acknowledged that this was an important issue but, according to him, steps were being taken to solve it and there should be no concern.
72.
Regarding the PMA conversion, on 22 October 2012, Mr. Syed informed Ms. Franslay via her lawyers that the PMA application had already been filed with BKPM. According to him, once BKPM approved the PMA conversion with Good Year as the foreign investor and Ms. Franslay was satisfied with her DD, her name could then be registered under Indonesian law to replace Ms. Anita Hung as the shareholder of Good Year. However, Mr. Syed did not provide a copy of the application because, according to him, BKPM had provided a number of comments on the application and PT Arton would need to re-submit it. On 8 November 2012, after repeated requests from SLB for this, Mr. Syed responded to SLB that the Framework Agreement did not require him to provide a copy of this application.
73.
Regarding the overlap between the site and the forestry concession of 2 other Indonesian companies, Mr. Syed explained that those overlap areas were rather small (about 15% of the total site) and their understanding was that those 2 forestry concessions had already expired anyway. In any event, if those concessions still existed, endeavours would be made to come to an arrangement with those 2 Indonesian companies.
74.
Regarding the restrictions on mining rights, Mr. Syed explained that some restrictions were over areas which had proven to be not prospective (6,866.84 hectares) while for other areas (41,176.78 hectares), mining licences could be obtained in the future on a case by case basis as a routine procedure.
75.
Finally, on the fact that the almost 50,000 hectare area under the PT Arton’s IUP Exploration Licence would, be reduced to a maximum of only 15,000 hectares for the subsequent operation and production stage, Mr. Syed noted the comment and explained that this was the law as publicly known and that the Information Booklet was not supposed to describe all the law. He denied any omission on their part and provided a copy of the Price Waterhouse Coopers' Indonesia Mining Investment & Taxation Guide as proof that the information about such mandatory area reduction was publicly available.
76.
After all such detailed explanations by Mr. Syed in various Emails, Ms. Franslay and her lawyers still appeared not satisfied. As a result, on 23 November 2012, Ms. Franslay’s lawyers gave written notice to the Respondents restating the above concerns as "significant" and concluding that:

Our client has not been able to reasonably satisfy herself as to the results of her due diligence conducted thus far.

77.
At the same time as notifying the Respondents of her non-satisfaction with the DD, the Claimant sought an extension of the Due Diligence Period by 30 days after each of their concerns as set out in the above notice have been satisfactorily resolved. In response, Mr. Syed agreed to extend the Due Diligence Period only by 30 days to 26 December 2012. In an Email to Mr. Syed on 23 November 2012, Ms. Franslay indicated an expectation that all issues including the MEMR registration would be finalized by 26 December 2012.

E. Ms. Franslay’s second notice of non-satisfaction with the DD

78.
Following the agreement by Mr. Syed to extend the Due Diligence Period for another 30 days until 26 December 2012, Ms. Franslay’s lawyers continued with their DD questions and concerns and Mr. Syed continued to provide responses, although the number of questions and responses were much less than in the original Due Diligence Period.
79.
In response to a request by SLB on 17 December 2012 for an update on the "clean and clear" status of the IUP Exploration Licence and a copy of the PMA application, on 20 December 2012, Mr. Syed wrote to SLB and Ms. Franslay explaining that according to the advice from an Indonesian law firm Jusuf Indradewa & Partners, the "clean and clear status" was actually not required for the PMA conversion process. In fact, BKPM has accepted the application with only a recommendation from the Papua Governor and without the MEMR recommendation. Therefore, the "clean and clear" status should not be a concern. Mr. Syed this time also provided a copy of the PMA application and stated that they expected to receive the BKPM approval for the PMA conversion of PT Arton in February 2013.
80.
In response to this Email from Mr. Syed, on 26 December 2012, the last day of the extended Due Diligence Period, Ms. Franslay and her lawyers wrote back insisting that, in order for them to be satisfied with the DD, they required the "clean and clear status" of the IUP Exploration Licence, regardless of whether the MEMR required this or not. They then asked for an extension of the Due Diligence Period to February 2013 when it was expected that the BKPM approval process would be completed.
81.
On the same day, Mr. Stephen Sy responded that he did not accept any further DD. In response, Ms. Franslay reiterated that she could not release further funds without the "clean and clear" status and the PMA conversion approval. Later that night, Ms. Franslay sent an Email to Mr. Stephen Sy and Ms. Anita Hung to say that she would like to be more involved in the work of PT Arton. Specifically she stated that she wanted to "sit on working level in PT Arton.

