The Hong Kong Arbitration Ordinance (Cap. 609) is largely based on the UNCITRAL Model Law on International Commercial Arbitration (including its amendments). The AO aims at facilitating the fair and speedy resolution of disputes by arbitration without unnecessary expense. It is based on two fundamental principles: maximum party autonomy and minimum court intervention.
2025 was a busy year for the Court of First Instance, which rendered numerous decisions in arbitration-related court proceedings – too many to cover them all. We have therefore chosen some aspects of a selection of cases which we consider of specific interest. In these cases, the CFI addressed a diverse range of issues, such as giving proper notice of arbitrations, arbitral jurisdiction, anti-suit relief in the insolvency context, challenges to arbitrators, whether declaratory relief can bind non-signatories, appeals on a question of foreign law, and interim measures in aid of arbitrations and enforcement.
Underpinning Hong Kong’s status as a leading arbitral seat, these cases highlight the courts’ pro-arbitration attitude, their robust approach toward enforcing arbitration agreements and awards, and how the courts provide support to arbitrations in Hong Kong and abroad.
Service of notice of arbitration by SMS can be valid
In CCC v AAC [2025] HKCFI 2987, a borrower (AAC) sought to set aside an order granting a licensed Hong Kong moneylender (CCC) leave to enforce an award issued under the Hong Kong Arbitration Society Online Arbitration Rules.
AAC borrowed fundsin July 2024 under Loan Agreements and Supplemental Loan Agreements. The latter contained a one‑sided arbitration clause, giving CCC the exclusive option to choose HKAS online arbitration. CCC commenced arbitration on 16 October 2024 and obtained an award on 4 November 2024. CCC obtained leave to enforce the award on 14 November 2024. AAC sought to set aside enforcement on grounds of invalid arbitration agreement, lack of proper notice and inability to present its case, public policy, and that it would be just to refuse enforcement.
The CFI dismissed the application, upholding enforcement. But the CFI expressed significant concerns about procedural practices in online arbitrations involving consumer‑type moneylending transactions. These points are noteworthy:
- AAC alleged that it did not receive the critical SMS with the Notice of Arbitration. However, notice by SMS is valid under the HKAS Rules. The system evidence showed that the SMS was successfully delivered and AAC received subsequent SMSs from HKAS and WhatsApp reminders from CCC.
- AAC argued that it was unable to present its case because the arbitration was conducted at “abnormal lightning speed”. The CFI held that the HKAS Rules intentionally operate on compressed timelines (7 days to respond; award within 7 days thereafter). Speed alone was not a denial of due process and AAC chose not to log in or contact HKAS, and his non‑participation was his own decision.
- While AAC’s application was dismissed, the CFI highlighted structural issues affecting fairness in online moneylending arbitrations. Given the inherent risk in SMS‑only notices, tribunals should proactively verify that non‑participating borrowers have actually received and understood the Notice of Arbitration. Best practice requires tribunals to check whether a non‑participating respondent actually received and understood the Notice of Arbitration before proceeding ex parte.
- The CFI awarded costs to CCC on a party and party basis instead of the usual indemnity basis for unsuccessful applications. This was because CCC had failed to provide the supplemental agreements when AAC requested “the contract”, which the CFI considered a serious omission.
The CFI granted leave to appeal as to whether service of a Notice of Arbitration by SMS satisfies the requirement of proper notice either at all or in the context of consumer arbitration ([2025] HKCFI 5023). The CFI considered that a decision of the Court of Appeal on this question of general principle would be to the public advantage.
Court affirmed principles of giving proper notice of Hong Kong arbitrations
In CC v AC [2025] HKCFI 855, the Plaintiff (P) obtained an AIAC award, requiring the Defendant (D) to pay costs. P then obtained leave from the CFI to enforce the award in Hong Kong. D sought to set aside leave under section 86(1)(c) AO. D argued that it had not received notice of the arbitration or appointment of the arbitrator, and that enforcement would violate public policy. The CFI dismissed D’s application because D failed to prove that it was not given proper notice, and awarded indemnity costs to P. For a detailed report on this decision, see our post here.
