Nigeria LNG Limited v Taleveras Petroleum Trading DMCC [2025] EWCA Civ 457

[2025] EWCA Civ 457Case No CA-2024-001909
IN THE COURT OF APPEAL (CIVIL DIVISION)
[2024] EWHC 1847 (Comm)
ON APPEAL FROM THE BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
COMMERCIAL COURT (KBD)
HIS HONOUR JUDGE PELLING QC, SITTING AS A JUDGE OF THE HIGH COURT
Venue Royal Courts of Justice, Strand, London, WC2A 2LLDate 16 April 2025
Before
LORD JUSTICE PHILLIPSLORD JUSTICE WARBYLORD JUSTICE ZACAROLIClaim No.CL-2024-000011
Between
NIGERIA LNG LIMITEDAppellant-and –
Between
TALEVERAS PETROLEUM TRADING DMCCRespondentClaim No.CL-2024-000117RespondentAnd between:RespondentTALEVERAS PETROLEUM TRADING DMCCRespondent-and –NIGERIA LNG LIMITEDAppellant/Defendant
Sa’ad Hossain KC and Moritz Grimm (instructed by Ashurst LLP) for AppellantNeil Kitchener KC and Ruth Byrne KC (instructed by King & Spalding International LLP) for RespondentHearing Hearing date: 18 February 2025
Approved JudgmentThis judgment was handed down remotely at 10.30 am on Wednesday 16 April 2025by circulation to the parties or their representatives by e-mailand by release to the National Archives.............................
[1]The central issue in this appeal is whether orders made by an arbitral tribunal were limited to those contained in the final dispositive section of its award, headed “Award”, or whether they also encompassed matters the tribunal stated that it was ordering in an earlier section headed “Analysis”, but not to be found in the final dispositive section.

The essential facts

[2]By a final UNCITRAL arbitration award dated 30 January 2023 (“the Award”), following a London arbitration, the appellant (“NLNG”) was held liable for failing to supply 19 FOB Cargoes of liquified natural gas to the respondent (“Taleveras”) under the terms of a Master FOB LNG Sales Agreement dated 27 January 2020 (“the MSA”) and a spot confirmation notice of 6 February 2020, as amended on 16 April 2020 (“the Spot CN”).[3]NLNG was ordered to pay damages to Taleveras for its loss of profits on the 19 Cargoes in the sum of US$24m and also ordered to indemnify Taleveras in respect of any amounts it was found liable to pay in separate arbitrations with Vitol SA (“Vitol” and “the Vitol Arbitration”) and Glencore Energy UK Limited (“Glencore” and “the Glencore Arbitration”) relating to on-sale arrangements (“the Indemnity”).[4]On 1 December 2023 the tribunal in the Vitol Arbitration published its final award, awarding Vitol damages against Taleveras in the principal sum of US$233,259,113.55 together with interest and costs (“the Vitol Award”). It is not suggested that any part of that award was by consent. On 5 December 2023 Taleveras sent a copy of the Vitol Award to NLNG and demanded payment of the sums awarded pursuant to the Indemnity.