F. Subsequent events from January to March 2013

82.
In January 2013, Ms. Franslay started to be more active in the work of PT Arton and the mine. She was involved in selecting the technical consultants and contractors to start work on the mine. In this process, Ms. Franslay was introduced to Mr. Heri Susanto and it turned out that they had been neighbours many years before.
83.
Meanwhile, on 23 January 2013, Mr. Heri Susanto informed Mr. Stephen Sy, Ms. Anita Hung and Ms. Franslay that the authorities in Indonesia (BKPM) had required drilling activities to start on the mine within 30 days; otherwise, the IUP Exploration Licence would be frozen. He then sent an invoice from a contractor (named ABC) working on the mine which he said had to be settled by 1 February 2013.
84.
During this period, Ms. Franslay continued to be involved in the work of PT Arton and the mine by discussing with Mr. Heri Susanto and others the selection of and payments for contractors. She also went to Jakarta in January 2013 to meet with the contractors to discuss exploration works.
85.
In this context, when it became necessary to make payments to the contractors for the works, Ms. Franslay indicated that she could pay for it. However, she informed Mr, Stephen Sy and Ms. Anita Hung that while she was prepared to spend US$ 1,000,000.00 on the mine, she would only pay the money directly to PT Arton, but not to Ms. Anita Hung. She stated that this was only for PT Arton, but not for Ms. Anita Hung. She explained in an Email to Mr. Stephen Sy on 30 January 2013 that she would not follow "our structure" until everything is cleared. In addition, in an Email to Mr. Stephen Sy and Ms. Anita Hung on 29 January 2013, Ms. Franslay said that she was not legally obliged to make the payments and she asked Mr. Stephen Sy and Ms. Anita Hung to do what was necessary to avoid adverse outcomes for the Project.
86.
On 14 March 2013, following a meeting between Mr. Stephen Sy, Ms. Franslay and Mr. Heri Susanto at the Imperial Hotel in Jakarta, Ms. Franslay informed Mr. Stephen Sy and Ms. Anita Hung that she wanted to withdraw from the partnership in PT Arton. On 19 March 2013, Ms. Franslay’s lawyers wrote to Mr. Syed asking for evidence of "clear and clean" status of the IUP Exploration Licence and the BKPM’s approval for the PMA Conversion of PT Arton by the end of March 2013.
87.
Eventually, on 22 March 2013, Ms. Franslay informed Ms. Anita Hung by Email that she had spoken to Mr. Heri Susanto and was told that the BKPM approval was not forthcoming due to unsatisfactory shareholder review (by the relevant authorities) which may relate to some court cases involving Mr. Stephen Sy and Ms. Anita Hung’s family business. Ms. Franslay indicated that she would meet with Mr. Heri Susanto the next day to clarify and asked Mr. Anita Hung to return to her the Advance of US$ 4,000,000.00 with interest because the DD had not been satisfactory.
88.
Three days later, on 25 March 2013, Ms. Franslay’s lawyers, SLB, wrote to Mr. Syed and Ms. Anita Hung, referring to Ms. Franslay’s Email of 22 March 2013 and previous correspondence, and stating that Ms. Franslay had reasonable grounds to believe that the results of the DD were unsatisfactory. Secondly, this Email stated that there had been a breach of the undertakings in Clause 7 of the Framework Agreement regarding (i) PT Arton holding the sole, legal valid and proper title to the IUP Exploration Licence and (ii) the legal, valid and proper conversion of PT Arton into a PMA within 120 days from the date of the Framework Agreement. In this Email, SLB stated that these were fundamental breaches of the Framework Agreement and unlikely to be remedied by the end of the extended Due Diligence Period until the end of March 2013. In this Email, SLB requested Ms. Anita Hung to repay the Advance of US$ 4,000,000.00 plus interest within 30 days from 22 March 2013 and upon receipt of the repayment, Ms. Franslay would transfer her share in Good Year back to Ms. Anita Hung. This payment request was not met by Ms. Anita Hung.

G. Final Set of Events

89.
Subsequently, Ms. Franslay continued to be involved in the work of PT Arton. In late March 2013, when Mr. Heri Susanto asked Mr. Stephen Sy and Ms. Anita Hung to provide funds to contribute to the Easter celebration of the local villagers on the site of the mine and build a salt pond as part of the corporate social responsibility program, Ms. Franslay actively followed up with a person named Mr. Kelvin Fu (who was working for Ms. Anita Hung) to urge him to send the money, apparently in order to avoid issues with the local community which could lead to the revocation of the IUP Exploration Licence. While the money was eventually sent by Mr. Kelvin Fu, due to the delay in receiving it, the villagers had a riot and forced the PT Arton team, including the contractor, ABC, from the site of the mine.
90.
On 5 April 2013, Ms. Franslay asked Mr. Stephen Sy to extend the Due Diligence Period until 30 April 2013 and her lawyers sent through a proposed extension letter to that effect, already signed by Ms. Franslay, asking Mr. Stephen Sy and the other Respondents to sign it. According to Mr. Stephen Sy, this took him by surprise, given Ms. Franslay’s previous actions. However, the proposed extension letter sent by Ms. Franslay’s lawyers was never signed by Mr. Stephen Sy and the other Respondents.
91.
Meanwhile, on 1 April 2013, Ms. Meriel from PT Arton wrote to Ms. Anita Hung accusing Ms. Anita Hung of failing to comply with her obligations under the JVA to pay for the community service and causing the riot, not starting the drilling activities as required and selling her share in Good Year. Ms. Meriel demanded Ms. Anita Hung to comply with the JVA. After this letter, on 29 April 2013, Ms. Anita Hung proposed to meet with Ms. Meriel in Jakarta to discuss.
92.
Later on in May 2013, Mr. Heri Susanto indicated that Ms. Meriel only wished to talk to Ms. Franslay who was then the real shareholder in Good Year, not Ms. Anita Hung who was no longer the owner of Good Year. According to Mr. Heri Susanto, Ms. Franslay "is our key".
93.
On 15 May 2013, SLB, Ms. Franslay’s lawyers, wrote to Mr. Stephen Sy and Ms. Anita Hung stating that (i) Ms. Franslay had given notices that she was not reasonably satisfied with the DD; (ii) Mr. Stephen Sy and Ms. Anita Hung had been in breach of the undertakings in the Framework Agreement regarding PT Arton holding the sole legal, valid and proper title to the IUP Exploration Licence and PT Arton being legally, validly and properly converted into a PMA within 120 days from the date of the Framework Agreement. This letter demanded Mr. Stephen Sy and Ms. Anita Hung to repay the Advance plus interest into a designated account within 30 days.
94.
When the demanded payment was not made within 30 days, on 21 June 2013, SLB wrote to Ms. Anita Hung, Bel Trade and Ms. Sandy Sy asking them to pay, to a designated account, the amount of US$ 4,000,000.00 plus interest under the guarantee they provided as guarantors under the Framework Agreement. This payment demand was not met by Ms. Anita Hung, Bel Trade and Ms. Sandy Sy as the guarantors.
95.
Meanwhile, on 18 and 19 May 2013, Mr. Heri Susanto wrote to Mr. Stephen Sy, Ms. Anita Hung and then to Ms. Franslay and Ms. Meriel stating that he no longer wanted to be involved in the Project.
96.
Much later on, in April 2014, Mr. Syed discovered that PT Arton had been converted into a PMA with a majority interest held by a foreign shareholder being Sindo JJ Resources Pte Ltd, a Singaporean company owned by Ms. Franslay and Mr. Heri Susanto (Sindo JJ).
97.
On 23 August 2013, Ms. Franslay brought this arbitration against Mr. Stephen Sy, Ms. Anita Hung, Ms. Sandy Sy, Bel Trade and Magic Harvest seeking to recover, inter alia, the Advance of US$ 4,000,000.00 plus interest under the Framework Agreement.

