The Santiago Court of Appeals has set aside in full the arbitral award in the Australis/Joyvio dispute, marking the first time a Chilean court has annulled an international commercial award. The ruling, issued on 24 June 2026, is now final: Joyvio did not take it to the Supreme Court.
The annulled award, rendered in 2025 under the Rules of the Arbitration and Mediation Centre of the Santiago Chamber of Commerce (CAM Santiago), had ordered the former owners of salmon producer Australis Seafoods to return roughly USD 217 million, plus interest, to the Chinese group Joyvio. It was one of the largest arbitrations ever seated in Chile.
The dispute and the award
Joyvio acquired Australis in 2019 for about USD 920 million under a sale and purchase agreement (SPA) drafted in English but governed by Chilean law, with Santiago as the seat of arbitration. Joyvio later alleged that the sellers had fraudulently concealed that Australis was producing more salmon than its environmental permits allowed. On that basis it sought termination of the contract and damages, or damages alone, with both claims resting on the sellers' alleged fraud.
The three arbitrators unanimously rejected the fraud allegation, finding no concealment and holding that the buyers had adequate information at the time of purchase. The tribunal did, however, identify one breach: the sellers' statement on environmental compliance was incomplete. Because there was no fraud, all SPA clauses remained in force, including a five per cent indemnity cap.
The majority nonetheless declined to apply that cap, reasoning that it was not awarding damages but determining that the price paid should have been different. It recalculated the price by reference to what Australis could lawfully have produced and ordered restitution of USD 217 million. The dissenting arbitrator argued that the claim and relief as pleaded fix limits the tribunal cannot exceed.
Grounds for the annulment
The sellers challenged the award before the Santiago Court of Appeals on three grounds under Chile's International Commercial Arbitration Law, Law No. 19,971 (LACI), which follows the UNCITRAL Model Law: inability to present their case, decision on matters beyond the parties' submissions, and violation of Chilean public policy.
The Court, by majority, upheld the challenge on the second ground alone. It found that the award had substituted a restitutory price-reduction action for the damages action founded on alleged fraud that the parties had actually litigated. In the Court's view, the award was not congruent with the case the parties had presented. It rejected Joyvio's argument that the overprice had been fully debated, drawing a distinction between an issue that is discussed and a remedy that is submitted: the overprice had been advanced as compensable damage within the contract's liability system, not as a generic restitution claim, and Chilean law recognises no general action of restitution.
The Court noted that the requalification was never announced to the parties before the award. One judge dissented, arguing that annulment is not a second instance and that restitution or compensation of the overprice had been a central issue throughout.
Significance for arbitration practice
The Court did not review the merits, the evidence, or the tribunal's interpretation of the SPA. It confined itself to the single ground matching the identified defect, declining to rule on due process or public policy. For high-value M&A arbitration governed by civil-law systems, the decision underlines that the distinction between damages, restitution and price reduction determines which contractual clauses apply and whether an award survives review.
In more than two decades under Law No. 19,971, Chilean courts had never annulled an international award. The judgment establishes that judicial control in Chile operates within narrow, reasoned limits and stands as the leading Chilean precedent on the boundaries of the arbitral mandate.