[5]On 8 January 2024 NLNG commenced proceedings in the Commercial Court, disputing its liability to indemnify Taleveras as claimed on the ground (among others) that it was a condition precedent of the Indemnity (the condition being expressed in paragraph 607 of the analysis section of the Award) that the tribunal in the Vitol Arbitration should have endorsed its award as to the applicability of the Indemnity to the sums awarded. NLNG claimed a declaration of non-liability and an injunction to prevent Taleveras enforcing the Indemnity in respect of the Vitol Award.[6]In its Defence filed on 5 February 2024 Taleveras denied that it was a condition of the Indemnity that the Vitol Award be endorsed as to its applicability, relying on the fact that paragraph 607 was not part of the final dispositive section of the Award.[7]On 21 February 2024 Taleveras commenced an arbitration claim in the Commercial Court, seeking permission to enforce the Award pursuant to section 66 of the Arbitration Act 1996.[8]On 1 March 2024 Taleveras filed an Amended Defence (by consent) to plead in the alternative that, on 12 February 2024, the tribunal in the Vitol Arbitration, on the application of Taleveras, had issued an Addendum and Final Additional Award (“the Addendum”), adding to the Award an endorsement that the sums awarded to Taleveras against NLNG “fall within the scope of [the Indemnity]”.[9]In a Reply filed on 6 March 2024 NLNG asserted that the arbitrators in the Vitol Arbitration had no jurisdiction to add the Addendum to its award, asserting that they were functus officio, the arbitration having ceased, their contract with the parties terminated, and their actions being outside LCIA Rules which governed the arbitration.[10]The claims were tried together on 2 July 2024 by HH Judge Pelling KC (“the Judge”). In a reserved judgment dated 31 July 2024 the Judge determined that, as a matter of the proper interpretation of the Award, the Indemnity was not contingent on or subject to any declaration in the Vitol Arbitration or the Glencore Arbitration to the effect that the sums awarded fell within the scope of the Indemnity. He further held, in case he was wrong on the issue of interpretation, that the Addendum was valid.[11]Accordingly, also on 31 July 2024, the Judge made an order dismissing NLNG’s claim, granting Taleveras permission to enforce the Indemnity in respect of the Vitol Award, granting a declaration as to the proper interpretation of the Indemnity, and entering judgment against NLNG for the relevant sums.[12]NLNG now appeals with permission granted by the Judge. For the reasons set out below I would dismiss the challenge to the Judge’s finding as to the interpretation of the Award. As I understand that Warby and Zacaroli LJJ agree with that course, it is unnecessary to address the question of the validity of the Addendum.