VII. THE SUBSTANTIVE ISSUES AND THE PARTIES’ SUBMISSIONS

A. The Claimant’s Claims

98.
In essence, the Claimant seeks to recover the Advance plus interest and costs from four of the five the Respondents (no relief was sought against the Fifth Respondent Magic Harvest). In her Closing Submissions, the Claimant put her claims as follows:

(a) the sum of US$4,000,000 to be paid by Mr. Stephen Sy, Ms. Anita Hung, Ms. Sandy Sy and Bel Trade;

(b) Interest on the sum of US$4,000,000 to be paid by Mr. Stephen Sy, Ms. Anita Hung, Ms. Sandy Sy and Bel Trade to the Claimant, broken down as follows:

(i) 6% per annum on the sum of US$4,000,000 from 12 October 2012 to 15 June 2013; and

(ii) 7% per annum on the sum of US$4,000,000 from 15 June 2013 up to the date of payment;

(c) Alternatively, damages to be assessed to be paid by Mr. Stephen Sy, Ms. Anita Hung, Ms. Sandy Sy and Bel Trade to the Claimant; and

(d) Costs on a full indemnity basis to be paid by Mr. Stephen Sy, Ms. Anita Hung, Ms. Sandy Sy and Bel Trade to the Claimant.

99.
The Claimant’s claims are based on two alternative grounds.
100.
First, the Claimant argues that she was, acting reasonably, not satisfied within the extended Due Diligence Period with the results of the DD and gave the Respondents notice of the same on various occasions. She argues that she had raised a number of issues by 23 November 2012 at which time she had declared that she was not reasonably satisfied with the DD. By 26 December 2012, not much had been done to resolve these issues and therefore she continued not to be reasonably satisfied with the DD. She had given notices to the Respondents on 23 November 2012 and again on 26 December 2012 and therefore she was entitled to exercise her right to demand the repayment of the Advance plus interest under the Framework Agreement. The Claimant argues that under Clauses 8.1(a) and 8.2 of the Framework Agreement, she is entitled to the return of the Advance plus interest.
101.
Secondly and alternatively, the Claimant argues that Mr. Stephen Sy and Ms. Anita Hung had breached their undertakings in Clauses 7.1(a) and 7.1(c) of the Framework Agreement that (i) PT Arton holds the sole legal valid and proper title to the IUP Exploration Licence and (ii) PT Arton shall be legally validly and properly converted into a PMA within 120 days from the date of the Framework Agreement i.e. by 10 February 2013. Specifically, the Claimant argues that because the IUP Exploration Licence of PT Arton was not yet registered with the MEMR and not yet awarded "clean and clear" status, PT Arton did not hold sole legal, valid and proper title to the IUP Exploration Licence and therefore Mr. Stephen Sy and Ms. Anita Hung were in breach of the undertaking in Clause 7.1(a). In addition, because PT Arton was not converted into a PMA by 10 February 2013 (i.e. 120 days from the date of the Framework Agreement), Mr. Stephen Sy and Ms. Anita Hung have breached their undertaking in Clause 7.1(c) of the Framework Agreement. The Claimant argues that under Clauses 8.1(a) and 8.2 of the Framework Agreement, this entitles the Claimant to the return of the Advance plus interest.

B. The Respondents’ Defences

102.
The Respondents have two main defences. The first one is that the Claimant’s non-satisfaction with the DD outcome was not reasonable. The second is that the Claimant has waived or is estopped from invoking her rights under the Framework Agreement.

(i) Reasonableness of the Non-Satisfaction with DD

103.
In relation to the first argument of the Claimant, the Respondents argue that the Claimant was not reasonable when she said she was not satisfied with the DD.
104.
First, in relation to the "clean and clear" status of the IUP Exploration Licence, the Respondents refer to Clause 17 of the Framework Agreement entitled "Entire Agreement" which provides that:

This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Parties which is not set out or referred to in this Agreement. Nothing in this Clause shall however operate to limit or exclude liability for fraud.