CFI confirmed tribunal’s preliminary ruling on jurisdiction in multi-contract dispute
In XX, YY & Others v ZZ [2025] HKCFI 3089, the CFI dismissed an application by 10 Plaintiffs (Ps) seeking to overturn a tribunal’s preliminary ruling on jurisdiction under Article 16(3) Model Law (adopted under section 34(1) AO), with indemnity costs to the Defendant (D).
D, an Australian investor, held preferred shares in a complex VIE-structured PRC business. All 10 Ps were group companies in the VIE corporate group. The first Share Purchase Agreement (2017 SPA) governed D’s original subscription. It included all 10 Ps as warrantors and an HKIAC arbitration clause. The second SPA (2021 SPA) was made only between the Company, P2 and D. It governed repurchase mechanics for the exit and contained its own HKIAC arbitration clause.
The dispute arose from D’s exercise of a put option in August 2021, expressly under the 2021 SPA and another agreement. The Company and P2 failed to repurchase. D commenced an HKIAC arbitration against all Ps.
Ps objected to the tribunal’s jurisdiction over D’s five claims which Ps asserted arose out of or under the 2017 SPA. On 10 October 2024, the tribunal dismissed Ps’ jurisdictional objection.
Ps applied to the CFI in November 2024 to set aside the tribunal’s decision with regard to three of D’s claims. They argued that the “centre of gravity” of the disputed claims was the 2021 SPA.
The CFI’s task was the construction of the 2017 arbitration clause which governed the tribunal’s jurisdiction. The hearing before the CFI was de novo and the CFI was not bound by or limited to the tribunal’s findings or the evidence adduced before the tribunal.
The CFI held that held that D’s claims in the arbitration fell within the 2017 arbitration clause and the arbitration was properly commenced. The 2017 SPA was the centre of gravity of the dispute and the contract most closely connected with the claims for breach of warranty and indemnity. This was because the true substance of D’s claims in relation to the put option was the alleged breach of warranties in the 2017 SPA and a claim for indemnification from all Ps for the damage suffered by D when the Company failed to purchase the shares. Further, only the 2017 SPA contained warranties and indemnities given by all Ps, whereas the 2021 SPA involved only three parties. It therefore could not be said that by executing the 2021 SPA, the parties must have intended to replace the 2017 SPA and that the 2021 SPA was to govern all aspects of disputes arising under the 2017 SPA.
The CFI noted that fragmenting the Company’s and P2’s liability under the indemnities (2017 SPA) from their primary liability for alleged breach of the 2021 SPA would be unnecessary and undesirable. Given P3-P10 were not parties to the 2021 SPA arbitration clause, a fragmentation would create the risk of inconsistent findings and waste of time and costs.
Court granted stay applications of non-signatories in favour of arbitration
In Techteryx Ltd v Legacy Trust Company Ltd and Others [2025] HKCFI 665 and [2025] HKCFI 787, the CFI granted applications by non-parties to the arbitration agreement for a stay in favour of arbitration under Article 8(1) Model Law (adopted under section 20(1) AO).
The decisions confirm that a dispute between a non-signatory and a party to an arbitration agreement must be referred to arbitration if there is a prima facie or plainly arguable case that the dispute is subject to an arbitration agreement providing for Hong Kong arbitration that binds both parties. It will then be for the tribunal to determine whether it has jurisdiction. If the tribunal affirms jurisdiction, it will determine the dispute, but its decision on jurisdiction is subject to a de novo review by the courts. If the tribunal declines jurisdiction, its decision is not open to court review and the dispute will have to be resolved in court.
For a detailed report on these decisions, see our post here.
