Penningtons Manches Cooper has advised one of the UK’s leading housing providers, SNG (Sovereign Network Group) on a £75 million issue of sustainability notes pursuant to its existing Euro Medium Term Note (EMTN) programme, following the group’s market making £250 million issuance earlier this year.

SNG currently manages over 85,000 homes and aims to create thousands of new affordable homes every year, with a target of 25,000 homes across the South of England over the next decade. This £75 million note issue will help fund ongoing investment in sustainable development across its portfolio.

The transaction was led by partner Naomi Roper (who previously set up SNG’s EMTN Programme), a banking and finance specialist who joined Penningtons Manches Cooper this summer to spearhead the firm’s social housing finance offering.

Anup Dholakia, director of treasury at SNG commented:

“This additional funding under our EMTN programme reinforces our commitment to helping tackle the housing crisis by delivering good affordable homes, while also contributing to our ambitious sustainability targets. We are grateful to Naomi for her expert guidance on this transaction.”

Naomi Roper added:

“I’m delighted to have supported SNG on this transaction as it continues to pursue its objective of being a key market maker in the sector. This transaction is the latest example of how innovative funding structures can help providers deliver sustainable, affordable housing through innovative, tailored approaches to finance.”

Employment Rights Act

This week, news arrived that the protracted ping pong had ended, and the Employment Rights Act 2025 was finally passed into law. With the House of Lords and the House of Commons at loggerheads, it had looked increasingly unlikely that the bill would be passed this year, placing the government’s implementation roadmap in jeopardy. However, on Tuesday, shortly before the parliamentary Christmas recess, the House of Lords finally agreed to the government’s proposals, paving the way for the legislation to receive royal assent.

Of course, the story is far from over, and the coming year will be busy with consultations, as we see aspects of the act take further shape. One of the major sticking points over the last couple of weeks has been the government’s eleventh-hour proposal that the cap on unfair dismissal confirmation be lifted – not simply, as was initially suspected, a lifting of the 52-week cap – but rather the removal of the cap altogether, which as at April 2025 stands at £118,223.

Many were expecting the government to concede that there should be a consultation over the cap. However, after the last-minute climbdown by the House of Lords, no consultation will now take place, although an impact assessment on the whole of the act, including the unfair dismissal cap, will be published shortly.

Time will tell whether pressure from employers’ organisations, plus the further strain that unlimited unfair dismissal compensation will place on an already creaking tribunal system, will lead to a watering-down of this change; however, for now, the position is clear – there will be no cap on unfair dismissal compensation. What is not clear is when this change will take place. Some commentators have suggested it may come into force on 1 January 2027, along with the reduction in the qualifying period from two years to six months.

Consultation on non-compete clauses

Away from the Employment Rights Act, we have a blast from the past – a resurfacing of the previous government’s review of post-termination non-compete clauses. The 2023 review recommended that non-compete clauses should be limited to three months’ duration. Then came the election and the proposals went no further… until now.

On 26 November, the Labour government published a consultation paper setting out options for restricting these clauses by:

• limiting their length;
• limiting them by company size – permitted for smaller companies only;
• banning them altogether (as is the case in California);
• allowing them only for higher paid employees, ie those who are more likely to hold highly sensitive confidential information; and
• combining a ban below a salary threshold with a statutory limit of three months’ duration.

The government is eager for growth and is looking to the science/tech sector in particular. It promised to pull the UK ahead by growing the economy but has had an uncomfortable first year. Its argument for limiting covenants is that doing so will boost labour market dynamism by allowing workers to move jobs or build their own start-up businesses. Companies at critical stages of growth must be able to access the talent they need. Enabling that will promote competition and innovation from entrepreneurs.

The consultation paper recognises that against these arguments is a company’s need to protect its confidential information so that it is able to recruit and grow. For this reason, limiting the use of restrictive covenants to smaller companies would allow for protection at the early stages of growth but, once well established, a company would be expected to weather the disruption naturally caused by staff moves.