105.
The Respondents argue that the Information Booklet did not form part of the Framework Agreement and therefore, under Clause 17 quoted above, the Claimant is not allowed to rely on the Information Booklet to make her case.
106.
In relation to the validity of the IUP Exploration Licence, the Respondents argue that the Papua Provincial Government had full authority to issue these licences. Furthermore, the fact that PT Arton made royalty payment which was accepted by the MEMR shows that the IUP Exploration Licence is valid.
107.
In relation to forestry restrictions and the overlap with other forestry concessions, the Respondents argue again that the Claimant should not be allowed to refer to the Information Booklet which was not part of the Framework Agreement. In addition, the Respondents argue, as explained by Mr. Syed, that PT Arton could and would make arrangements with the other 2 Indonesian companies and apply for the relevant permits as and when needed, so this should not be a reasonable ground for concern.
108.
On the issue of the mandatory reduction of the area from about -50,000 hectares at the exploration stage to only 15,000 hectares at the production stage, the Respondents argue that the Information Booklet did not contain any omission or misrepresentation. It only referred to the size of the area and the fact that it was then subject to an IUP Exploration Licence. At the same time, the public information as demonstrated in the Price Waterhouse Coopers’ Report was very clear about the mandatory area reduction at the production stage. Therefore, it would be unreasonable for the Claimant to rely on this issue as a reason for her non-satisfaction with the DD outcome.
109.
On the PMA application issue, the Respondents argue that they were never under an obligation to provide the Claimant with a copy of this application and in any event, they simply did not have it at the time of the requests by the Claimant. As soon as they obtained a copy of the application, they provided it to the Claimant. Therefore, it would be unreasonable for the Claimants to rely on this as a ground for her non-satisfaction with the DD.
110.
In any event, the Respondents argue that in the Claimant’s lawyers’ Email of 26 December 2012, the Claimant only relied on the "clean and clear" status as a ground for her non-satisfaction with the DD. Therefore, all the other issues that she had raised before in November 2012 as grounds for her non-satisfaction must be deemed to have been satisfied on 26 December 2012 when she gave her second notice of non-satisfaction with the DD outcome. In addition, as Mr. Syed informed the Claimant and her lawyers on 20 December 2012 that the "clean and clear" status of the IUP Exploration Licence was not a condition for the PMA conversion, it was not reasonable for the Claimant and her lawyers to continue to rely on this issue as a reason for her non-satisfaction with the DD.

(ii) Waiver and Estoppel

111.
Another key argument of the Respondents is that the Claimant had, instead of immediately demanding repayment of the Advance, made representations to the Respondents to the effect that the Claimant would continue with the Project and not claim the repayment of the Advance, causing the Respondents to expend more time and money on the Project. The Respondents argue that the Claimant's representations included her request to "sit on working level in PT Arton" from 26 December 2012, especially when she had no right to be involved in the operations of PT Arton. This was followed by her statement to Mr. Stephen Sy that she should pay US$ 1,000,000.00 for the Project and her demand for him and Ms. Anita Hung to do what was necessary for the Project. Therefore, the Claimant has made representations that she would continue with the Project in collaboration with the Respondents and she would not enforce her strict legal rights under the Framework Agreement.
112.
This, according to the Respondents, was further reinforced by the Claimant’s attempts in pursuing Mr. Kelvin Fu for payment of the money to the villagers to avoid the riot in March 2013 and her attempt to seek a further extension of the Due Diligence Period on 5 April 2013 when she was already aware of the fact that the PMA Conversion had not occurred by the deadline. The Respondents then argue that they have relied on such representation by the Claimant and continued to expend time and money on the Project including the money they paid the villagers for the Easter celebration in March 2013. Therefore, the Claimant has either waived or is now estopped from relying on her rights in the Framework Agreement. In other words, the Respondents argue that under such circumstances, it would be inequitable for the Claimant to obtain repayment of the Advance and renounce her obligations under the Framework Agreement.
113.
Apparently in support of such waiver/estoppel argument, the Respondents also argue that in fact the Claimant had developed a conspiracy with Mr. Heri Susanto to oust the Respondents from the Project and PT Arton. By this argument, the Respondents refer to the fact that Ms. Meriel threatened to invoke her rights under the JVA to remove Ms. Anita Hung from the Project. At the same time, according to the Respondents, the Claimant and Mr. Heri Susanto had set up Sindo JJ in Singapore to take over a majority interest in PT Arton and the Project. This, according to the Respondents, shows a dishonest scheme by the Claimant to oust the Respondents from the Project while at the same time indicating to them that she would collaborate further with them on the Project.

C. The Claimant’s Reply

114.
In reply, the Claimant argues that it was reasonable for her to rely on the fact that the IUP Exploration Licence did not have "clean and clear" status as a ground for her non-satisfaction because this was different from the Information Booklet and because Mr. Syed himself had said that this would be required to enable the PMA conversion. This and the fact that there was no registration of the IUP Exploration Licence with the MEMR also cast doubt on the validity of the IUP Exploration Licence and this, according to the Claimant, was a reasonable ground for her dissatisfaction. The fact that the Respondents later on informed the Claimant that "clean and clear" status was not required by MEMR for the PMA application did not help and in fact such a change of position by the Respondent could even make the Claimant more concerned, especially considering that the statement by Mr. Syed was not accompanied by a formal legal opinion in support.
115.
Similarly, the Claimant argues that the overlap with 2 other forestry concessions is also a reasonable ground for her to be dissatisfied because of the uncertainty in obtaining agreement from those two other companies. Furthermore, the Claimant argues that the omission in the Information Booklet to mention the mandatory area reduction from 50,000 hectares to 15,000 hectares for production purposes would entitle her to be reasonably not satisfied with the DD results. Similarly, the failure by the Respondents to provide a copy of the PMA application as requested by the Claimant was also reasonable ground for her non-satisfaction with the DD especially when, so the Claimant argues, it is very likely that the Respondents would have had a copy of this application at the relevant times.
116.
In her closing submissions, the Claimant argues that she is entitled to rely on the Information Booklet to make her arguments notwithstanding Clause 17 of the Framework Agreement mentioned by the Respondents. This is because she is not arguing that the statements in the Information Booklet were misrepresentations or formed part of the terms of the Framework Agreement. Instead, she is only relying on the Information Booklet as a reference point for her to conduct her DD to assess whether to proceed with the investment. In addition, she argues that she had no duty to give all the reasons for her non-satisfaction with the DD. Therefore, although on 26 December 2012, she specifically mentioned only the "clean and clear" status and the PMA conversion as reasons for her non-satisfaction, the other issues she had raised in November 2012 were still relevant and cannot be deemed to have been resolved to her satisfaction as the Respondents had argued.
117.
On the issue of waiver and estoppel, the Claimant refers to several provisions in the Framework Agreement as quoted below.