The Award

[13]The Award, issued by a tribunal comprising Mr John Beechey CBE (Presiding), Mr Nevil Phillips and Mr J William Rowley KC (“the Tribunal”), extended to 234 pages comprising 18 sections. After dealing with formal, introductory and explanatory matters, the facts were set out in section IX, the claims in section X, the defence in section XI, relief sought in XII and the list of issues in XIII. Section XIV contained “The Tribunal’s Analysis”. After sections dealing with interest and costs, section XVII was headed “Conclusions” and section XVIII was entitled “Award”.[14]In the “Analysis” section, the Tribunal addressed the question of “Indemnification in respect of other claims” between paragraphs 594 and 607. After rejecting NLNG’s argument that it could not make a final award for an “open-ended” indemnity, the Tribunal stated as follows:
“605. Accordingly, the Tribunal determines that Taleveras is entitled to declaratory relief to the following effect: (1) NLNG shall (by way of damages) indemnify Taleveras in respect of its established liabilities to Vitol and Glencore arising from the 18 Cargoes identified as Nos. […], including, but not limited to: 1. any amounts awarded by way of damages, compensation, interest or similar as well as legal costs and expenses, to Vitol in relation to Arbitration proceedings brought by Vitol against Taleveras on 26 January 2021 (and any further Arbitration proceedings Vitol brings against Taleveras with respect to the same cargoes); 2. any amounts awarded by way of damages, compensation, interest or similar as well as legal costs and expenses to Glencore in relation to Arbitration proceedings brought by Glencore against Taleveras on 31 March 2021; 3. Taleveras’ legal costs and expenses relating to the Vitol and Glencore proceedings described above. 606. NLNG shall make payment of any liabilities described in (1) above within 21 days of the presentation by Taleveras of final award(s) in the Vitol and Glencore proceedings or order(s) by consent reflecting terms of settlement approved as reasonable by the arbitral tribunal seised of the proceedings and signed statement(s) from Taleveras’ lawyers confirming Taleveras’ costs of defending those proceedings. 607. The Tribunal further orders that the terms of this indemnity be drawn forthwith to the attention of the tribunals seised of the Vitol and Glencore arbitrations, and that any eventual enforcement of this indemnity be subject to the endorsement of those tribunals as to its applicability in the context of any award and, in particular, any consent award, made in either of those proceedings.”
[15]The “Conclusions” section stated “On the basis of the findings set out in this Award, the Tribunal has decided the Issues identified by the Parties as follows...”. The Tribunal then answered each issue in the parties’ respective lists. In answer to Taleveras’ issue 7, as to whether it was entitled to an indemnity against losses arising from NLNG’s breaches of contract in relation to all 19 cargoes, the Tribunal answered “Yes, to the extent that the Tribunal has found that Taleveras’… claims for an indemnity in respect of the Vitol and Glencore claims fall within the ambit of losses properly recoverable pursuant to [the MSA]”. In respect of the equivalent issue at 2.11 of NLNG’s list, the Tribunal answered “Yes, the claimed…indemnity fall[s] within [the MSA]”.[16]The final Award section read as follows:
“For the reasons set out above, the Tribunal hereby DECIDES AND AWARDS as follows: 1. NLNG shall pay Taleveras damages in the amount of US$24,000,000.00 (US$ twenty-four million) in respect of its claim for lost profits on the 19 Cargoes 30, 46, 84, 86, 110, 152, 162, 140, 187, 163, 105, 227, 243, 251, 257, 57, 277, 318 and 320. 2. NLNG shall indemnify Taleveras in respect of any amounts awarded to Vitol by way of damages, compensation, interest or similar as well as its legal costs and expenses in relation to Arbitration proceedings brought by Vitol against Taleveras on 26 January 2021 (and any further Arbitration proceedings brought by Vitol against Taleveras with respect to the same Cargoes). To the extent that any such amount is the subject of an award or order by consent reflecting terms of settlement between Taleveras and Vitol, such terms shall be approved as reasonable by the arbitral tribunal seised of the proceedings. 3. NLNG shall indemnify Taleveras in respect of any amounts awarded to Glencore by way of damages, compensation, interest or similar as well as its legal costs and expenses in relation to Arbitration proceedings brought by Glencore against Taleveras on 31 March 2021. To the extent that any such amount is the subject of an award or order by consent reflecting terms of settlement between Taleveras and Glencore, such terms shall be approved as reasonable by the arbitral tribunal seised of the proceedings. 4. NLNG shall indemnify Taleveras in respect of its invoiced and paid legal costs and expenses relating to the Vitol and Glencore proceedings respectively and certified by Counsel for Taleveras. 