The consultation is at an early stage, and only time will tell how these proposals will play out. What seems likely, however, is that:

• the fact that the current government has picked up on this issue (left over from the previous government) means there is some will to make a change;
•  there will be a restriction on the length of non-compete provisions, to three or six months, and they will be permitted for senior staff only;
•  this change will not take place any time soon – the government has enough on its plate;
• any change will affect only ‘non-competes’: the restriction will not extend to non-solicitation or non-dealing clauses. However, as the consultation paper recognises, an extensive prohibition on client solicitation and client dealing, could, in certain industries, amount to the same thing;
• even where permitted, restrictive covenants will only be enforceable to the extent they are reasonable and protect a legitimate business interest of the employer.

Interestingly, the government does not appear to be considering the option of an employer paying the employee for the length of the non-compete, which was one of the proposals made by the previous government.

As always, the strongest protection for a company will be garden leave, where the departing senior employee remains employed and subject to a duty of fidelity, but unable to interact with clients. Solid confidentiality clauses will also be key, ideally ones written in clear English that identify the confidential information, as opposed to a ten-line sentence cobbled together from various precedents, that does not relate to the company’s business.

The consultation hints that restrictions on equity vesting might not fall under the prohibition. If a company can restrict the vesting of equity based on competition, that will still fall under the normal rules of reasonableness/legitimate interest. It may be worth considering an element of vesting that does not cease on termination but is subject to non-competition. This is very common in the USA.

Employers who have strong views on any of these options may wish to participate in the consultation, which closes on 18 February 2026. The consultation paper can be found here.

It is clear that 2026 will be a massive year in the field of employment law. We will continue to keep you up to date on all developments, including in relation to the consultation on non-competes, and the progress of the new Employment Rights Act. In the meantime, for any queries, please contact Paul Mander, Tom Walker or your usual contact in the Penningtons Manches Cooper employment team.

On 6 October 2025, people across the globe will come together to mark World Cerebral Palsy Day, a day dedicated to raising awareness, promoting inclusion, and celebrating the lives of over 18 million individuals living with cerebral palsy (CP) worldwide.

This year’s theme, ‘Unique and United’, reflects the significant diversity within the CP community and the collective strength that comes from standing together. Cerebral palsy is the most common physical disability in childhood, affecting approximately one in every 400 children in the UK, with around 1,800 new diagnoses each year. Globally, CP occurs in one to four of every 1,000 live births, with prevalence varying by region and access to healthcare.

CP is not a single condition – it encompasses a group of disorders that affect movement, posture, and coordination. The way it presents can differ significantly from person to person. Some individuals may experience mild motor challenges, while others may face complex physical and cognitive impairments. This variability means that no two people with CP are the same, and their support needs must be approached with care and precision.

To ensure every individual can thrive, support must be tailored. Therapies, assistive technologies, mobility aids, communication tools, and care plans should be designed around each person’s unique strengths and challenges. Whether it is physiotherapy to improve mobility, speech therapy to enhance communication, or adaptive equipment to foster independence, the goal is to unlock potential and maximise opportunity.

World Cerebral Palsy Day is a call to action – a chance to challenge misconceptions, promote understanding, and advocate for inclusive policies that ensure people with CP have equal access to education, employment, healthcare, and community life. By recognising the uniqueness of each individual, and embracing the power of unity, the aim is to build a more inclusive society, one where everyone, regardless of ability, is supported to live a full and meaningful life.

Our team regularly acts for individuals with a diagnosis of cerebral palsy as a result of medical negligence, and ensures that all aspects of their needs are considered as part of any legal claim, empowering them to reach their full potential.

As part of the bicentennial celebration of Thomas Cooper’s founding in 1825, Penningtons Manches Cooper is spotlighting a different standout case conducted by the firm across its two centuries of English legal practice for each month of 2025.

This eighth instalment focusses on the House of Lords’ decision in United City Merchants v Royal Bank of Canada, The American Accord [1982] 2 Lloyd’s Rep 1; the foundational case on the autonomy of documentary credits, the scope of the fraud exception, and the treatment of illegality/exchange control issues.

A new world reserve currency

As WWII drew to a close, US and UK treasury representatives devised a new international monetary system that would facilitate global trade without fear of the currency depreciation or dramatic exchange rate fluctuations of the Great Depression.

Established in July 1944, the Bretton Woods Agreement was an Americanised accord among 44 nations with exchange rate stability as its prime goal. Under a system of fixed exchange rates, the US dollar was pegged to gold at $35 an ounce, and other currencies were pegged to the dollar. The US dollar became the world’s reserve currency and was as good as gold.