6.4. Waiver of defences

The obligations of the Guarantors under the Guarantee will not be affected by an act, omission, matter or thing which, but for the Guarantee, would reduce, release or prejudice any of the Guarantors' obligations under the Guarantee (without limitation and whether or not known to any Guarantor or [Ms Franslay]) including:

(a) any time, waiver or consent granted to, or composition with, [Ms. Anita Hung];

(b) any bankruptcy or similar proceedings;

(c) [Ms Franslay] agreeing to [Ms. Anita Hung] making an assignment for the benefit of her creditors or any arrangement with creditors under the bankruptcy laws; or

(d) any arrangement made between [Ms Franslay] and [Ms. Anita Hung] with or without the consent of the Guarantors.

13. GENERAL

13.1 The provisions of this Agreement including the representations, warranties, covenants and undertakings herein contained (insofar as the same shall not have been fully performed at Completion) shall remain in full force and effect notwithstanding Completion and shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever, except by a specific and duly authorized written waiver or release by the Parties. Completion shall not prejudice any rights of any Party which may have accrued hereunder prior to Completion.

13.2 Save as expressly provided herein, any right of termination conferred upon the Parties shall be in addition to and without prejudice to all other rights and remedies available to it/him and no exercise or failure or exercise such a right of termination shall constitute a waiver of any such other right or remedy.

13.3 Each Party confirms it/he has received independent legal advice relating to all matters provided for in this Agreement and agrees that the provisions of this Agreement (including all documents entered into pursuant to this Agreement) are fair and reasonable.

20. REMEDIES AND WAIVERS

No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by la w.

118.
Relying on the above provisions, the Claimant argues that there was no waiver or estoppel in this case. In fact, under Clause 8.1(a) of the Framework Agreement, Ms. Anita Hung immediately became obliged to repay the Advance to Ms. Franslay as soon as Ms, Franslay gave her notice of non-satisfaction with the DD results and no demand was required. Furthermore, the Claimant argues that until she receives the repayment of the Advance, she has the right to participate in the operations of PT Arton and the Project as a shareholder of Good Year in order to safeguard her interest in the Project. That should not constitute any waiver or estoppel on her part. This is especially so when she had repeatedly maintained her position to demand the repayment of the Advance in various Emails to Mr. Stephen Sy and Ms. Anita Hung. Her active involvement in this period was merely an attempt to make sure that the Project remained viable so that her share in Good Year would still be of value. In any event, the Claimant argues that there was no reliance by the Respondents. The money they spent on the Easter celebration was due to an agreement with Ms. Meriel and Mr. Heri Susanto, but not due to the Claimant’s representations.
119.
On the Respondents’ argument of a conspiracy of the Claimant and Mr. Heri Susanto to oust the Respondents from the Project, the Claimant argues that this is not a matter for this Tribunal to determine as it falls out of the ambit of the Respondents’ defence. In any event, the Claimant argues that there was no such scheme and the Claimant only took over the Project as invited by Ms. Meriel who told the Claimant that she had terminated the JVA with Mr. Stephen Sy and Ms. Anita Hung due to their repeated breaches of the JVA.
120.
The Claimant also argued that her attempt to seek a further extension of the Due Diligence Period on 5 April 2013 was made on a "without prejudice" basis and therefore could not be relied on by the Respondents. This argument was strongly contested by the Respondents in their supplementary closing submissions. For reasons that would be stated below, the Tribunal considers it unnecessary to elaborate on and decide this argument.

VIII. THE TRIBUNAL’S FINDINGS

A. Reasonableness of the Non-satisfaction with the Due Diligence Outcome

121.
Under Clause 8.1(a) of the Framework Agreement, a condition for the transaction to go ahead was that the Claimant must, acting reasonably, be satisfied with the results of the DD within the Due Diligence Period. Also under this Clause, if she was not satisfied with the DD results, she must give written notice to that effect. If no such notice was given by the end of the Due Diligence Period, she would be deemed to have been satisfied with the DD results.
122.
The Tribunal finds as a question of fact that the Claimant did give 2 written notices, one within the original and one within the extended Due Diligence Period, that she was not satisfied with the DD results. This was evidenced by the two Emails from SLB on behalf of the Claimant on 23 November 2012 and then on 26 December 2012. The first Email on 23 November 2012, after setting out certain issues the Claimant had identified during the DD, states:

In view of these reasons set out above, our client has not been able to reasonably satisfy herself as to the results of her due diligence conducted thus far.

123.
Following further DD during the Extended Due Diligence Period, the second Email from SLB dated 26 December 2012 states:

We have taken our client’s instructions on this and would like to state that in order for us to satisfy ourselves in the course of our due diligence process, we would still require the clean and clear status of the IUP, regardless of whether MEMR requires the C&C status.

We understand that the BKPM approval is expected sometime in February 2013. In view thereof, we would like to request for an extension of the Due Diligence Period up to the end of February 2013.

Please revert to confirm as soon as possible. Thank you.

