English Court of Appeal Upholds Interpretation of Arbitral Award: Dispositive Section Prevails Over Analysis Provisions

In <span class="news-text_italic-underline">Nigeria LNG Ltd v Taleveras Petroleum Trading DMCC [2025] EWCA Civ 457</span>, the Court of Appeal upheld a Commercial Court decision and ruled that a final dispositive section of an arbitral award was plainly intended to be a self-contained statement of the relief being granted by the tribunal. The Commercial Court had been correct to find there was nothing to suggest that what appeared in a paragraph in its "Analysis" section should “augment” what was set out in the dispositive section. Thus, the indemnity contained in the dispositive section of the award (headed “Award”) was enforceable and not contingent on matters referenced in earlier sections.

The underlying arbitration concerned an unperformed sales contract between the award creditor (Televeras) and the award debtor (NLNG), in which Televeras was awarded lost profits. The award's dispositive section also required NLNG to indemnify Televeras for any amounts it was found liable to pay in arbitrations brought by Televeras' on-sale buyers. In the Commercial Court, before HHJ Pelling KC, NLNG argued unsuccessfully that it was a condition precedent of the indemnity that the tribunal in those arbitrations should endorse its award to confirm the application of the indemnity, as required by paragraph 607 of the award's "Analysis" section, which stated:

<p class="news-text_emphasize">“The Tribunal further orders that … any eventual enforcement of this indemnity be subject to the endorsement of [the tribunal in the third-party arbitrations] as to its applicability in the context of any award and, in particular, any consent award, made in … those proceedings.”</p>

Giving the leading judgment upholding the lower court's interpretation of the award, Phillips LJ held, inter alia, that:

• The award's dispositive section contained a carefully drafted set of orders, arranged in a logical order. It was plainly intended to serve the same purpose as a court order following a reasoned judgment and to be a self-contained and comprehensive statement of the relief granted.
• The lower court’s approach to the interpretation of the award was unimpeachable. Considering the nature of the arbitration and the arbitrators' qualifications, the judge rightly regarded the clear structure of the award, with a final dispositive section containing distinct orders, as the starting point. However, he also recognised that paragraph 607 of the award and any inferences to be drawn from it might lead to a different conclusion. Accordingly, the judge examined that paragraph to see if “in context, it augmented the orders in the [dispositive section]”, finding that it did not.
• Although paragraph 607 referenced “further orders”, it did not address subject matter omitted from the dispositive section. There, the issue of endorsement was expressly addressed but limited to the case of an award by consent. While earlier parts of the award were an aid to construction, there was no basis for expanding that requirement to all cases. The two provisions were simply inconsistent and the dispositive section prevailed.