What Your Sanctions Clause Forgot to Say

Your sanctions clause probably works fine — right up until someone suspends instead of terminating. That's the quiet lesson buried in DWL v DWM ([2026] SGHC 179), a Singapore High Court decision that reads like a stress test for every "sanctions-resistant" contract drafted since 2022.

A supplier and an energy producer, a contract in a sanctioned jurisdiction, and a bespoke clause obliging the supplier to either seek an export licence or redesign its equipment if sanctions bit. Sanctions bit. Subcontractors vanished, licences stalled, a payment got withheld "for commercial reasons." The supplier suspended the contract. A month later, the buyer terminated it — arguing the supplier's mitigation duty had survived its own suspension, and the supplier had breached it by standing still.

The tribunal agreed. But it got there by reading two contract clauses that neither party had ever put in front of it. The supplier cried foul: excess of jurisdiction, denial of a fair hearing, set the award aside.

The Court said no. A tribunal invited to interpret a clause "against the whole contract" is not trespassing when it does exactly that, even if the specific provisions it lands on were never cited by number. The question isn't whether every clause was pleaded. It's whether the type of reasoning was foreseeable once the real question was on the table. Here, it was.
The Court did add that the tribunal might have flagged those clauses first. But "could have been more careful" and "acted unlawfully" are different tests, and mixing them up is how good arguments turn into losing applications.

Here's the part worth stealing for our next drafting session: everyone writes a clause for what happens if performance becomes impossible. Almost no one writes one for what happens once a party suspends rather than walks away. That gap is exactly where this dispute was born — and exactly what the tribunal had to fill in, on the parties' behalf, without asking either of them first.

Draft for suspension. Someone will eventually decide what survives it — better that it's you.