Under Bretton Woods, post-war reconstruction was sustained by a long stable period of economic growth. Currency trading was largely suppressed and international investment was mostly channelled into foreign infrastructure, such as overseas factories. However, for the system to work, the dollar peg to gold had to be maintained, otherwise speculators might buy gold at $35 an ounce to sell on the open market.

As the Vietnam War endured through the 1960s, more dollars were printed to pay for US government expenditure. In 1971, President Nixon unilaterally devalued the dollar and ended its convertibility to gold, as the US gold supply could no longer support the number of dollars in circulation. After a further 10% devaluation in 1973, Japan and the EEC member countries chose to float their currencies. Bretton Woods was formally ended by the Jamaica Accords of 1976, which came into effect on 1 April 1978.

American Accord

In October 1975, a British company Glass Fibres and Equipment Ltd agreed to supply Vitrorefuerzos SA of Peru with 11 components, which Vitro could assemble into a glass fibre forming plant. The contract price was to be paid by irrevocable letter of credit subject to the Uniform Customs and Practice terms. However, at Vitro’s request, the price was doubled to $662,086 on the professed basis that the balance would be used to purchase further equipment and it would be simpler to open only one credit. The excess $331,043 was to be transferred by Glass Fibres to an account in Miami designated by Vitro.

Vitro instructed Banco Continental SA of Peru to open the letter of credit, which was done on 30 March 1976 with Royal Bank of Canada acting as the confirming bank. Glass Fibres assigned their rights under the credit to United City Merchants.

The documentary credit, as extended, required that the goods be shipped by 15 December 1976. However, the components were only loaded on board the vessel American Accord on 16 December. The bills of lading prepared by a Mr Baker, who was employed by the carrier’s agents, EH Mundy (Freight Agencies) Ltd, were dated 15 December and falsely stated that the goods were on board on that date. Correction fluid had been used to overwrite the original date of 16 December.

When the documents were presented under the letter of credit, Royal Bank of Canada rejected them on grounds that the shipment date was incorrect. Vitro had become aware that the American Accord had left England on 17 December, and so had instructed Banco not to pay the credit.

United City Merchants and Glass Fibres commenced proceedings. Royal Bank of Canada, Vitro and Banco sought to defend the claim on the grounds that Mr Baker had committed fraud, and this entitled the bank to reject the documents.

High Court

Having considered Mr Baker’s evidence, including ‘the strangeness of his theory justifying when goods packed in a container can truthfully be said to be shipped or on board a ship’, Mr Justice Mocatta determined that Mr Baker had indeed made a fraudulent misrepresentation. However, this fraud was not implemented on behalf of the plaintiffs, as EH Mundy were acting for the carrier, and were remunerated through a commission on freight.

The learned judge observed that a bank may refuse to pay where a documentary fraud is personally committed by a beneficiary, as the law does not permit a right of action to arise out of a claimant’s own wrongful act: ex turpi causa non oritur actio. But that finding did not extend to Glass Fibres and United City Merchants, who were not found to have committed any wrong. There was insufficient evidence to show they were complicit or aware of the inaccuracies in the bills. Both plaintiffs had declined to give oral evidence before the court.

Rather, the documents they presented apparently conformed with the requirements of the credit, which was an independent contract operating autonomously from the underlying contract of sale. Mr Justice Mocatta acknowledged that this is furthermore recognised by art 8(a) of the applicable UCP terms, which states that ‘[i]n documentary credit operations all parties concerned deal in documents and not in goods.’

A monetary transaction in disguise

Thomas Cooper & Stibbard acted for Banco. Perhaps sensing the way the wind was blowing, Banco obtained leave during the trial to amend its defence to allege that the sale contract was illegal because, through artificially doubling the price, the agreement was enabling the transfer of funds out of Peru. That country’s exchange control regulations provided that ‘it is prohibited for individuals or corporations in Peru … to maintain or establish deposits in a foreign currency … abroad’ and made it ‘an offence of fraud against the State’ to over-value imports and obligations payable in foreign currency.

Banco alleged that the contract was therefore unenforceable under English law by reason of part I, art. 8, s. 2(b) of the Bretton Woods Agreement Order in Council 1946, which stipulated:

‘Exchange contracts which involve the currency of any member and which are contrary to the exchange control regulations of that member maintained or imposed consistently with this Agreement shall be unenforceable in the territories of any member.’

