Federal Court of Australia

LandOcean Hong Kong Investment Holding Group Ltd v West Indies Exploration Company Ltd [2026] FCA 1152

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 8(3) of the International Arbitration Act 1974 (Cth), the applicants have leave to have the final award dated 16 October 2024 made in LCIA Case No. 215235 by Mr Thomas Webster (Presiding Arbitrator), Dr Benny Lo and Ms Ruth Teitelbaum, including as amended by the Tribunal’s addendum dated 3 December 2024 (Award) be enforced by this Court as if the Award was a judgment of this Court.

2.    Judgment be entered for the applicants against the respondents, jointly and severally, in the total amount of $1,930,499.41, comprised of the following amounts:

(a)    $1,417,908.26 (being the AUD equivalent of the 2020 Payments Counterclaim as to principal and interest at the end of the last compounding period under the Award, of 20 May 2026);

(b)    $26,200.48 (being the AUD equivalent of the 2020 Payments Counterclaim as to further accrued interest up to and including 13 August 2026);

(c)    $115,790.44 (being the AUD equivalent of the Arbitration Costs as to principal and interest at the end of the last compounding period under the award, of 16 July 2026);

(d)    $704.81 (being the AUD equivalent of the Arbitration Costs as to further accrued interest up to and including 13 August 2026);

(e)    $367,657.50 (being the AUD equivalent of the Legal Costs as to the principal and interest at the end of the last compounding period under the Award, of 16 July 2026); and

(f)    $2,237.92 (being the AUD equivalent of the Legal Costs as to further accrued interest up to and including 13 August 2026).

3.    Judgment be entered for the applicants against the respondents, jointly and severally, for post-judgment interest until payment as follows:

(a)    at the rate of 8% per annum simple interest on the amount at order 2(a) on and from the date of these orders up to and including 20 August 2026;

(b)    on and from 21 August 2026, at the rate of 8% per annum on the aggregate of the outstanding amounts due under orders 2(a), 2(b) and 3(a), compounding quarterly;

(c)    at the rate of 8% per annum simple interest on the amount at order 2(c) on and from the date of these orders up to and including 16 October 2026;

(d)    on and from 17 October 2026, at the rate of 8% per annum on the aggregate of the outstanding amounts due under orders 2(c), 2(d) and 3(c), compounding quarterly;

(e)    at the rate of 8% per annum simple interest on the amount at order 2(e) on and from the date of these orders up to and including 16 October 2026; and

(f)    on and from 17 October 2026, at the rate of 8% per annum on the aggregate of the outstanding amounts due under orders 2(e), 2(f) and 3(e), compounding quarterly.

4.    The respondents, jointly and severally, pay the applicant’s costs of the proceeding.

5.    The proceeding be returnable on 2 October 2026 in Sydney (Return Date).

6.    Orders 1 to 4 of these orders be stayed until the later of:

(a)    5:00pm on the Return Date; or

(b)    if by three days before the Return Date the respondents file an application to set aside these orders, until the final determination of that application.

7.    The applicants provide notice of these orders to the respondents by 5:00pm on 19 September 2026 by serving on them a copy of these orders, the reasons for judgment and the materials relied upon by the applicants before the Court:

(a)    by post to West Indies Exploration Company Ltd, 124-126 Edward Street, Port of Spain, Trinidad and Tobago;

(b)    by post to Star Phoenix Group Ltd, Capital Square Tower 3, Level 25, 1 Spring Street, Perth, Western Australia 6000;

(c)    by personal service on Mr Mu (Robin) Luo or another person over 16 years of age at 3 Glasnevin Court, Waterford in the State of Western Australia; and

(d)    by email to r.luo@starphoenixgroup.com.

8.    The applicants inform the respondents that unless they file an application to set aside these orders by the date which is three days before the Return Date (ie 28 September 2026), then upon an affidavit being provided establishing to the satisfaction of the Court that notice has been given to the respondents, the stay granted in order 6 will expire.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

STEWART J:

Background

1    The applicants seek to enforce an award of a foreign arbitral tribunal as a judgment of this Court under s 8(3) of the International Arbitration Act 1974 (Cth).

