HKIAC Award, a Deputy General Manager's Signature and Public Policy

Under the Mainland-Hong Kong Arrangement, a party may apply to the intermediate people's court of the place where the debtor is domiciled or where its property is located. Jinghai is domiciled in Shanghai and has assets there, so the Shanghai Intermediate People's Court has jurisdiction. The application period is two years. For an arbitral award, the period generally runs from the date the award takes effect or from the date specified for performance; where the award sets no performance period, it runs from the date the award is made. The award was issued in 2024 and the application was filed in March 2025, well within two years. Jinghai's assertion that 14 months makes the application late is therefore wrong. The court should also check the formal requirements: the application, the original or certified copy of the award, the arbitration agreement, and proof of service. If those are in order, the court should proceed to the limited review of the grounds for refusal rather than dismissing the application as out of time.

The court's review is limited to the grounds in the Arrangement; it does not review the merits. The validity of the arbitration agreement is determined by the law chosen by the parties or, absent choice, by the law of the seat. Here the seat is Hong Kong and Hong Kong law governs. Under Hong Kong law, a company may be bound by an agreement signed by an officer with apparent authority, and internal board-approval requirements generally do not defeat a bona fide counterparty unless it knew or ought to have known of the restriction. The deputy general manager's signature on a commercial sales contract, coupled with Jinghai's participation in the arbitration, points strongly to authority. In any event, if Jinghai participated in the arbitration and did not object to jurisdiction at the first opportunity, it has waived the objection. The court should also consider whether Jinghai has proved that the signatory lacked authority under its constitutional documents and that Kowloon knew of that lack. A bare assertion of missing board approval is insufficient.

The public-policy exception is interpreted narrowly. It is not enough that the award applies Hong Kong law, reaches a result different from what a mainland court would reach, or enforces a penalty clause that a mainland court might adjust. The court does not review the merits or the correctness of the tribunal's legal reasoning. Refusal is justified only where enforcement would violate the basic principles of mainland law, sovereignty, security or social public interests. A contractual penalty or interest award in an international commercial dispute does not ordinarily meet that threshold. The tribunal applied the law chosen by the parties, as the contract permitted. If Jinghai argues that mainland mandatory rules apply, it must identify a rule whose application is so fundamental that the award's result is intolerable, not merely that mainland law would have produced a different outcome. On these facts the public-policy objection should fail, and the court should recognise and enforce the award, including the interest and the tribunal's costs as determined.