Following a further trial specifically dealing with this defence, Mr Justice Mocatta held that the effect of the contract would have been:

‘…the receipt … of a large number of US dollars which Vitro, through Banco, would have had to repay over a period of five years by selling Peruvian soles for dollars. In these very unusual circumstances I think the sale contract between the plaintiffs and Vitro can be described as constituting an exchange contract by being a monetary transaction in disguise ….’

The documentary credit was therefore equally unenforceable, as the judge would not allow it to be used as a means of avoiding the Bretton Woods order. Banco had successfully defended the claim.

Court of Appeal

A unanimous Court of Appeal, comprising Lord Justice Stephenson, Lord Justice Ackner and Lord Justice Griffiths, agreed with the overall outcome, albeit for different reasons.

The court acknowledged that an elaborate commercial system has built up on the footing that confirmed irrevocable documentary credits are ‘the lifeblood of international commerce’ and operate ‘collateral to the underlying rights and obligations between the merchants’.

However, that was not the only consideration. This letter of credit was ‘part and parcel of a scheme to defeat the Peruvian exchange control regulations’, as the underlying purchase contained ‘terms which betray the wolf of an unenforceable exchange contract in the sheep’s clothing of an enforceable sale contract’.

A balance had to be struck: ‘International trade requires the enforcement of letters of credit but international comity requires the enforcement of the Bretton Woods Agreement.’ The court decided to treat as unenforceable only the portion of the documentary credit that did not correspond with a genuine payment for machinery and freight.

The defendants regardless succeeded in full, as the court found that the fraudulently completed bill of lading did not conform with the requirements of the documentary credit. If the bill of lading tendered under the credit had been forged by a third party, then it would have been a nullity. The court took the view that the bank would not have been obliged to take up a worthless forgery that gave it no security, and there were no grounds for treating differently a genuine bill of lading that was fraudulently completed by a third party.

House of Lords

Lord Diplock gave the judgment of the House of Lords, with whom the other law lords agreed.

The Court of Appeal had decided the Bretton Woods point correctly:

‘The question whether and to what extent a contract is unenforceable under the Bretton Woods Order in Council 1946 because it is a monetary transaction in disguise is not a question of construction of the contract, but a question of the substance of the transaction to which enforcement of the contract will give effect.’

But it was Mr Justice Mocatta who had correctly determined the fraud issue. The commercial purpose of confirmed irrevocable documentary credits is ‘to give to the seller an assured right to be paid before he parts with control of the goods that does not permit of any dispute with the buyer about the performance of the contract of sale’. The suggestion that banks could reject apparently conforming documents that contained inaccuracies would itself be rejected, as it would ‘destroy the autonomy of the letter of credit, which is its raison d’être’.

There was no reason to draw a distinction between documents that inadvertently contained inaccuracies and documents where the same inaccuracy had been inserted by a third party with intention to deceive if, in either case, the beneficiary was unaware. The bill of lading in question was a valid receipt, document of title, and a transferable contract of carriage. It was not a nullity, so that question did not arise.

Legacy

The Court of Appeal has since addressed the nullity question in Montrod Ltd v Grundkotter Fleischvertriebs GmbH [2001] EWCA Civ 1954; the fact that a document is a nullity does not constitute an exception to the autonomy principle.

Often cited in leading practitioner texts, the American Accord is referenced in Chitty on Contracts, 35th Ed inter alia as support for the proposition that ‘if the fraud is that of an independent third party… then the seller can still enforce the credit, so long as he is unaware of the fraud at the time of presentation.’

According to Benjamin on Sale of Goods, 12th Ed, the case demonstrates that ‘a documentary credit will not be enforced if realization would contravene the UK’s obligations under supra-national norms’.

Relying on the judgment to help define ‘an exchange contract’, Dicey, Morris and Collins on the Conflict of Laws, 16th Ed, observes that ‘[t]he question is whether the transaction as a whole is in substance a monetary transaction, irrespective of the form of the individual contracts that make it up.’

In recent years, Malaysia has intensified its surveillance and enforcement efforts to address growing concern over unauthorised activities within its waters.

One key focus is illegal anchoring which has led to the detention of dozens of foreign flagged vessels, fines and, in some cases, reputational damage for the vessel owners.