5. NLNG shall make payment of any liabilities described in (2, 3 and 4) above within 21 (twenty-one) days of the presentation by Taleveras of final award(s) in the Vitol and/or Glencore proceedings or orders(s) by consent reflecting terms of settlement approved as reasonable by the arbitral tribunal seised of the proceedings and signed certificate(s) from Taleveras’ lawyers confirming Taleveras’ costs of defending those proceedings. 6. Taleveras shall forthwith draw the terms of the indemnities ordered at 2 and 3 above to the attention of the tribunals seised of the Vitol and Glencore Arbitrations respectively. 7. NLNG shall pay interest on Taleveras’ lost profit damages at the rate of LIBOR + 2% per annum, compounded quarterly, from 24 October 2020 until the date of this Award. 8. NLNG shall pay interest to Taleveras at the rate of LIBOR + 2% per annum, compounded quarterly, on all sums due and payable by NLNG pursuant to this Award to Taleveras by way of damages, including pre-Award interest thereon and costs, from the date of this Award until the date(s) of payment. Any sums payable by way of an indemnity hereunder shall bear interest at the post-Award rate from the due date for payment until actual payment. 9. NLNG shall pay Taleveras US$1,756,514.82 and UK£521,357.40 in respect of its legal fees and expenses. 10. The Costs of the Arbitration in the amount of UK£605,956 shall be borne equally by the Parties. 11. All other claims of whatsoever nature are hereby dismissed.”
[17]On 28 February 2023 the tribunal in the Vitol Arbitration issued a partial final award in favour of Vitol. At NLNG’s request, on 12 March 2023 the Tribunal issued a decision as to the interpretation of the Award pursuant to article 37(1) of the UNCITRAL rules 2013, confirming that “the Indemnities set out at Section XVIII (2) to (4) of the Final Award do not extend to the Partial Final Award (or any other partial award(s))” (“the Interpretation Decision”). As part of its reasoning the Tribunal stated:
“(x) in the opinion of the Tribunal, the terms of paragraphs 605, 606, and 607 and the terms of Section XVIII (2) to (6) inclusive of the Final Award are both clear and clearly intended to refer to any final determination (or consent award(s) or final settlement(s) approved by the Vitol and/or Glencore tribunals…”
[18]The Judge recognised at [17] that the form of arbitral awards varies, but that the format adopted by experienced legally trained arbitrators generally follows a conventional format, leading to the tribunal’s conclusions on the issues and finally to a dispositive section in which the tribunal sets out the sums awarded and other remedies granted as a result of the conclusions reached. He then agreed at [18] with Taleveras’ submission that where such an approach is adopted, the section of the award that commences “… the Tribunal hereby DECIDES AND AWARDS as follows…” is likely to, and to have been intended by the tribunal to, contain a comprehensive statement of what in English proceedings would appear in an order following a trial. He pointed out that this is all the more likely to have been what was intended when the curial law of the reference is English law and at least a majority of the arbitrators are English lawyers, referring to the observation of Steyn J in Bank Mellat v GAA Development and Construction Co [1988] 2 Lloyd’s Rep. 44 at [55] that:
“(c)onventionally, in England, the dispositive part of an award is introduced by the words ‘We award and adjudge’. That, in England, is the arbitral equivalent of a judgment or order by a Court of law, as opposed to the reasons for it. No doubt other words may be used to serve the same purpose.”
[19]The Judge further recognised at [20] that the whole of the Award needed to be considered, and the dispositive section read in the context of the written reasons, but held that, so read:
“a reasonable person with all the relevant knowledge available to the parties would conclude at least as a starting point that a section at the end of the Award that expressly states that what follows is what [the Tribunal] “…DECIDES AND AWARDS…” was intended by [the Tribunal] to set out what it was deciding.”
[20]The Judge further pointed out that, although there was no necessity for a formal dispositive section, in this case the Tribunal structured the Award to make it plain, by positioning the dispositive section XVIII after the conclusion in section XVII, that the former was intended to set out the orders the Tribunal was making for the reasons set out in the previous 619 paragraphs. At [21] the Judge rejected the contention that section XVIII was “merely signposting”, holding that it was entirely clear that the section was what the Tribunal described it to be – its Award. There was no cross-referencing back to earlier paragraphs [22].[21]As for the commercial utility in the respective contentions,