124.
To the Tribunal, these Emails suffice as written notices that the Claimant was not satisfied with the DD results. The fact of such written notices was not disputed by the Parties.
125.
However, under Clause 8.1(a) of the Framework Agreement, notice of non-satisfaction by the Claimant was not enough to stop the transaction from going ahead. She also had to act reasonably in being not satisfied. This is the real issue in dispute which the Tribunal has to determine.
126.
Before considering the reasonableness of the Claimant’s dissatisfaction with the DD, the Tribunal needs to address a preliminary issue which is whether the grounds for the Claimant’s non-satisfaction were limited to the "clean and clear" status of the IUP Exploration Licence (as the Respondents argue) or it also includes the other issues that the Claimant had raised with the Respondents in her first notice of non-satisfaction given earlier on 23 November 2012 such as PMA conversion application, forestry restriction, concession overlap and mandatory area reduction for production purposes (as the Claimant argues).
127.
The Tribunal agrees with the Claimant on this issue. Clause 8.1(a) of the Framework Agreement does not require the Claimant to give reasons for her non-satisfaction. It only requires her to act reasonably. The reasonableness of her action needs to be judged in the overall circumstances of the facts in existence at that time. While the correspondence in December 2012 was mainly focused on the "clean and clear" status of the IUP Exploration Licence, the Claimant had raised the other issues in November 2012. While Mr. Syed on behalf of the Respondents had given comprehensive explanations as to why the Claimant should not be concerned about those issues, those issues still remained as part of the risk profile of the Project. Before deciding whether to go ahead with the transaction, the Claimant was entitled to assess the Project as a whole and it was open for her to take into account these issues or risks to make her final business decision. The Tribunal is not satisfied that these issues could be deemed to have been resolved such that the Claimant could no longer take them into account in making her decision.
128.
Regarding the issue of reasonableness of the Claimant’s dissatisfaction, Clause 8.1(a) of the Framework Agreement clearly does not allow the Claimant to "get out of the deal" just because she wanted to for any reason or no reason. She could only "get out of the deal" if she was reasonable in not being satisfied with the DD results. The Tribunal therefore has to determine whether the Claimant was reasonable in deciding on 26 December 2012 that she had not been satisfied with the DD. This needs to be determined by taking into account all the relevant circumstances, including the "clean and clear" status and other issues that she had raised earlier.
129.
Regarding the "clean and clear" status of the IUP Exploration Licence, the Respondents argue that because the Information Booklet was not part of the Framework Agreement, the Claimant is not allowed to have reference to it. The Tribunal does not agree with this argument. The Claimant is not relying on the Information Booklet as part of the terms of the Framework Agreement. She only relies on it to show that the DD process has revealed something different from her previous understanding from the Information Booklet. Therefore, the fact that the IUP Exploration Licence did not have "clean and clear" status on 26 December 2012, different from the Information Booklet, could be a relevant consideration for her decision.
130.
The Respondents then argue that it was unreasonable for the Claimant to rely on this issue when the Respondents had advised the Claimant, based on legal advice from an Indonesian law firm, that "clean and clear" status was not required by the MEMR as part of the PMA application process. However, on 26 December 2012, there was no conclusive evidence for the Claimant to be confident that this was indeed the case and that it would not prevent or delay the PMA application or cause other issues. No formal legal opinion from such Indonesian law firm had been provided by the Respondents to the Claimant at that time and even if it had been, it would not have been conclusive to the Claimant given that the Claimant had earlier received advice from both the Respondents and the Claimant’s Indonesian lawyers that the "clean and clear" status would be very important for the PMA application. Given the importance of this issue and in light of such conflicting sources of information, the Tribunal finds that this could be a reasonable cause for concern for the Claimant.
131.
Regarding the other issues such as overlap with other concessions or the forestry restrictions on the site, the lack of clarity about the PMA conversion process (due to the Claimant not being provided with a copy of the PMA application) and even the mandatory area reduction from 50,000 hectares to 15,000 hectares for production purposes, the Tribunal is of the view that all these issues formed part of the business or the risk profile of the Project, potentially creating concerns for a buyer such as the Claimant, whether due to the uncertainties in negotiating with the two Indonesian companies holding the overlapping forestry concessions or the application for mining permits in the future or the uncertainty with the PMA conversion process or the mandatory reduction in area. In the Tribunal’s view, the explanations by the Respondents did not make these issues go away. As they potentially could have negative impact on the Project, the Claimant was entitled to take them into account in deciding whether or not she should be satisfied with the DD results.
132.
Taking into account all such circumstances, the Tribunal is of the view that the Claimant was acting reasonably in not being satisfied with the results of the DD in both November and December 2012, thus entitling her for a repayment of the Advance plus interest pursuant to the Framework Agreement. The Claimant did not have much information about the Project, apart from the Information Booklet, before she paid the Advance. She had to rely on the information during the DD to make her final business decision. As the DD revealed a number of issues being causes for concern, it was reasonable for a buyer in the Claimant’s position to take into account those concerns and decide that the DD was not satisfactory. While another buyer might have decided to go ahead with the transaction notwithstanding such issues, it was reasonably open to the Claimant to make a different decision. Indeed, Mr. Stephen Sy gave evidence during the hearing that he believed that the Claimant was reasonable in not being satisfied with the DD. His argument, however, was that the Claimant had instead chosen to "stay in the game". This argument will be dealt with below.