2    The first applicant is LandOcean Hong Kong Investment Holding Group Ltd (LandOcean HK). It is incorporated in Hong Kong, and has its registered office in that territory.

3    The second applicant is New JCM Group Co Ltd (New JCM), which was formerly known as LandOcean Energy Services Co Ltd. It is incorporated in the People’s Republic of China, and has its registered office in Beijing. New JCM owns all the shares in LandOcean HK.

4    The first respondent is West Indies Exploration Company Ltd (West Indies Exploration). It is incorporated in the Republic of Trinidad and Tobago and, as far the evidence reveals, has its last known registered office at 124-126 Edward Street, Port of Spain, Trinidad and Tobago.

5    The second respondent is Star Phoenix Group Ltd (Star Phoenix). It was previously named Range Resources Ltd. Star Phoenix is incorporated under the Corporations Act 2001 (Cth) and has its registered office in Perth, Western Australia.

6    On 2 September 2019, New JCM and LandOcean HK entered into a share purchase agreement with Star Phoenix and West Indies Exploration to acquire all the shares in Range Resources Trinidad Ltd. West Indies Exploration was the seller and LandOcean HK was the buyer. The agreement included a “Governing Law and Dispute Resolution” clause which included an arbitration agreement to the effect that any dispute arising out of or in connection with the agreement “may be submitted to the London Court of International Arbitration (LCIA) and finally resolved by arbitration under the LCIA Rules” by a panel of three arbitrators.

7    The original agreement was amended on several occasions including on 31 March 2020 by a side letter (or “Completion Letter”). None of the amendments had the effect of altering or displacing the arbitration agreement.

8    Under the amended agreement, New JCM and Star Phoenix assumed the liabilities of their wholly-owned subsidiaries under the agreement and bound them to resolve any disputes under the same arbitration agreement.

9    On 31 March 2020, Star Phoenix and Range Resources Trinidad Ltd entered into a deed in the form of a letter, referred to as the “Waiver Deed”. Any dispute arising under the Waiver Deed was to be determined by LCIA arbitration, although the number of arbitrators was to be one.

10    Disputes arose between the parties under the amended agreement. The respondents to the present proceeding commenced arbitration proceedings as claimants against the applicants to the present proceeding as respondents. The LCIA confirmed the appointment of three arbitrators on 22 October 2021, thus establishing the arbitral tribunal under the arbitration agreement. The tribunal was comprised of Mr Thomas Webster (Presiding Arbitrator), Dr Benny Lo and Ms Ruth Teitelbaum.

11    The applicants brought a counterclaim in the arbitration proceeding. The claim was in two parts, one being referred to as the “2020 Payments Counterclaim” and the other referred to as the “Waiver Deed Counterclaim”. The latter, as the reference suggests, relied in part on the Waiver Deed.

12    No challenge was made to the tribunal’s jurisdiction and the parties participated in the proceeding. The claimants were initially represented by lawyers but were later represented by one of their directors, Mu (Robin) Luo.

13    On 16 October 2024, the tribunal signed a final award which was notified to the parties by email from the LCIA the following day. The award records that the seat of the arbitration was London, United Kingdom. Insofar as is relevant, the award declared and ordered that:

(1)    West Indies Exploration and Star Phoenix are jointly and severally liable with respect to the “2020 Payments Counterclaim”, interest thereon, and for claims in respect of arbitration costs and legal costs;

(2)    West Indies Exploration and Star Phoenix are to pay to LandOcean HK and New JCM TTD4,924,951 (ie Trinidad and Tobago dollars) in respect of the 2020 Payments Counterclaim;

(3)    West Indies Exploration and Star Phoenix are to pay to LandOcean HK and New JCM GDP52,699.57 (ie pounds sterling) in respect of the costs of the arbitration;

(4)    West Indies Exploration and Star Phoenix are to pay LandOcean HK and New JCM USD226,000 (ie US dollars) in respect of legal costs;

(5)    interest be paid by West Indies Exploration and Star Phoenix on the above amounts at the rate of 8% per annum compounded at three-monthly intervals until payment, from 20 May 2022 on the amount in sub-paragraph (2), and from the date of the Award on the amounts in sub-paragraphs (3) and (4).