Court refused anti-suit injunction to restrain Cayman winding up proceedings
Hyalroute Communication Group Limited v Industrial and Commercial Bank of China (Asia) Limited [2025] HKCFI 2417 (CFI); [2025] HKCA 936 (CA) concerned applications in Hong Kong for an anti-suit injunction to restrain a creditor from presenting a winding up petition in the Cayman Islands.
The Plaintiff (P), a Cayman‑incorporated guarantor, owed a debt to the Defendant (D) under a Term Facility Agreement with an HKIAC arbitration clause. D served a Cayman statutory demand on P, requiring P to pay the debt within 21 days, failing which D could present a winding up petition against P in Cayman. P then sought an ASI in Hong Kong to restrain D from presenting a petition.
The CFI dismissed P’s application. P appealed and applied to the Court of Appeal (CA) for an interim ASI pending its appeal. The CA dismissed P’s renewed application. Both courts held that merits are relevant where an ASI is sought to restrain insolvency proceedings.
The broad arbitration clause required disputes to be “finally resolved” by arbitration. The CFI held that Cayman winding up proceedings did not finally resolve the underlying debt; they only determined the threshold question of whether the debt was bona fide disputed. Based on Cayman authorities and the Privy Council’s decision in Sian Participation,[1] winding up proceedings did not give rise to res judicata and therefore did not breach the arbitration clause.
While not relevant to contractual ASIs, the merits of an applicant’s defence to a debt are relevant in the insolvency context. The CFI noted the divergent positions under Hong Kong law and English law: winding up proceedings in Hong Kong will be stayed in favour of arbitration unless there is abuse (per the principle in Re Guy Lam, which also applies to arbitration agreements, see our post here),[2] whereas English law requires the debtor to show a bona fide dispute on substantial grounds to justify the creditor going through arbitration (per Sian Participation).
The CFI found P’s defence hopeless and frivolous. In a nutshell: as the transaction involved political and commercial risks of investing in Myanmar, D took out an insurance to protect itself from default. The TFA provided that if P applied to D to seek recourse under the insurance for a default caused by a covered risk, P’s guarantor obligations would be suspended in relation to such default. However, P’s guarantee obligations were not suspended because it never properly applied to D (in any event, P’s obligations would no longer have been suspended because the insurance had been terminated for non‑payment of premiums).
In considering P’s renewed application for an ASI, the CA had to consider whether D had shown a real prospect of success on appeal. Unlike the CFI, the CA accepted that P’s ground of appeal against the CFI’s construction of “finally resolved” in the arbitration clause was reasonably arguable. But this alone was insufficient for granting interim relief. And the CA agreed that the merits of P’s defence were relevant and that P’s defence was hopeless. P had therefore no reasonably arguable appeal on the merits and failed to satisfy the threshold for an injunction.
Court dismissed challenge against presiding arbitrator for alleged bias
In CNG v G and Another [2025] HKCFI 3598, the Applicant (A) sought to remove the Presiding Arbitrator (PA) in an arbitration under the HKIAC Rules for alleged bias and to set aside a partial final award. The CFI dismissed both applications and ordered A to pay the costs of the Respondents (R) on the indemnity basis.
Background
The dispute arose from a long‑running HKIAC arbitration between A and Rs, involving a JV operating a mining project. The arbitration began in November 2020 and produced four partial final awards. A had failed to comply with the tribunal’s interim measures, repeatedly challenged awards, and resisted enforcement in Hong Kong and the BVI.
A applied to HKIAC on 10 July 2024 to remove the PA under Article 12 Model Law (adopted under section 25 AO). A relied on the ground that at a hearing on 25 June 2024, the PA demonstrated conduct which a fair-minded and informed observer would conclude gave rise to justifiable doubts as to his objectivity and impartiality. A alleged that the PA made unbalanced and unfair comments about A, predetermined issues in Rs’ favour and disregarded due process. A alleged a pattern of conduct, the events of that hearing were not isolated, and the PA had fallen asleep for significant periods on numerous hearing days (which alone created a perception of a lack of apparent justice and fairness).