A new era of strict enforcement

In July 2025 the Malaysian Maritime Enforcement Agency (MMEA) and the Malaysian Marine Department reaffirmed their zero-tolerance approach to unauthorised anchoring.

The MMEA is also commonly referred to as the APMM (Agensi Penguatkuasaan Maritim Malaysia).

The MMEA and Marine Department issued fresh warnings, heralding a crackdown on unauthorised maritime activity, including illegal anchoring and ship-to-ship (STS) transfers. Notably, this move follows a series of high-profile detentions involving bulk carriers and tankers that failed to obtain proper anchorage permits. Some were even unaware that they had entered restricted waters.

At the same time, the authorities reaffirmed the requirement for all vessels to keep their AIS (Automatic Identification System) switched on at all times while in Malaysian waters.

Framework

Malaysia regulates anchoring under various statutes, shipping notices, port circulars and technical circulars issued by the MMEA and Marine Department.

Vessels may only anchor in designated areas with prior approval from the Marine Department.

Violations can result in detention, fines and criminal liability for the master and shipowner.

Implications of illegal anchoring in Malaysian waters

• Immediate detention: vessels found at anchor without valid authorisation may be boarded and detained and, in some cases, escorted to port.
• Fines and penalties: monetary penalties may reach up to RM 100,000 (approximately USD 21,000) per offence or imprisonment for responsible individuals.
• Operational delays: detained ships may be held for extended periods, disrupting operations, and leading to potential exposure under charterparties.

Practical recommendations

• Ensure anchoring occurs only in designated zones with official approval.
• Submit timely applications for anchorage and STS activities with clear documentation of intent and purpose.
• Keep AIS active at all times, as required, and promptly notify the Marine Department if temporary deactivation is necessary.
• Educate bridge and operations teams on local laws and consequences of non-compliance.

Conclusion

Malaysia’s maritime enforcement posture reflects a broader regional trend of coastal states asserting their jurisdictional rights over their waters. Shipowners, charterers and operators must remain vigilant, as ignorance of local laws offers no defence.

This article is for informational purposes only and does not constitute legal advice.

This first article in a three-part series considers recent decisions by the English courts on the enforcement of arbitral awards from Pakistan. Produced in collaboration with leading Pakistan law firm, ABS & Co, it examines the volatile nature of the energy sector in Pakistan, highlighting the risks arising from the termination of Power Purchase Agreements (PPAs) with the Governent of Pakistan or its state-owned enterprises, in a period where the country is transitioning towards solar power and the contractual terms (including Take-or-Pay clauses) are proving to be financially unsustainable.

We focus on recent decisions of the English courts and London-seated arbitrations on disputes in the sector, in particular the recent decision of the Court of Appeal in Star Hydro Power Limited -v- NTDC.

Arbitration of PPAs in England & Wales

Arbitration is typically the forum selected for the resolution of disputes arising from the operation of PPAs. Similarly, Bilateral Investment Treaties (BITs) generally include a provision that disputes incapable of resolution between an investor and a state shall be submitted to international arbitration.

Arbitrations are well suited to resolve quarrels stemming from PPAs, and disputes in the energy sector more generally, for a number of reasons:

• proceedings are generally confidential which protects the commercial and politically sensitive subject matter of energy disputes;
• the parties can select the arbitrator(s), ensuring that candidates have the necessary experience and proficiency in the relevant industry;
• the arbitrator(s) should be entirely independent (indeed, arbitrators are often based outside the jurisdiction in which the dispute is centred);
• arbitrations can be concluded much quicker and arbitral awards can typically be enforced more efficiently than judgments handed down by courts; and
• the parties can agree the location of hearings (the seat of the arbitration) and the arbitral institutions that will administer the proceedings and whose rules will govern them.

London remains an extremely popular seat for arbitrations generally, and those involving energy disputes. In 2023, 9.5% of energy arbitrations were based there, placing it ahead of both Paris and New York City[1]. Reasons for its popularity include the integrity of its legal system, the expertise of legal professionals and arbitral bodies, the reputation of its judiciary, and London’s geographical location. English arbitral awards are directly enforceable in over 160 jurisdictions under the New York Convention (the Convention) and the impending implementation of the Arbitration Act 2025 (on 1 August 2025) will serve to reinforce London’s prominent position as a favoured seat for energy disputes and international arbitrations more broadly.