B. Waiver or Estoppel

133.
The Claimant also relied on the Respondents’ alleged breaches of the undertakings in Clauses 7.1(a) and 7.1(c) of the Framework Agreement as grounds to demand the repayment of the Advance plus interest. The undertaking in Clause 7.1(a) is that PT Arton holds the sole legal, valid and proper title to the IUP Exploration Licence, The undertaking in Clause 7.1(c) is that PT Arton would be converted into a PMA by 10 February 2013.
134.
The Tribunal is not satisfied that the Respondents were in breach of the undertaking in Clause 7.1(a) that PT Arton holds the sole legal, valid and proper title to the IUP Exploration Licence. While the "clean and clear" status of the IUP Exploration Licence might have casted some doubts on the IUP Exploration Licence or the overlap with the forestry concessions may have created some uncertainties, in the Tribunal’s view, the Claimant has not shown that PT Arton did not hold the sole legal, valid and proper title to the IUP Exploration Licence. This ground therefore fails.
135.
However, the Tribunal is satisfied that there was a breach of the undertaking in Clause 7.1(c) because PT Arton was clearly not converted into a PMA by 10 February 2013. This therefore allowed the Claimant to demand the repayment of the Advance plus interest under Clause 8.3.
136.
In defence, the Respondents have argued that the Claimant, through hex- conduct and representation regarding her continuation with the Project, has waived her rights under the Framework Agreement and it would be inequitable to allow her to invoke such rights and demand repayment of the Advance. In making this argument, the Respondents rely on the conduct of the Claimant in actively participating in the work of PT Arton and the Project by discussing and appointing technical contractors to carry out the work, following up on payments the Respondents were asked to make for the Easter celebration for the villagers on the site, meeting with Mr. Heri Susanto and the Respondents to discuss the Project and offering to pay US$ 1,000,000.00 for the technical work on the site. All such conduct happened between the Claimant’s second notice of non-satisfaction with the DD results on 26 December 2012 and her first demand for the repayment of the Advance on 25 March 2013. Therefore, according to the Respondents, such conduct constituted a representation by the Claimant that she would continue with the Project by participating in the work, paying the remaining US$ 1,000,000.00 and foregoing her right to demand the repayment of the Advance plus interest which she would otherwise have been entitled to.
137.
The Claimant has pointed to Clause 20 and other clauses in the Framework Agreement to the effect that a failure or delay in exercising a right under the Agreement will not operate as a waiver thereof. While this provision is relevant, the Tribunal does not see it as determinative of the defence raised by the Respondents. The Tribunal considers it necessary to examine the conduct of the Claimant to decide whether the waiver defence by the Respondents has been made out.
138.
The Tribunal is not satisfied that the Claimant has, by her conduct, waived her right to claim the repayment of the Advance plus interest under the Framework Agreement for the following reasons.
139.
First, the Tribunal agrees with the Claimant that the Framework Agreement does not impose an obligation on her to make a demand for the repayment of the Advance plus interest following her written notice of non-satisfaction with the DD results, or even after there is a breach of an undertaking regarding the PMA conversion. In fact, under Clause 8.2, as the Claimant pointed out, Ms. Anita Hung becomes liable to repay the Claimant the Advance plus interest as soon as the Claimant gave her notice of non-satisfaction under Clause 8.1(a). The fact that the Claimant did not give a demand for the repayment with interest until late March 2013 does not operate as a waiver of her right, also in light of Clause 20 of the Framework Agreement on waivers.
140.
Secondly, the Tribunal is not satisfied that the actions of the Claimant in participating in the Project between January 2013 to March 2013 constituted a representation by her that she was willing to (i) put aside her non-satisfaction with the DD results, (ii) proceed with the investment in any event and (iii) forego her right to demand the repayment of the Advance. While she suggested that she wanted to be involved in the work of PT Arton in her Email at 11.35pm on 26 December 2012, this needs to be read in the context that only half an hour earlier, at 11.08pm, the Claimant had indicated to Mr. Stephen Sy in her Email that she would not proceed if the issue of "clean and clear" status was not clear. Following this Email and for the next few months until March 2013, while Ms. Franslay actively participated in the Project, she also made it clear a number of times including in her 2 Emails at 6.49am and 9.17am on 30 January 2013 and that she would not want to proceed with making the payment under the Framework Agreement.
141.
The Tribunal agrees with the Claimant’s argument that until she is repaid the Advance, she has an interest in following the work of the Project to safeguard her prospective interest in the Project and therefore, her conduct was not inconsistent with her right to demand the repayment of the Advance plus interest from the Respondents. Her actions in following up with the contractors or payments to the villagers, apparently in an attempt to avoid the risk of cancellation of the IUP Exploration Licence, were explicable in that light. Of course it was open to the Claimant at any time to put aside her non-satisfaction with the DD outcome and proceed with the investment by paying the US$ 1,000,000.00 to Ms. Anita Hung under the Framework Agreement and waive her right to demand the repayment of the Advance plus interest. However, the Tribunal is not satisfied that she did so in this case. Even when the Claimant gave the Respondents a proposal to extend the Due Diligence Period on 5 April 2013, this did not constitute a waiver on her part. In fact, by this proposal, the Claimant suggested that she still had the right to demand the repayment of the Advance plus interest but was prepared to put it aside for some more time if the Respondents countersigned the proposal. As mentioned above, the proposal was not countersigned by the Respondents. For this reason, the Tribunal considers it unnecessary to decide whether the communication from the Claimant on 5 April 2014 was "without prejudice".
142.
Finally, the Tribunal does not consider the alleged conspiracy by the Claimant and Mr. Heri Susanto to oust the Respondents from the Project relevant to the issues at hand. These events took place quite some time after the Claimant delivered her demand for repayment of the Advance plus interest in late March 2013 and should not be considered in determining whether the Claimant had the right to make the demand at that time.
143.
In conclusion, the Tribunal finds that the Claimant did not waive and is not estopped from demanding the repayment of the Advance plus interest under the Framework Agreement.
144.
Regarding interest, pursuant to Clauses 8.2(a), 8.3 and 8.4 of the Framework Agreement, the Claimant is entitled to interest at the rate of (i) 6% per annum from the date of disbursement of the Advance (12 October 2012) until the day its repayment was due as demanded by the Claimant (15 June 2013); and 7% per annum from the due date of the Advance repayment (15 June 2013) until the date of actual repayment.

C. The Costs of the Arbitration

145.
Pursuant to Article 40 of the UNCITRAL Rules, the Tribunal is to "fix the costs of the arbitration in the final award", the costs of which includes, inter alia, the Tribunal’s fees and expenses, the SIAC’s administrative fees and expenses, and the Parties’ legal costs.
146.
As far as the Tribunal’s fees and expenses are concerned, paragraph 12 of the SIAC Practice Note on Case Administration, Appointment of Arbitrators & financial Management for Cases under the UNCITRAL Rules 2010 (1 September 2013) ("Practice Note"), provides that:

In lieu of Articles 41 and 43 of the UNCITRAL Rules, the financial management of the arbitration administered by the SIAC includes'-

a. fixing of Tribunal’s fees and other terms of appointment;

b. regular rendering of accounts;

c. collecting deposits towards the costs of the arbitration; and

d. processing the Tribunal’s fees and expenses.