14    The tribunal dismissed the Waiver Deed Counterclaim, so in one sense the question of how it came to deal with that counterclaim as a tribunal of three appointed under the arbitration agreement in the amended share purchase agreement and not under the dispute resolution clause in the Waiver Deed does not arise. However, the tribunal took the fact of the counterclaim being dismissed into account in its assessment of costs, although it did so to the advantage of the present respondents so again it may be regarded as irrelevant.

15    Be that as it may, the tribunal explained in the award that although the Waiver Deed Counterclaim relied on the Waiver Deed, it was a dispute between the parties to the amended share purchase agreement that came within the broad wording of the dispute resolution clause in that agreement. Thus, the tribunal assumed jurisdiction in respect of the Waiver Deed Counterclaim under the arbitration agreement in the amended share purchase agreement, and not under the dispute resolution clause in the Waiver Deed. As mentioned, no issue was taken in relation to the tribunal’s jurisdiction to entertain and determine the Waiver Deed Counterclaim.

16    Following an application by the present applicants, the tribunal subsequently issued an addendum to the award correcting certain matters but they do not affect the relief that was awarded (as summarised above).

Requirements for enforcement

17    I turn now to consider the various matters that are required to be established before a foreign award is enforced under s 8(3) of the Act. Those are drawn from ss 8 and 9 of the Act and r 28.44 of the Federal Court Rules 2011 (Cth).

18    First, the award must be a “foreign award”. As I explained in Siemens WLL v BIC Contracting LLC [2022] FCA 1029 at [18]-[21] and again in StoneX Financial Inc v Ambrose [2023] FCA 1568 at [7], an award made in a foreign State is a “foreign award” for the purpose of the Act even if the State in question is not a Contracting State to the New York Convention, being the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, opened for signature 10 June 1958, 330 UNTS 3 (entered into force 7 June 1959), the official text of which is set out in Sch 1 to the Act. See also StoneX Financial Inc v Ambrose (No 2) [2024] FCA 501 at [17]-[19] per Sarah C Derrington J where the same point is made.

19    The award in question, having been made at the seat of the arbitration in London, United Kingdom, is obviously such an award. It was thus unnecessary for the applicants to go to the trouble and expense, as they did, of proving by way of a certificate by a delegate of the Secretary of the Department of Foreign Affairs and Trade that the United Kingdom of Great Britain and Northern Ireland became a Contracting State to the Convention on 23 December 1975 and that it remains a “Convention country” within the meaning of s 3(1) of the Act. Given how often this issue has now been clarified in judgments of the Court, a question may arise as to the entitlement of an otherwise successful applicant for enforcement to the costs of proving that the relevant foreign State is a Convention country.

20    Second, the evidence is that there is no version of the award carrying a “wet-ink signature”, an electronically signed version being the only one that was apparently produced and circulated. I am satisfied that the copy of the award that has been tendered is duly certified and I am in any event satisfied as to its authenticity. That satisfies the requirement in s 9(1)(a) of the Act.

21    Third, I am satisfied that the copy of the arbitration agreement (ie the relevant part of the dispute resolution clause in the amended share purchase agreement) that has been tendered is a duly certified copy of the original. I am satisfied as to its authenticity. That satisfies the requirement in s 9(1)(b) of the Act.

22    Fourth, the applicants have stated on affidavit that no part of the award had been complied with. That affidavit was affirmed on 15 July 2026 which was some 12 days before the application to enforce the award was made in the sense of being when the originating application was filed. Rule 28.44(2)(b)(i) of the Rules requires the applicant to state on affidavit the extent to which the foreign award has not been complied with “at the date the application is made”. On the hearing of the application, in the absence of such an affidavit, on my inquiry the applicants by their counsel confirmed to the Court that no part of the award has been satisfied and they gave their undertaking to file an affidavit confirming that as soon as possible. In the circumstances, I am satisfied as to that requirement being substantially met and I waive its strict compliance under r 1.34 of the Rules. For completeness, I mention that the promised affidavit has since been filed.

23    Fifth, there is evidence on affidavit as to the last-known registered office of each of the respondents. The requirement of r 28.44(2)(b)(ii) is thus satisfied.

