Consent in arbitration limits liability of non-signatory corporate controllers; veil piercing requires proof of fraud or abuse.

Arbitration depends on consent, and a non-signatory shareholder or managing director cannot be bound to the arbitration agreement merely because he controls or manages the company. The tribunal's jurisdiction was confined to parties who actually agreed to arbitrate, and there was no shown implied consent by the petitioner in his personal capacity. The tribunal also could not pierce the corporate veil on its own, because that exceptional power rests with courts and requires proof of fraud, sham, abuse, or misuse of the corporate form. No such foundation was established, so the award could not be sustained against the petitioner.

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Issues: Whether an arbitral tribunal could hold a non-signatory shareholder and managing director liable under the arbitration agreement and award, by treating him as bound through corporate veil piercing or alter ego reasoning.

Analysis: Arbitration is founded on consent, and the tribunal's jurisdiction is confined to parties to the arbitration agreement. A person who neither signed the agreement in his personal capacity nor otherwise entered into an agreement to arbitrate cannot be brought within the arbitration merely because he controls or manages the company. The materials did not show implied consent by the petitioner to arbitrate in his personal capacity. The tribunal also had no jurisdiction to pierce the corporate veil or disregard the company's separate legal personality, since such exceptional power belongs to courts and is available only where the corporate form is used for fraud, abuse, or other improper purposes. No foundation of fraud, sham, or misuse of the corporate structure was established to justify treating the petitioner as personally bound.

Conclusion: The award could not be sustained against the petitioner, and the challenge succeeded to that extent.

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