Recent decisions of the English courts on PPAs

Although arbitral proceedings benefit from confidentiality, they sometimes spill out into the domestic courts. This usually happens when a party seeks to appeal a tribunal’s award, or where issues concerning enforcement arise.

The English courts have considered several disputes arising from London-seated arbitrations concerning PPAs in recent years and these are considered below.

Anti-suit injunctions

Atlas Power
In Atlas Power Limited & Others -v- National Transmission and Dispatch Company Limited[2] a group of Pakistani IPPs successfully obtained an anti-suit injunction against the National Transmission and Dispatch Company (NTDC) of Pakistan in the English High Court. The injunction prevented NTDC from challenging an LCIA award elsewhere than the courts of England and Wales. The underlying dispute concerned sums NTDC owed to nine IPPs in respect of Pakistani law governed PPAs entered into between 2006 and 2008.

The matter was initially referred for determination by an expert who found that NTDC was liable to the IPPs (the Determination). The Pakistani Governent went on to obtain an injunction from the Pakistani courts which prevented the parties from acting upon the Determination. However, following further jurisdictional challenges, the IPPs ultimately succeeded in obtaining a partial final award (the Award) from the London-seated arbitration. NTDC then applied to the Pakistani courts for an order to set aside the Award. The IPPs responded by successfully applying to the High Court of England for an anti-suit injunction. The High Court agreed that the Award had correctly held that the seat of the arbitration was London and that the English courts had exclusive supervisory jurisdiction over the LCIA arbitration.

The decision in Atlas Power emphasises the importance of parties clearly defining the seat of arbitration in a dispute resolution clause and the value of clear drafting where parties seek to tailor an arbitration clause. A failure to do so can, as in this case, lead to expensive delays in the form of satellite litigation.

Star Hydro
NTDC has more recently once again found itself a party to proceedings in the English courts where it has been resisting an application against it for an anti-suit injunction.

In Star Hydro Power Limited -v- NTDC[3], Star Hydro, the claimant, had been awarded various monetary sums against NTDC in 2024 following another LCIA arbitration. In not dissimilar circumstances to the dispute between Orient Power Company (Private) Limited -v- Sui Northern Gas Pipelines Limited (which will be covered in more detail in the second article in this series), NTDC brought proceedings in Lahore under the Convention seeking partial recognition of certain findings in the award and a declaration of non-enforceability of other parts (including on the basis that the tribunal’s findings were contrary to both Pakistani law and public policy). Crucially, the proceedings in Pakistan were issued prior to Star Hydro seeking to recognise the arbitral award in any jurisdiction. Star Hydro sought an anti-suit injunction to restrain the proceedings in Pakistan on the basis that they were a disguised challenge of the award. Star Hydro argued that the Pakistani proceedings breached an implicit ancillary agreement that such challenges should only be brought under English law as the curial law of the arbitration and in the English courts.

At a first instance hearing in November 2024 the High Court refused to grant an anti-suit injunction to Star Hydro and found in favour of NTDC[4]. It held that it must be assumed that a court will only recognise or enforce an award in compliance with the provisions of the Convention. Further, a losing party is not bound to bring any challenge to the arbitral award in the courts of the seat (in this case, England). Additionally, the right to resist recognition or enforcement of an award under the Convention is a right which may be asserted pre-emptively (i.e. where the successful party in an arbitration has not yet sought recognition or enforcement). Accordingly, NTDC was entitled to seek recognition of parts of the findings in the award in Pakistan. The court noted that it was up to the Pakistani courts to determine if parts of the award were unenforceable in Pakistan as a matter of Pakistani public policy.

However, Star Hydro appealed and the Court of Appeal overturned the High Court’s decision, granting the anti-suit injunction. In its judgment[5], the Court of Appeal held that it was the English court, as the supervisory court of the arbitration, which had exclusive jurisdiction over any challenges to the award. It characterised NTDC’s application in the Lahore proceedings as a ‘full-throated challenge’ to the award, brought in breach of the arbitration clause and the exclusive jurisdiction of the English court. The appeal court interpreted NTDC’s challenge to the award in Lahore as the same type of challenge injuncted in Atlas, where NTDC attempted to avoid the supervisory jurisdiction of the English court by arguing the Pakistani courts had concurrent supervisory jurisdiction. The Court of Appeal has now confirmed the significant obstacles to mounting a challenge to a London seated award in Pakistan. This may not represent the end of the story as an appeal to the Supreme Court by NTDC remains a possibility.