the Judge stated as follows:

“23. Finally, while it is possible to see utility in an endorsement requirement in relation to consent awards and orders, there is no such utility where what has been awarded results from a decision of the Vitol Tribunal following a contested process resulting in a reasoned final award. If there is a dispute as to the applicability of the indemnity as between the parties to the Vitol Arbitration (however unlikely that may be in practice), that would be resolved by the Vitol Tribunal as part of that contest. If there is a dispute between Taleveras and NLNG as to the obligation of NLNG to indemnify Taleveras then that would have to be resolved by a new reference under the arbitration agreement between them.”
[22]The Judge therefore concluded at [24] that there was nothing in the Award, when read as whole, that suggests that what appears in paragraph 607 of the Award should augment what is set out in the dispositive section. However, the Judge accepted at [25] that, before reaching a final conclusion, it was necessary to consider paragraph 607, recognising that if, on its proper construction, it was intended to take effect as an order notwithstanding the points the Judge had already made, effect must be given to it.[23]In that context, the Judge noted that NLNG placed particular emphasis on the use of the phrase “… further orders…” as supporting the submission that paragraph 607 takes effect as an additional order above and beyond directions and orders contained in Section XVIII of the Award. NLNG also relied on the phrase “… any eventual enforcement of this indemnity…” as supporting that analysis, together with the phrase “… applicability in the context of any award and, in particular, any consent award…” as necessarily meaning that the Tribunal intended the endorsement apparently required by the paragraph to apply to both consent and non-consent Awards. The Judge stated:
“27… In considering these submissions in my judgment they should be approached bearing in mind the point identified by Carr J, as she then was, in paragraph 44 of her judgment in Obrascon Huarte Lain SA (t/a OHL Internacional) v Qatar Foundation for Education, Science and Community Development [2019] EWHC 2539 (Comm); [2019] 2 Lloyd’s Rep. 559: “As a matter of general approach, the courts strive to uphold arbitration awards. They do not approach them with a meticulous legal eye endeavouring to pick holes, inconsistencies and faults. The approach is to read an award in a reasonable and commercial way, expecting, as is usually the case, that there will be no substantial fault”
This principle leads to the conclusion that in determining “… whether an award is internally inconsistent, courts should assume that the arbitral tribunal intended to make a coherent decision and use every effort to interpret the award’s provisions in a consistent manner…” – see Professor Gary Born, International Commercial Arbitration, at 25.05. Generally, it will not be appropriate to permit language used in the narrative reasoning section of an award to contradict the language used by the tribunal in the part of the Award that is intended to be its final order. This leads me to conclude that particular care must be taken when construing commercial arbitral awards by focussing on particular words and phrases used in awards to make sure they are read in their correct context – that is in the context of the paragraph in which they appear, read as a whole, in the section of the award that paragraph appears, read as a whole and in the context of the award and in particular the structure of the award in which it appears read as a whole.” “As a matter of general approach, the courts strive to uphold arbitration awards. They do not approach them with a meticulous legal eye endeavouring to pick holes, inconsistencies and faults. The approach is to read an award in a reasonable and commercial way, expecting, as is usually the case, that there will be no substantial fault”[24]At [28] the Judge recorded that NLNG’s submission was that in essence the true scope of the decisions of the Tribunal are all set out in the section of the Award starting at paragraph 594 under the sub-heading “Indemnification in respect of other claims” and that what appears in section XVIII is merely a non-comprehensive summary that impliedly refers the reader back to the earlier section of the Award. The Judge stated:29. I reject NLNG’s submission essentially for the reasons already set out above. In my judgment the earlier section of the Award on which it relies was and was intended by [the Tribunal] to be narrative reasoning and the conclusions that the tribunal intended to draw and in fact drew from the reasoning and conclusions set out in the earlier section of the Award and the orders it intended to make were set out exclusively in Section XVIII of the Award. Had the tribunal intended to go further than in fact it did in Section XVIII, there is no reason why it would not have said so expressly in Section XVIII, as it did with all other elements of the narrative concerning the scope and effect of the declaratory indemnity. The dispositive makes sense when read as a whole and each element serves a practical purpose if (as it is) the final sentence of Paragraph 3 is limited in its effect to consent awards and orders. This is so because it focusses attention on the reasonableness of any consent settlement terms not the applicability of [the Indemnity] to the Vitol Award, which is an issue that would arise only between Taleveras and NLNG and could only be resolved in the manner I have described - that is by a new reference under [the arbitration agreement in the MSA].30. No practical purpose would be served by requiring the Vitol Tribunal to endorse the applicability of a non-consensual indemnity to any award that it made in the absence of a challenge by one of the parties to the Vitol Tribunal (indeed the practical lack of utility is revealed by the nature and scope of [the Addendum]). Ultimately, any issue as to the scope and effect of the indemnity was likely to arise only as between Taleveras and NLNG…”[25]At [31] the Judge rejected the contention that the Interpretation Decision was material to the issue before him, simply because that was not an issue that the Tribunal was either asked to resolve or had to resolve when interpreting the Award. NLNG’s arguments on appeal The applicable principles