HKIAC dismissed the challenge as it was not satisfied that the grounds for challenge had been made out. It also held that any challenge concerning the PA’s conduct before 25 June 2024 had been waived under the HKIAC Rules. This is because such conduct fell outside the 15 days within which a party aware of the relevant circumstances was required to serve notice of its challenge.
A then applied to the CFI under Article 13(3) Model Law (adopted under section 26 AO) to decide on the challenge. The CFI, deciding de novo, dismissed the challenge, finding no justifiable doubts as to the arbitrator’s impartiality.
The CFI held that A had waived most complaints under the HKIAC Rules because A knew of the alleged conduct well before 25 June 2024 but continued participating in hearings without objection. P could therefore only rely on events on 25 June 2024.
The PA’s alleged sleeping
The assessment in the context of a challenge was whether the PA’s conduct created a real risk that his decision would be biased, or creates justifiable doubts as to his impartiality, to warrant his removal. Assuming the truth of the complaints, the CFI did not consider that the fair-minded and informed observer would infer from the fact that the PA had fallen asleep, for intermittent periods of 15 minutes in total during a 2-day hearing, that there was a real possibility of bias on the PA’s part.
First, the incidents occurred when Rs’ counsel made submissions on Rs’ costs for their interim measures application. These incidents did not give rise to “any meaningful period of lack of attention” by the PA which would lead an objective observer to conclude that there was a real possibility that the PA was biased. Second, A did not complain at the hearing, suggesting it did not consider the issue material. Third, the PA is experienced in arbitration which was another factor the fair-minded and objective observer would take into consideration. Fourth, that the PA was asleep cannot by itself mean that he was partial and had shut his mind to A’s case.
The PA’s alleged hostility
A complained that the PA expressed adverse views on A’s conduct, commented on the merits of A’s claims, and characterised a newly raised claim by A as “tit‑for‑tat”. The CFI, having read the transcripts, held that arbitrators were entitled to express preliminary views, test counsel’s arguments, and manage the process. Robust comments did not equal bias. The PA’s statements were rooted in the long procedural history, A’s repeated non‑compliance with awards, and the evidence already determined on key issues. No fair‑minded observer would conclude that the PA’s mind was closed or biased.
A’s challenge was heard and determined by the CFI together with its application to set aside the fourth partial final award issued in August 2024. A’s application was based on the grounds of inability to present its case, improper tribunal composition, and public policy. P argued that the award should be set aside because it was issued when there were justifiable doubts as to the PA’s independence and impartiality. A accepted at the hearing that the setting aside application was parasitic to its challenge against the PA so that if the challenge failed, the setting aside application likewise fell away.
The CFI also dismissed the set-aside application. As A’s challenge had failed, its set‑aside application necessarily also failed.
Declarations in award can bind non-signatories who have undertaken to be bound by arbitral outcome
In C1 & Others v IBS [2025] HKCFI 227, the Plaintiffs (Ps) sought to set aside an award made in a Hong Kong arbitration on grounds of lack of jurisdiction, inability to present their case, and public policy. The CFI dismissed Ps’ application, granted enforcement, and awarded indemnity costs to the Defendant (D).
The dispute arose out of a long‑running JV dispute relating to a publishing venture originally structured under a suite of “2007 Agreements”.
In its award, the tribunal declared that transfers of shares to three entities who were not a party to the 2007 Agreements and arbitration agreement therein were invalid. One of the issues raised by Ps was whether the tribunal had jurisdiction to make such declarations. The CFI held that the declarations could extend to these entities because they had voluntarily given undertakings to the court in related winding‑up proceedings to be bound by the determination in the arbitration under the 2007 Agreements. As to the alleged inability of these entities to present their case, the CFI found that it was for them to decide whether to apply to be joined in the arbitration, or to make submissions, but they chose not to do so. The declarations were therefore made within the tribunal’s jurisdiction and valid.
