<center><span class="news-text_medium">Court:</span> Court of Appeal (Civil Division)</center>
<center><span class="news-text_medium">Judgment date:</span> 20 February 2026</center>
The dispute arose from a share purchase agreement (“<span class="news-text_medium">SPA</span>”) under which Mr David Gluck sold a 50% shareholding in Net Pex Ltd to Evertop Limited. Mr Chaim Yaakov Endzweig guaranteed the purchase price, payable in four instalments. The SPA provided for English law and stated that disputes were to be “finally resolved by arbitration by the Beth Din” in accordance with Beth Din procedures, with judgment on any award capable of being entered in court.
Schedule 7 to the SPA contained a purchase price adjustment mechanism under which the price would reduce if Net Pex’s profits over the first two and a half years fell below a specified threshold. A dispute emerged in late 2019 as to whether instalments should be reduced under Schedule 7. On 11 December 2019, the parties signed a further agreement headed “arbitration agreement”, appointing two Rabbis as arbitrators in relation to disputes and claims between them.
The agreement stated that it was “valid according to the Arbitration Act” and included a provision that the Beth Din had authority to issue interim judgments and to “amend and add to and change” the judgment it had given “at any time” (the “<span class="news-text_medium">unlimited amendment clause</span>”). The agreement also included language aimed at preserving its validity notwithstanding any “deficiency” or “excess”.
After hearings in 2022 and 2023, the Beth Din issued a partial award (referred to as a Psak) on 15 March 2024 (the “<span class="news-text_medium">First Award</span>”), confirming that Evertop and Mr Endzweig were entitled to a price reduction and directing a further hearing to quantify it. On 28 May 2024 the Beth Din issued a further award (the “<span class="news-text_medium">Second Award</span>”), requiring payment of £459,228.03 to Mr Gluck.
Following communications between Mrs Endzweig and the Beth Din, the Beth Din’s secretary emailed on 6 June 2024 indicating that figures were still being reviewed and that an amount would be withheld pending a ruling on a tax-related point. Mr Gluck subsequently queried delays and requested reasoning for the awards. The parties’ communications with the Beth Din were not consistently copied to each other.
When payment was not forthcoming, Mr Gluck applied without notice under section 66 of the <span class="news-text_italic-underline">Arbitration Act 1996</span> for permission to enforce the Second Award. HHJ Pelling KC granted the application on 8 November 2024. On 15 November 2024 the Beth Din’s secretary emailed stating that the review remained ongoing and that the Second Award was “not yet final”. The respondents applied under CPR r.62.18(10) to set aside the section 66 order, contending the Second Award lacked finality and alleging inadequate disclosure on the without notice application.
On 10 February 2025 the Beth Din issued an amended award (the “<span class="news-text_medium">Third Award</span>”) reducing the sum payable to £258,974.85. On 21 February 2025 HHJ Keyser KC set aside the enforcement order. Mr Gluck appealed.
The Court of Appeal allowed the appeal and restored HHJ Pelling KC’s order granting permission to enforce the Second Award.
<span class="news-text_medium">Finality is essential to a valid arbitration agreement:</span> The Court emphasised the centrality of finality to arbitration under the <span class="news-text_italic-underline">Arbitration Act 1996</span>, reflected in section 1(a) (fair resolution without unnecessary delay) and section 1(c) (limited court intervention). While party autonomy is a core principle (section 1(b)), it does not extend to agreements under which an award never becomes final and binding. The Court relied on authority indicating that parties cannot agree to a process that does not and cannot produce a binding resolution and still call it arbitration.
<span class="news-text_medium">The unlimited amendment clause could not stand as written:</span> On its face, the unlimited amendment clause allowed the tribunal to alter awards indefinitely. The Court held that this would prevent any point at which enforcement could safely occur, since the award could always be changed. Suggestions that the Beth Din could declare itself functus officio did not cure the difficulty, because the clause would allow the tribunal to revisit even that declaration. The Court also rejected the notion that awards should be treated as “draft” until the Beth Din confirmed finality, as the tribunal could still choose to reopen matters under the clause.
<span class="news-text_medium">Section 57 could not “save” an unlimited power of amendment:</span> Although section 57(1) permits parties to agree the tribunal’s powers to correct an award or make an additional award (and is non-mandatory), the Court held that any such agreement must still permit finality at some stage. The default regime in section 57(4)–(6) imposes time limits (applications within 28 days; corrections within 28 days; additional awards within 56 days unless extended by agreement). The phrase “at any time” was inconsistent with those limits and could not be reconciled with a requirement of finality.
<span class="news-text_medium">Repugnancy: the unlimited amendment clause defeated the purpose of the arbitration agreement:</span> Applying the approach to inconsistent or repugnant clauses (as summarised in Chitty on Contracts, 36th edition), the Court held that the unlimited amendment clause was repugnant to the parties’ evident objective: disputes were to be “finally resolved” by arbitration with awards enforceable under the <span class="news-text_italic-underline">Arbitration Act 1996</span>. The Court therefore rejected the clause as inconsistent with that purpose, notwithstanding the proviso that “everything is upheld and valid”.
The Court did not accept that the arrangement should instead be treated as a non-statutory arbitration enforceable only at common law. Both the SPA and the arbitration agreement made clear that the parties intended the <span class="news-text_italic-underline">Arbitration Act 1996</span> regime to apply.
<span class="news-text_medium">Consequences:</span> default section 57 regime applied and was not complied with: Once the unlimited amendment clause was disregarded, any correction process was governed by section 57’s default time limits. It was common ground that those time limits had not been satisfied in relation to the changes reflected in the Third Award. The Second Award therefore remained final and enforceable.
HHJ Keyser KC had been wrong to set aside the enforcement order.
HHJ Keyser KC’s decision turned on treating the Beth Din’s purported power to amend “at any time” as effective under the <span class="news-text_italic-underline">Arbitration Act 1996</span>, such that the Second Award was not final. As that clause was repugnant and could not operate within a valid arbitration agreement, the foundation for setting aside the section 66 order fell away. The Court restored the enforcement order made by HHJ Pelling KC.
The decision underlines that, as always, finality is a defining feature of arbitration under the <span class="news-text_italic-underline">Arbitration Act 1996</span>. Party autonomy has limits: parties cannot undertake an “arbitration” in which awards may be revised indefinitely and still expect the statutory enforcement regime to apply. Where an arbitration agreement contains a clause incompatible with the statutory requirement of finality, the court may treat it as repugnant and give effect to the remainder, including the default correction mechanism in section 57.