NLNG’s arguments on appeal

[26]NLNG’s first ground of appeal is that the Judge failed to apply the principles set out in two authorities cited to him, but not referred to in his judgment, on the correct approach to interpreting an arbitral award, namely, ZCCM Investments Holdings plc v Kananshi Holdings plc and another [2019] EWHC 1285 (Comm), [2002] 1 All ER (Comm) 132 and French State v London Steam-Ship Owners’ Mutual Insurance Association Ltd (The MT ‘Prestige’ (No 6)) [2023] EWHC 2474 (Comm), [2024] 2 All ER (Comm).[27]The relevant issue in those cases, however, was not the interpretation of an arbitral award, but the very different question of whether the decision of a tribunal was an award (capable of giving rise to a challenge under section 68 of the Arbitration Act 1996) or merely a procedural order. In ZCCM, at [40], Cockerill J stated that the authorities on the issue suggested the following points, adding two of her own:
“a) The Court will certainly give real weight to the question of substance and not merely to form…. b) Thus, one factor in favour of the conclusion that a decision is an award is if the decision is final in the sense that it disposes of the matters submitted to arbitration so as to render the tribunal functus officio, either entirely or in relation to that issue or claim… c) The nature of the issues with which the decision deals is significant. The substantive rights and liabilities of parties are likely to be dealt with in the form of an award whereas a decision relating purely to procedural issues is more likely not to be an award…. d) There is a role however for form. The arbitral tribunal's own description of the decision is relevant, although it will not be conclusive in determining its status… e) It may also be relevant to consider how a reasonable recipient of the tribunal's decision would have viewed it… f) A reasonable recipient is likely to consider the objective attributes of the decision relevant. These include the description of the decision by the tribunal, the formality of the language used, the level of detail in which the tribunal has expressed its reasoning… g) While the authorities do not expressly say so I also form the view that: i. A reasonable recipient would also consider such matters as whether the decision complies with the formal requirements for an award under any applicable rules. ii. The focus must be on a reasonable recipient with all the information that would have been available to the parties and to the tribunal when the decision was made. It follows that the background or context in the proceedings in which the decision was made is also likely to be relevant. This may include whether the arbitral tribunal intended to make an award…” i. A reasonable recipient would also consider such matters as whether the decision complies with the formal requirements for an award under any applicable rules. ii. The focus must be on a reasonable recipient with all the information that would have been available to the parties and to the tribunal when the decision was made. It follows that the background or context in the proceedings in which the decision was made is also likely to be relevant. This may include whether the arbitral tribunal intended to make an award…”
[28]In French State Butcher J set out and considered Cockerill J’s suggested points in determining that a “First Partial Award” was indeed an award. In so doing he held, at [20], that the fact that the award did not have a ‘dispositive section’ which set out the relief to be granted did not mean that it was not an award, pointing out that partial awards may, and very commonly do, determine particular matters without resolving the entirety of the dispute and without containing final terms of relief.[29]NLNG submits that those authorities support the proposition that there is no requirement that an award has a dispositive section, and that orders can, in principle, be found in any part of an award. Whilst NLNG accepts that section XVIII may be “the starting point”, it submits that it is necessary to consider the whole of the Award to see whether any other section contains orders or matters that add to or qualify the orders in the dispositive section. To focus solely or primarily on the dispositive section would be improperly to place form over substance. NLNG submits that the Judge failed to recognise and apply these principles.[30]In my judgment it is understandable that the Judge did not refer to ZCCM or French State, neither case considering the issue before him, that of interpretation of an award with a dispositive section following lengthy reasons. But to the extent that the points identified in those cases can be “read across” to the exercise of interpretation in which the Judge was engaged, I can see no error in his approach.[31]First, as the Judge pointed out, the fact that some awards do not have a dispositive section (which he fully recognised) does not provide much assistance in interpreting an award that does have such a section, and certainly does not entail that other sections must be scoured in the hope or expectation of finding other orders. The Judge rightly had regard to the nature of the arbitration, the qualifications of the arbitrators and the structure and formality of the Award. Recognising what was conventional in those circumstances (as identified by Steyn J in Bank Mellat), the Judge regarded it as highly likely that the last section of the Award, setting out what the Tribunal decided and awarded for the reasons set out above, was intended to contain the Tribunal’s orders. NLNG sought to demonstrate that, on a proper reading, Bank Mellat was not authority for the proposition that an order must be contained in the formal dispositive section, but the Judge did not so interpret that decision, merely referring to it as support for his view that the starting point, at least, was that that section would contain the Tribunal’s formal award.[32]Second, the Judge was plainly aware of the risk of placing form before substance. After addressing the format adopted by the Tribunal and its likely intention in so doing, the Judge expressly recognised the need to consider the wording of paragraph 607 to see if, in context, it augmented the orders in section XVIII, and he proceeded to do so in detail. But the Judge also recognised that where legally trained arbitrators used a format which was clearly designed to draw a line between reasons and formal orders, that was highly likely to be determinative. That, of course, is consistent with the recognition in ZCCM and French State that there is a role for form, that the Tribunal’s own description is relevant and that a reasonable recipient is likely to consider the objective attributes of the decision as relevant.[33]It follows that I reject NLNG’s attempt to show, on the basis of authorities of marginal relevance at best, that the Judge failed to apply the correct principles. In my view his approach to the interpretation of the Award was unimpeachable.