Appeals on a question of law are not limited to Hong Kong law
Section 6 of Schedule 2 to the AO allows parties to appeal to the CFI on a question of law arising out of an award where their arbitration agreement expressly states that section 6 shall apply.
In CI v IU [2025] HKCFI 4397, the CFI dismissed an application by the Plaintiff (P) for leave to appeal an award under section 6.
The dispute arose from a voyage charterparty between the Defendant (D) as owner and P as charterer. The charterparty was part of a chain of charterparties, governed by English law, and provided for arbitration in Hong Kong under the 2021 terms of the Hong Kong Maritime Arbitration Group. When P failed to provide cargo, D was unable to perform upstream obligations, resulting in a cascade of losses through the charterparty chain. D commenced arbitration against P. The tribunal found P in repudiatory breach of the charterparty and awarded damages to D.
P sought leave to appeal, arguing the tribunal erred in awarding certain losses to D. The CFI refused leave, holding that none of the statutory tests under section 6 was met.
One of D’s arguments against P’s application was that the Hong Kong courts could not hear appeals on a question of law where the governing law was a foreign law. The CFI rejected this argument, finding that “question of law” is not limited to Hong Kong law and foreign law issues can still give rise to appealable questions of law. By contrast, in England, where parties can opt-out from an appeal on a question of law, the English Arbitration Act expressly limits questions of law for an English court to a question of English law.
Court appointed receivers and continues worldwide freezing orders in aid of enforcement
In Zhou Hui Ming v Noxin New Energy Technology (Nantong) Co Ltd & Others[2025] HKCFI 1503, the Applicant (A) obtained interim measures in aid of enforcing four awards issued by the Shanghai Arbitration Commission against two respondents (Rs) in Hong Kong. The CFI continued worldwide Mareva injunctions, granted a “Chabra” injunction freezing assets of a third party individual (Interested Party), and appointed interim receivers over the assets of Rs and the Interested Party:
- The CFI found that Rs (i) failed to disclose material information relating to security interests, (ii) disposed of and transferred property and corporate vehicles, (iii) made incomplete and misleading asset disclosure, (iv) failed to cooperate with court‑appointed special managers, (v) made unsubstantiated refinancing assertions, and (vi) repeatedly failed to compliance with statutory and court‑ordered obligations. Taking all facts and factors into consideration, the CFI found, on balance, a genuine risk of dissipation. Hence, the balance of convenience was in favour of granting the Mareva injunctions.
- The CFI granted a Chabra injunction over shares in key holding companies held in the name of Interested Party. The CFI had good reason to suppose that the Interested Party acquired the shares without consideration and was holding them on behalf of the second debtor.
- The CFI appointed interim receivers over Rs’ assets and the shares held by the Interested Party. The CFI found persistent inadequacies and inaccuracies in Rs’ asset disclosure, insufficient transparency as to the value of R1’s main assets, and heavily qualified audited financial statements. The CFI considered that on the existing evidence, the Mareva injunctions were insufficient to preserve Rs’ assets for enforcement. The appointment of receivers was therefore warranted to give A sufficient protection.
Court granted interim measures in aid of a foreign ICDR arbitration
In Company A and another v Company C [2024] HKCFI 3505, the CFI granted interim measures in aid of an foreign-seated ICDR administered arbitration. The CFI held that it would best facilitate the tribunal if the status quo were preserved. The CFI granted an injunction restraining the Defendant (D) from transferring its assets to its shareholder or associated entities, and a worldwide Mareva injunction restraining D from disposing of its assets up to around USD 55.5 million. For a detailed report on this decision, see our post here.
[1] Sian Participation Corp (In Liquidation) v Halimeda International Ltd [2024] UKPC 16.
[2] Re Guy Kwok-Hung Lam [2023] HKCFA 9.
