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　　The Appellant rejected 3,810,578 tonnes of the sulphur for incorrect specification of the same supplied.  It claimed the return of the balance of the purchase price in the sum of US$ 2,953,198 in respect of the rejected sulphur.

　　Parties submitted their dispute before a tribunal of an arbitral body in the Mainland. The tribunal made a final award in favour of the Appellant, ordering that:

　　(a)The Appellant shall return 3,810.578 tonnes of sulphur to the Respondent;

　　(b)The Respondent shall return US$ 2,953,198 (being the transaction payment received) to the Appellant;

　　(c)The Respondent shall pay damages as well as miscellaneous fees and costs incurred by the Applicant, plus interest (for late payment, if applicable);

　　The Respondent’s position was that repayment of the balance of the purchase price and payment of the other sums under items (b) and (c) above were conditional upon the return of the rejected sulphur to the Respondent “in the same status and quality” as and when the same was delivered to the Appellant.

　　In response to the Respondent's written application and enquiries, the arbitral body issued three letters (“the Arbitral Body’s Letters”), the first two being the arbitral body’s confirmation of the Respondent’s interpretation of the award, with the third stating the tribunal’s view that the first two were “supplementary explanations” of the award and formed part of it.

　　Neither the Respondent’s letters requesting clarification with a view to the production of a supplemental award nor the arbitral body's responses contained in the second and third of the Arbitral Body’s Letters were copied to the Appellant.  The Appellant disagreed with the Respondent’s interpretation of the award and sought leave to enforce items (b) and (c) of the award in Hong Kong. This was opposed by the Respondent who also applied for leave to enforce item (a) of the award. The judge in the Court of First Instance ruled in favour of the Respondent.  Then, the Appellant appealed to the Court of Appeal.

　　II.Issues

　　1.Whether, as a matter of award recognition, the court should “enter judgment in terms of the award, order or direction”, having regard to s. 2GG(1) of the Arbitration Ordinance (Cap.341) (repealed) (“Arbitration Ordinance”)? (“Issue 1”)

　　2.Whether the obligations stated in items (b) and (c) above be conditional or dependent on item (a), in light of the wording of the award and the obligation of the enforcing court? (“Issue 2”)

　　3.Whether the obligations under item (a) were independent of those under item (b) under the law of restitution? (“Issue 3”)

　　4.Whether the Arbitral Body’s Letters constituted a supplemental or additional award pursuant to Article 56 of the Arbitration Law of the PRC (“Arbitration Law”) and / or the relevant provision of the Arbitration Rules of the arbitral body in the Mainland? (“Issue 4”)

　　5.Whether the questions about the validity of the Arbitral Body’s Letters should have been dealt with by the relevant court in the Mainland, not the enforcement court in Hong Kong? (“Issue 5”)

　　III.Analysis

　　Issue 1

　　Citing authorities holding that award enforcement should be “almost as a matter of administrative procedure” and that there is an important policy interest in ensuring the effective and speedy enforcement of arbitration award, the court held that it should respect the plain intent of the award in question and the court is not entitled to go behind the award by exploring the reasoning of the tribunal or second-guessing its intention. Therefore, under s.2GG(1) Arbitration Ordinance, an award entered as a judgment had to be entered “in terms of the award” at the award recognition stage.

　　Issue 2

　　The court was of the view that, the Arbitral Body’s Letters aside, it was plain that the award did not say that payment obligations under items (b) and (c) were conditional or dependent on those under item (a). Thus, in the context of enforcing items (b) and (c) by means of entering a judgment “in terms of the award”, no such condition should be imposed. To do otherwise would be to alter, rather than to enforce, the award. By the same token, there was no justification for imposing the further condition as to the status and quality of the sulphur.

　　Issue 3