Commercial interpretation of arbitration clauses upheld valid nomination where departmental reference identified the officer handling the contract subject matter.

A contractual arbitration clause was construed commercially to preserve the parties' bargain rather than defeat it on technical uncertainty. Although the Ministry of Food and Agriculture had later been bifurcated, the reference to the Secretary in that Ministry was read in context as the Secretary responsible for the contract's subject matter, namely the Department of Food. On that construction, the arbitrator nominated by that Secretary was validly appointed, and the challenge based on invalid appointment failed. The other side's participation in the arbitration without objection supported that reading, though waiver was not essential to the result.

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Issues: Whether the arbitrator nominated by the Secretary in charge of the Department of Food in the Ministry of Food and Agriculture was validly appointed under the arbitration clause.

Analysis: The arbitration clause was part of a commercial contract and had to be construed so as to uphold, rather than defeat, the bargain. Though the Ministry of Food and Agriculture was bifurcated and later reconstituted with two departments and two Secretaries, the contractual reference to the Secretary in that Ministry was understood in context to mean the Secretary dealing with the subject-matter of the contract, namely the Secretary in charge of the Department of Food. A construction that would invalidate the clause on a technical uncertainty was rejected as inconsistent with commonsense and with the evident commercial purpose of the agreement. The respondents' participation in the arbitration without objection also supported that construction, though it was not necessary to decide waiver.

Conclusion: The arbitrator was validly nominated, and the challenge to the award on the ground of invalid appointment failed.

Ratio Decidendi: A contractual arbitration clause must be interpreted commercially and pragmatically to give effect to the parties' intention, and a reference to an officer described by departmental connection may be read in context as referring to the officer responsible for the subject-matter of the contract.

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