147.
In addition, paragraph 21 of the SIAC Practice Note provides that "[t]he costs of arbitration specified in Article 40 of the UNCITRAL Rules shall include SIAC’s administrative fees and expenses."
148.
Pursuant to the above provisions, the SIAC has fixed the Tribunal’s fees and expenses, and the SIAC’s administrative fees and expenses as follows:
Tribunal's Fees & ExpensesSGD
Dr Dang Xuan Hop
Dr Dang's Arbitrator's Fees 107,230.54
Dr Dang's Expenses 8,318.55
VAT (10%) 11,554.91
TOTAL ARBITRATORS' FEES & EXPENSES127,104.00
SIAC Administration Fees & Expenses
Administration Fee 24,813.40
GST on Administration Fee (7%) - Claimant's share only 868.46
SIAC Expenses + GST 7% 663.40
TOTAL SIAC ADMINISTRATION FEES & EXPENSES26,345.26
TOTAL COSTS OF ARBITRATION153,449.26
149.
Regarding the Parties’ legal costs, the Tribunal notes that under Clause 6.1(e) of the Framework Agreement, Ms. Anita Hung, Bel Trade and Ms. Sandy Sy (as guarantors) agreed "to indemnify [Ms. Franslay] immediately on demand against any cost (including legal costs on a full indemnity basis), loss or liability suffered or incurred by [Ms. Franslay] arising from or in connection with a breach by any Party (other than [Ms. Franslay]) of any terms and conditions of this Agreement, including any cost [Ms. Franslay] may incur in enforcing, or attempting to enforce, her rights under the Guarantee". The Tribunal also notes that under Clause 9.3, Mr. Stephen Sy represents, warrants and undertakes that Ms. Anita Hung will fulfil her obligations under the Framework Agreement.
150.
In accordance with Article 42(1) of the UNCITRAL Rules, the Tribunal has wide discretion in deciding on the apportionment of the Tribunal’s fees and expenses, the SIAC’s administrative fees and expenses, and the Parties’ legal costs.
151.
In light of the above, and given the findings of the Tribunal in the previous sections, the Tribunal decides that Ms. Anita Hung, Bel Trade, Ms. Sandy Sy and Mr. Stephen Sy are to bear (i) the Tribunal’s fees and expenses and SIAC’s administrative fees and expenses as specified in paragraph 148 above in the amount of S$ 153,449.26, and (ii) the Claimant’s legal costs, with quantum to be taxed pursuant to Section 21 of the Singapore International Arbitration Act (Cap. 143A), except for legal costs in respect of the Challenge, which will be dealt with below. For the avoidance of doubt, the Claimant shall be entitled to be reimbursed by Ms. Anita Hung, Bel Trade, Ms. Sandy Sy and Mr. Stephen Sy such amount that the Claimant has paid (from deposits held by the SIAC) as the Tribunal’s fees and expenses and SIAC’s administrative fees and expenses, less any amount that the Claimant may receive by way of refund from the SIAC.

The Costs of the Challenge

152.
One final matter that this Tribunal has been asked to decide is the application by the Claimant for the costs related to the Challenge as set out in the Claimant’s letter of 19 October 2015. The Respondents objected to this cost application in their letter dated 25 November 2015. This relates to the costs claimed by the Claimant in defending the Challenge made by the Respondents on 30 May 2014 against the previous Tribunal in this arbitration. The Challenge was dismissed by the President on behalf of SIAC in accordance with Article 13(4) of the UNCITRAL Rules on 24 October 2014. The Claimant has made an application to recover from the Respondents S$ 38,000.00 as party to party legal costs plus disbursements and some other costs regarding this Challenge in the amount of over S$ 11,000.00.
153.
As the Challenge was dismissed, this Tribunal finds that the Claimant is entitled to recover the costs from the Respondents for the Challenge on the "costs follow the event" basis. However, the Tribunal is of the view that for a challenge of this nature, a cost amount of S$ 20,000.00 would be reasonable compared to S$ 49,000.00.

IX. DECISION

154.
Accordingly, the Tribunal decides as follows.
155.
Mr. Sy Chin Mong Stephen, Ms. Hung May Yee Anita, Ms. Sy Wai Shan Sandy and Bel Trade Investment Holdings Limited shall pay the Claimant:

(i) US$ 4,000,000.00 (four million United States Dollars);

(ii) Interest on the sum of US$ 4,000,000.00 at 6% per annum from 12 October 2012 to 15 June 2013;

(iii) Interest on the sum of US$ 4,000,000.00 at 7% per annum from 15 June 2013 to the date of payment;

(iv) Mr. Sy Chin Mong Stephen, Ms. Hung May Yee Anita, Ms. Sy Wai Shan Sandy and Bel Trade shall bear the full amount of the Tribunal’s fees and expenses and the SIAC’s administrative fees and expenses in the amount of S$ 153,449.26. The Claimant shall be entitled to be reimbursed by Mr. Sy Chin Mong Stephen, Ms. Hung May Yee Anita, Ms. Sy Wai Shan Sandy and Bel Trade such amount that the Claimant has paid (from deposits held by SIAC) as the Tribunal’s fees and expenses and the SIAC’s administrative fees and expenses, less any amount that the Claimant may receive by way of refund from SIAC; and

(v) The Claimant’s legal costs on a full indemnity basis, except for in connection with the Challenge, with quantum to be taxed pursuant to Section 21 of the Singapore International Arbitration Act (Cap. 143A);

(vi) S$ 20,000.00 in costs in connection with the Challenge.

156.
All other claims are dismissed.
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