Parties to PPAs which contain clauses referring disputes to arbitration will await the conclusion of any further appeal with interest given the potential implications it will have for litigants post-award.

Appeals under the Arbitration Acts 1996 and 2025

The Arbitration Act 1996 (the predecessor to the Arbitration Act 2025 which comes into force on 1 August 2025) allowed a party on the receiving end of an unfavourable arbitral award to challenge it in the English courts. While the new Arbitration Act 2025 limits a party’s entitlement to a full rehearing of evidence heard by the original tribunal, it remains possible to challenge an arbitral award on the grounds that the tribunal did not have substantive jurisdiction. There have been two notable decisions in recent years involving attempts to challenge awards made in LCIA arbitrations relating to PPAs in Pakistan.

Sui Northern Gas Pipelines Limited -v- National Power Parks Management Company (Private) Limited[6] concerned two Gas Supply Agreements (GSAs) under which the claimant (SNGPL) agreed to supply and the defendant (NPPMCL) agreed to take or pay for gas to be used at two power plants it operated in Pakistan. A dispute arose between the parties concerning invoices issued by SNGPL. NPPMCL commenced LCIA arbitration proceedings in which it sought a declaration that SNGPL had not been entitled to issue the invoices. SNGPL counterclaimed, seeking arrears it alleged were owed to it by NPPMCL. The tribunal ultimately found in favour of NPPMCL.

SNGPL challenged the award in the English High Court under section 68(2) of the Arbitration Act 1996 on the basis of a serious irregularity in the arbitration proceedings. The challenge centred on the tribunal’s finding that each of SNGPL’s invoices had to be issued before the end of the relevant month. SNGPL argued that this had not been pleaded before the tribunal by either party and was a commercially unworkable interpretation of the GSAs. SNGPL also mounted a secondary challenge, arguing that the tribunal’s award of interest in favour of NPPMCL was too high.

The court found against SNGPL on both issues. First, it was held that SNGPL’s position concerning the tribunal’s finding as to the timing of invoices was not the true effect of the tribunal’s award. Second, SNGPL’s challenge of the rate of interest failed as the court found that the tribunal had discretion as to the rate of interest it awarded and had exercised this properly.

The judgment in Sui demonstrates the inherent difficulty in challenging an arbitral award on the basis of irregularity. This is especially so, as in this case, where the matters which form part of the challenge were in play during the arbitration. The new Arbitration Act 2025 will make it even more difficult to challenge an award for lack of substantive jurisdiction. Interestingly, in a judgment handed down by the High Court a year later, SNGPL successfully defended a s.68 challenge to an award made in its favour by a different LCIA tribunal, again in relation to a take or pay provision in a GSA[7].

Conclusion

The decisions considered above demonstrate the continued appeal of London-seated arbitrations for the resolution of disputes arising from the operation of PPAs in Pakistan. The attractiveness of London as a hub for international energy arbitrations looks set to continue. Where necessary, the English courts can go on to play an active role in resolving disputes that emanate following the issuing of arbitral awards – though successfully overturning awards under the Arbitration Act 2025 clearly remains a high hurdle to overcome.

Parties to IPPs would be well-advised at the drafting stage to ensure that dispute resolution clauses and arbitration agreements are thoroughly and clearly defined. This will help avoid surplus and costly litigation. Where parties to PPAs spot a dispute on the horizon they should swiftly seek local and, if appropriate, English advice to ensure best protection.

This article was co-authored by Bakhtawar Bilal Soofi and Ahmed Reza Mirza of ABS & Co. 

[1] Jus Connect:- Energy Arbitration Report, October 2023.

[2] [2018] EWHC 1052 (Comm).

[3] CL-2024-000527

[4] NCN [2024] EWHC 3258 (Comm).

[5] Handed down on 24 July 2025

[6] [2023] EWHC 316 (Comm).

[7] Quaid-e-Azam Thermal Power (Private) Ltd -v- Sui Northern Gas Pipelines Limited [2024] EWHC 70 (Comm).