Form and substance

[34]NLNG’s second ground of appeal is that the Judge did indeed err in placing undue weight on form over substance. NLNG describes the Tribunal’s use of “further orders” in paragraph 607 as “clear directive language” and criticises the Judge for failing to give that substantive wording any effect because it was, as a matter of form, in the analysis section rather than the dispositive section.[35]NLNG’s third ground is to similar effect. It argues that the Judge erred in treating the requirement of an endorsement in paragraph 607 as merely part of the Tribunal’s narrative reasoning, notwithstanding that it was expressed as an order, and adopted too narrow an approach in considering whether that order could add to or affect the orders in section XVIII of the Award.[36]I see no merit in either of these criticisms. The Judge rightly regarded the clear structure of the Award, with a final dispositive section setting out distinct orders following extensive reasoning and conclusion sections, as the starting point, but nonetheless fully recognised the possibility that the wording of paragraph 607 and any inferences to be drawn from it might lead to a different conclusion. The Judge further considered the wording of paragraph 607, including the use of the term “further orders”, but concluded that it was insufficient to undermine the clearly expressed intention of the Tribunal that its operative orders were those set out in the final dispositive section.[37]In this regard, it is not as if the part of paragraph 607 relied on by NLNG addressed a subject matter that was not dealt with in the dispositive section. The need for possible endorsement or approval by the Vitol or Glencore arbitral tribunal was expressly dealt with in paragraphs 2 and 3 of the dispositive section, where it was limited to the case of an award or order by consent. Accepting that the earlier parts of the Award are an aide to the construction of the dispositive section, there is no basis for expanding paragraphs 2 and 3 of the dispositive section to include all cases, merely because in paragraph 607 the Tribunal referred to “any award and, in particular, any consent award”. The two provisions are simply inconsistent in this respect and, in those circumstances, the dispositive section clearly prevails.

