Grounds for Appeal in Arbitration Decisions: Insights from Abraham et al v. Abraham, 2025 ONSC 770

The Ontario Superior Court’s decision in Abraham et al v. Abraham, 2025 ONSC 770, provides important guidance on the grounds for appeal under the Arbitration Act, 1991. Presided over by Justice A. Kaufman, the case examines the distinction between appeals on questions of law under Section 45 and judicial review based on procedural fairness under Section 46.

This article focuses on the court’s analysis of appeal rights under the Arbitration Act, key takeaways for parties seeking to challenge an arbitral award, and best practices for structuring arbitration agreements to mitigate future disputes.

Background of the Case

The dispute in Abraham et al v. Abraham involved a disagreement over the governance of a family-run business between Andrew Abraham and A. Abraham Holdings (the Applicants) and Lukus Abraham (the Respondent). The Applicants, dissatisfied with the arbitration outcome, sought to challenge the award in court. Their primary arguments centered on alleged legal errors and procedural unfairness.

The Respondent countered that any right to appeal was constrained by the Arbitration Act, 1991, and that the arbitration award should remain binding. The case thus turned on the proper application of Sections 45 and 46 of the Act.

The Court’s Analysis of Appeal Rights Under the Arbitration Act, 1991

Justice Kaufman’s analysis emphasized that the ability to challenge an arbitral award depends on the distinction between appeals on questions of law (Section 45) and challenges based on procedural unfairness (Section 46).

1. Section 45(1) – Appeals on Questions of Law
   • Justice Kaufman reiterated that under Section 45(1), an appeal of an arbitral award on a question of law is only permitted if the arbitration agreement expressly provides for such an appeal, or if both parties consent post-award.
   • The court found that the arbitration clause in this case did not include an express right of appeal, limiting the Applicants’ ability to challenge the award.
2. Section 46 – Judicial Review for Procedural Unfairness
   • The Applicants also sought to set aside the award under Section 46, which allows courts to intervene where an arbitration decision is tainted by fraud, bias, or a failure of natural justice.
   • Justice Kaufman emphasized that judicial review under this provision is narrow and only applicable in cases where procedural violations are so severe that they undermine the fairness of the arbitration process.
   • The court determined that the Applicants had not demonstrated a fundamental breach of procedural fairness sufficient to set aside the arbitral award.
3. Deference to Arbitral Awards
   • The ruling reinforced the principle that courts should defer to arbitral awards, barring exceptional circumstances.
   • The judge noted that arbitration is intended to provide finality and efficiency in dispute resolution, and broad judicial intervention would undermine this purpose.

Implications for Businesses and Arbitration Agreements

The decision in Abraham et al v. Abraham offers key lessons for businesses and individuals entering arbitration agreements:

1. Expressly Define Appeal Rights in Arbitration Clauses

• If parties want to preserve the right to appeal an arbitral award, this should be explicitly stated in the arbitration agreement.
• Failure to include an appeal mechanism may limit recourse to the courts, even in cases where legal errors occur.

2. Procedural Fairness Claims Face High Barriers

• Courts will only set aside an arbitration award under Section 46 in cases of clear procedural misconduct, such as bias, fraud, or denial of the right to be heard.
• Parties should ensure arbitration proceedings are conducted in accordance with principles of natural justice to avoid potential challenges.

3. Finality and Deference to Arbitration Awards

• Arbitration is designed to provide finality, and courts will generally uphold arbitral awards unless statutory exceptions apply.
• Businesses should consider whether arbitration is the best dispute resolution mechanism for their needs, particularly if retaining broad appeal rights is a priority.

Practical Takeaways for Businesses and Legal Practitioners

To minimize disputes over appeal rights, parties should:

• Clearly outline appeal provisions in arbitration agreements, specifying whether appeals on questions of law, fact, or both are permitted.
• Ensure arbitration procedures are fair and transparent to mitigate risks of procedural challenges.
• Understand the limited scope of judicial intervention under the Arbitration Act, 1991, particularly regarding procedural fairness and legal errors.

Conclusion

The Abraham et al v. Abraham decision highlights the importance of carefully structuring arbitration agreements to clarify appeal rights and procedural safeguards. Courts will generally defer to arbitral awards, reinforcing the need for parties to fully understand the implications of arbitration before agreeing to its use. By drafting precise arbitration clauses and ensuring fair proceedings, businesses and individuals can better navigate arbitration and minimize the risk of unexpected legal obstacles.

Contact Us: If your business relies on arbitration agreements, ensuring they are carefully drafted can make all the difference in protecting your rights. Whether you need guidance on structuring arbitration clauses, navigating a dispute, or assessing your options for appeal, our team is here to help. Contact us today to discuss how we can assist with your arbitration and dispute resolution needs.

About the Author: Lama Bakroun is an Associate in our Construction Department. Lama has extensive experience in commercial arbitration, cross-border litigation and contentious matters, having handled a broad range of disputes relating, inter alia, to construction, contracts, commercial transactions, employment and corporate issues. Lama has conducted arbitrations under the ICC and other institutional arbitration rules, and has a particular focus on construction related disputes. Lama has experience advising clients on complex litigation and prelitigation strategies in relation to general commercial disputes.

DISCLAIMER: This article is for general information purposes only and is not (and should not be construed as) legal advice. The information contained herein summarizes only certain aspects of the subject matter and is not a comprehensive review of applicable law. All of the foregoing is subject to legal and accounting advice based on the particular circumstances of each potential client.