A faith-based charity by definition is any charitable organisation that has the advancement of religion in its objects. While this includes places of worship, it also extends to charities with religious values at their core, such as almshouses operating under Christian principles.

At the June 2025 Charity Law Association (CLA) members’ meeting, Saffa Mir, an associate in the charities team at Penningtons Manches Cooper and a member of the CLA executive committee, shared key considerations when advising faith-based charities. Her talk drew on lessons learn from recent statutory inquiries, as notably, 50% of the statutory inquiry reports published by the Charity Commission over the last year have involved faith charities. Below is a summary of the key themes and practical tips trustees and charity leaders should take to ensure regulatory compliance.

Common issues for faith-based charities

Handling of money

Cash collection at places of worship is common, so charities should therefore consider:

• Is the cash held securely?
• How soon is it deposited into the bank after collecting?
• Who is counting the cash? Is it counted by unrelated parties?
• Is there risk of fraud?
• Is it communicated to the donors what the money is going towards?

Sending money internationally to support causes abroad is also common in faith-based charities. While this is an appropriate practice, charities should ensure they have the correct policies and procedures in place. They should have clear oversight of exactly where the money is going, who it’s going towards, and should consider communicating this to the donors to ensure transparency and accountability regarding how their contributions have been used.

Collective decision making

A charity board should be balanced – all trustees are responsible for decision making as a collective group, so trustees should ensure that one individual doesn’t have a higher level of decision making power, even if they have spiritual authority and are highly respected by the rest of the board.

Trustees must always act in the best interests of the charity when making decisions. While personal, spiritual, or moral views may influence individual perspectives, trustees are collectively responsible for ensuring that all decisions align with the charity’s purpose and legal obligations. Where conflicts arise, the focus must remain on what best serves the charity and its beneficiaries.

Safeguarding

Faith-based charities, like many other charities, often have an ‘open door’ policy where relationships outside of the place of worship may be created. They also work with children or adults at risk, so it is important that safeguarding policies are in place and people are aware of who and where things can be reported if necessary.

Lessons from statutory inquiries

A statutory inquiry is a legal power enabling the Charity Commission to formally investigate matters of regulatory concern within a charity. Of course, charities want to avoid this happening, so summarised below are common issues in the statutory inquiries into faith-based charities that the Penningtons Manches Cooper charities team has been involved in, with tips on how they can potentially be avoided.

Lack of due diligence into external speakers

On occasions where external speakers come into charities, there is a risk that they might say something inaccurate or inappropriate. Policies and procedures should be in place, for example implementing a code of conduct for speakers to sign to ensure alignment with the charity’s values and expectations.

Trustees should also feel empowered by the legal and regulatory duties they have to abide by. If someone speaking on behalf of the charity does say something inaccurate or inappropriate, the trustees have a duty to call it out. Whether that be at the time, or putting a public statement out afterwards, to say it doesn’t represent the views of the charity itself.

You can view a snippet of Saffa’s talk on this topic here.

Having a dominant figure on the board

As mentioned previously, all trustees are collectively responsible for decision making, so having a dominant figure on the board can quite often lead to issues. To promote balance, charities may wish to consider expanding the board to include a broader range of voices.

Conflicts of interest not being managed

A lot of faith based charities are community led, with members of the community involved, so it is not uncommon for relationships and agreements being entered into with individuals or organisations that trustees are personally acquainted with. Although fine as a concept, trustees must be reminded that the agreement or relationship must be in the best interests of the charity. Trustees should also be mindful how conflicts of interest are managed between trustees where people know each other and have those personal relationships.

Objects not being applied

A common issue is a charity’s funds and assets not being applied in accordance with the objects. For example, if a charity is partaking in international fundraising, the charity’s objects must be amended to show this. We quite often see charity’s objects not being updated to reflect all their activities, so they may be left as simply ‘providing a place of worship’. However, if international fundraising and other activities are taking place, reflecting this in the objects is a simple and straightforward step to avoid any regulatory issues.

Filing late accounts and annual return

Finally, filing late accounts and annual return is a common cause of statutory inquiries. This often arises not from deliberate neglect, but from trustees unintentionally overlooking this aspect of the role. An easy win to avoid such issues is to get in touch with an accountant to ensure that all financial reporting requirements are met accurately and submitted on time.