The utility of the endorsement requirement

[38]NLNG’s fourth ground is that the Judge incorrectly viewed the endorsement requirement (other than in relation to consent orders) as having no utility, pointing out that the term “further orders” used in paragraph 607 followed a discussion in the preceding paragraphs as to the Tribunal’s inability to police the Indemnity, the endorsement requirement being the Tribunal’s solution.[39]NLNG’s fifth ground is linked, contending that the Judge was wrong to hold that any dispute as the scope of the Indemnity or its application would be a matter for a further reference to arbitration, rather than being determined by an endorsement by the Vitol tribunal.[40]In my judgment the Judge was right to identify that, in the case of a settlement or consent order, the approval of its reasonableness by the Vitol tribunal (as provided for in paragraphs 2 and 3 of the dispositive section of the Award) would be within its competence, appropriate and desirable, protecting NLNG against exorbitant liability under the Indemnity. All that the Vitol tribunal would have to consider was the reasonableness of the settlement of the very dispute it was empowered to determine. It is harder to see the basis on which the Vitol tribunal would have the jurisdiction or ability to determine and “endorse” the applicability of the Indemnity (potentially involving contested issues as to the interpretation of that provision) to an order made in a separate arbitration between different parties. Any dispute in that regard would seem to be a matter to be litigated between Taleveras and NLNG, either through a further arbitration reference or in the context of enforcement proceedings, rather than being determined by an unidentified and unconventional process in the Vitol Arbitration to which NLNG is not a party.[41]The Judge did not treat these considerations as determinative of the issue he had to decide, but regarded the lack of utility of the endorsement referred to in paragraph 607 (in contrast with that of the “approval” required in section XVIII) as support for the interpretation that the latter contained the Tribunal’s fully formed and considered orders. I agree with that approach.

The Interpretation Decision

[42]NLNG’s sixth ground is that the Judge was wrong to regard the Interpretation Decision as immaterial. It points out that the Tribunal stated that paragraphs 605, 606 and 607 (as well as section XVIII (2) to (6)) were clear as to their intention as regards the scope of the Indemnity, indicating that the Tribunal regarded paragraph 607, including its requirement of an endorsement, as setting out its intentions in that regard.[43]However, the above wording was once again part of the Tribunal’s reasoning section. Its formal determination began with the words “FOR THESE REASONS” and confirmed the scope of the indemnity as set out at Section XVIII (2) to (4) of the Award, not as set out in paragraph 607.[44]I agree with the Judge that the Interpretation Decision does not assist in the issue of interpretation which arises in these proceedings. But to the extent that anything can be drawn from it, the decision reinforces the view that the Tribunal intended the operative and effective terms of the Indemnity to be contained in section XVIII. It was that section which it clarified by way of formal decision.

Ambiguity

[45]NLNG’s seventh and final ground is that the effect of the Award was at least ambiguous as regards the requirement of an endorsement before the Indemnity could be enforced, such that the Award should not be enforced for uncertainty. That ground, however, was not pursued in NLNG’s skeleton argument or in oral argument before us, and rightly so. As the Judge held at [32], the Award had to be interpreted as a whole in a reasonable and commercial way, so as to resolve any ambiguity. The Judge carried out that exercise and he cannot be criticised for so doing.

Conclusion

[46]Section XVIII of the Award contained a carefully drafted set of orders, progressing logically through the monetary award, the Indemnity, interest and costs, concluding with a dismissal of all other claims. It was plainly designed and intended to serve the same purpose as a court order following a reasoned judgment, setting out the formal orders made for the reasons given. It was accordingly intended to be a self-contained and comprehensive statement of the relief being granted by the Tribunal.[47]It is perhaps unfortunate that the Tribunal used the words “further orders” in paragraph 607 of its analysis section, but that loose wording does not come close, in this case, to undermining the clear structure of the Award and in particular the meaning and comprehensive effect of its dispositive section.[48]I would dismiss the appeal, largely for the reasons given by the Judge.[49]I agree.[50]I also agree.