24    Sixth, given the nature of the commercial disputes that are the subject of the award, I am satisfied that the subject matter of the arbitration was “capable of settlement by arbitration” within the meaning of Art II(1) of the New York Convention.

25    Seventh, the parties to the arbitration agreement are parties to the award.

The form of relief

26    Next, there is the question of the form of relief.

27    The evidence is that none of the respondents has raised any objection to the enforceability or validity of the arbitral award and no application has been made at the seat to set the award aside.

28    The applicants wrote a letter of demand to the respondents dated 8 July 2026. Mr Luo replied on behalf of Star Phoenix a few days later. He stated that “the Company” – presumably a reference to Star Phoenix – recognises the importance of complying with its obligations and responsibilities in accordance with its legal duties, but that “it is not presently in a position to satisfy the demand for immediate payment, having regard to its current financial circumstances”. He also mentioned “ongoing litigation directly affecting the Company’s financial position” but he did not offer any reason why the award is not enforceable.

29    It does not appear that there is a serious basis upon which enforcement might be resisted. Certainly, on what the applicants have put before the Court in their ex parte application, there is no cause to consider that it might seriously and reasonably be contended that any of the grounds for not enforcing an award as set out in ss 8(5) and (7) is established.

30    It is thus appropriate for the applicants to have sought to enforce the award without notice to the respondents, and for the usual order to be made that the enforcement orders be stayed pending a return day to enable the respondents to file an application to set the orders aside, as explained in Hankuk Carbon Co Ltd v Energy World Corporation Ltd [2024] FCA 232 at [15]-[22]. I am also satisfied as to the manner of notice proposed to be given to the respondents.

The terms of relief

31    I turn now to the terms of the orders sought by the applicants.

32    The first issue is one of currency. The applicants wish to convert the amounts awarded in foreign currency into Australian dollars at applicable exchange rates two days before the orders are made, ie 12 August 2026. It is usual to use the rate from the day before the orders, as explained in Ripple Markets APAC Pte Ltd v EzyRemit Worldwide Pty Ltd [2025] FCA 1551 at [18]. I am satisfied that two days prior is appropriate, rather than the usual one day prior, because one of the currencies is the Trinidad and Tobago dollar (TTD) – given how far west that country is of Australia, the most suitable rate to apply is not available for the day before the hearing. Because the Reserve Bank of Australia (RBA) does not publish a conversion rate between TTD and AUD, the most suitable rate is the rate published by the Central Bank of Trinidad and Tobago for conversion between TTD and USD, and to then convert from USD to AUD at the rate published by the RBA. That is what the applicants have done. In respect of the other amounts, they have converted from GBP to AUD and from USD to AUD at the published RBA rates, also on 12 August 2026.

33    The second issue is the interest rate. The applicants seek post judgment interest at the award interest rate, with the same rests, rather than under s 52 of the Federal Court of Australia Act 1976 (Cth) at the rates prescribed under r 39.06 of the Rules (currently 10.5% per annum, being 6% above the cash rate last published by the Reserve Bank of Australia before the period of 1 July to 31 December 2026 commenced). Ordering post judgment interest at the rate provided for in the award will satisfy the requirement that the order of the Court “must reflect the Award and cannot differ in any material way from the terms thereof”: Traxys Europe SA v Balaji Coke Industry Pvt Ltd (No 2) [2012] FCA 276; 201 FCR 535 at [72] per Foster J. It is also consistent with the approach taken in Blasket Renewable Investments LLC v Kingdom of Spain (relief) [2025] FCA 1469 at [14]-[22] and Ripple Markets at [17].

34    The award rate of 8% is also below the Court rate of 10.5%, although the latter is to be applied as simple interest and the former is to be compounded at quarterly rests. It is not readily apparent which of those rates is the higher effective rate, particularly because that depends on how long the applicable period is – the longer the period the greater the effect of compounding every quarter. Certainly, the Court rate is higher in effect for the first quarter which, I consider, enlivens the discretion under s 52(2)(b) to apply the lower rate. Thus, another reason to apply the lower award rate is if I consider that justice so requires, which I do. That is because it is the award rate.

35    For those reasons I am satisfied that there should be orders in substantially the terms sought by the applicants.

Associate:

Dated:    17 August 2026