Datacraft Asia v Kaufman: Stay of Proceedings Pending Japanese Court Decision on Breach of Contract

In Datacraft Asia Ltd and Another v Kaufman, Gregory Laurence and Others, the Singapore High Court considered an application by the third and fourth defendants for a stay of Singapore proceedings pending the final determination of proceedings in the Tokyo District Court. The plaintiffs, Datacraft Asia Ltd and Datacraft Asia Investments BV, sued the defendants for breach of contract. The court, presided over by AR Lee Ti-Ting, allowed the application for a stay, finding that the issues in the Japanese proceedings were closely related and a decision in the Japanese court would be instructive.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application for a stay of the Singapore proceedings pending the final determination of the Japanese proceedings should be allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court granted a stay of proceedings pending the outcome of a related case in Japan concerning breach of contract.

1.7 Decision Date

3 July 2007

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Datacraft Asia Ltd	Plaintiff	Corporation	Proceedings Stayed	Stayed	Lim Wei Lee of Drew & Napier LLC
Datacraft Asia Investments BV	Plaintiff	Corporation	Proceedings Stayed	Stayed	Lim Wei Lee of Drew & Napier LLC
Kaufman, Gregory Laurence	Defendant	Individual	Stay Granted	Won	Claudia Poon of Tan Kok Quan Partnership Sean Tan Kim Kang of Tan Kok Quan Partnership
Gregory Laurence Kaufman	Defendant	Individual
Robert Henry Leslie	Defendant	Individual
Lisboa Ltd	Defendant	Corporation	Stay Granted	Won	Claudia Poon of Tan Kok Quan Partnership Sean Tan Kim Kang of Tan Kok Quan Partnership

3. Judges

Judge Name	Title	Delivered Judgment
Lee Ti-Ting	Assistant Registrar	Yes

4. Counsels

Counsel Name	Organization
Lim Wei Lee	Drew & Napier LLC
Claudia Poon	Tan Kok Quan Partnership
Sean Tan Kim Kang	Tan Kok Quan Partnership

4. Facts

Plaintiffs acquired 75% of Netwave from Otsuka, Uemuro, and Amano.
Plaintiffs acquired 75% of PTS from shareholders, including the second and fourth defendants.
Plaintiffs decided to merge PTS into Netwave.
Netwave was renamed DCJ.
Third defendant discovered commissions being paid by Otsuka to DCJ without apparent transactions.
First and third defendants entered into a Letter Agreement with the plaintiffs.
Plaintiffs commenced a suit against the defendants for breach of clause 8 of the Letter Agreement.

5. Formal Citations

Datacraft Asia Ltd and Another v Kaufman, Gregory Laurence and Others, Suit 761/2006, SUM 1023/2007, [2007] SGHC 111

6. Timeline

Date	Event
1999-07-28	Plaintiffs acquired 75% of Netwave Inc share capital from Otsuka, Uemuro, and Amano.
1999-12-14	Plaintiffs acquired 75% of PTS Co Ltd share capital from shareholders, including the second and fourth defendants.
2000-01-01	Plaintiffs decided to merge PTS into Netwave.
2001-04-01	DCJ was merged with PTS and PTS was dissolved.
2001-10-01	Third defendant discovered commissions being paid by Otsuka to DCJ without apparent transactions.
2002-01-29	Letter Agreement signed between plaintiffs and defendants.
2002-08-02	Plaintiffs informed defendants of the amount they were entitled to pursuant to the terms of the Letter Agreement.
2004-01-01	Defendants commenced action against the plaintiffs in OS No. 179 of 2004/J.
2005-09-14	First, second, and fourth defendants commenced Japanese proceedings for payment of damages from Otsuka, Uemura, Amano, and DCJ.
2006-10-31	Second defendant withdrew from the Japanese proceedings.
2006-11-15	Plaintiffs commenced Suit No. 761 of 2006 against the defendants for breach of clause 8 of the Letter Agreement.
2007-03-12	Second affidavit of Sean Tan Kim Kang filed.
2007-04-02	First affidavit of Masahiko Miyashita filed.
2007-04-23	Second affidavit of Low Beng Lan and first affidavit of Akihito Katayama filed.
2007-05-18	Second affidavit of Miyashita filed.
2007-05-21	First affidavit of Robert Leslie filed.
2007-05-22	Third affidavit of Low Beng Lan filed.
2007-05-23	Second affidavit of Akihito Katayama filed.
2007-06-07	Second affidavit of Robert Leslie and third affidavit of Miyashita filed.
2007-07-04	Judgment reserved.

7. Legal Issues

Stay of Proceedings
- Outcome: The court allowed the application for a stay of the Singapore proceedings pending the final determination of the Japanese proceedings.
- Category: Procedural
- Sub-Issues:
  - Lis alibi pendens
  - Forum non conveniens
- Related Cases:
  - [2005] SGHC 174
  - [1996] SGHC 285
  - [2004] SGHC 115
  - [1998] 3 SLR 272
  - [1997] 4 All ER 929
  - [1987] AC 460
  - [2001] 2 HKC 215
  - [1988] 1 AC 92
  - [1984] 1 AC 398
  - [2000] 2 SLR 98
  - [2006] 4 SLR 210
  - (1989) 16 NSWLR 549
  - [2005] 3 SLR 156
  - [2005] 1 SLR 409
  - [2003] EWHC 1706 (Comm)
Breach of Contract
- Outcome: The court did not make a final determination on the breach of contract claim, but the issue was central to the dispute.
- Category: Substantive

8. Remedies Sought

Order that the Defendants release DCJ from the Tokyo District Court Proceeding
Monetary Damages
Interest
Costs

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Kaufman, Gregory Laurence and Others v Datacraft Asia Ltd and Another	High Court	Yes	[2005] SGHC 174	Singapore	Cited for summarizing the facts leading to the application for a stay of the Singapore proceedings.
PT Jaya Putra Kundur Indah v Guthrie Overseas Investment Pte Ltd	High Court	Yes	[1996] SGHC 285	Singapore	Cited for the definition of lis alibi pendens and the requirements for its application.
OCM Opportunities Fund v Burhan Uray	High Court	Yes	[2004] SGHC 115	Singapore	Cited for the principle that proceedings in different jurisdictions must involve the same parties and issues to constitute lis alibi pendens.
Transtech Electronics Pte Ltd v Choe Jerry	High Court	Yes	[1998] 3 SLR 272	Singapore	Cited for the principle that a multiplicity of actions does not automatically prevent one of the actions from continuing.
Sarrio SA v Kuwait Investment Authority	House of Lords	Yes	[1997] 4 All ER 929	England	Cited for the interpretation of 'related actions' in Article 22 of the Brussels Convention.
Spiliada Maritime Corporation v Cansulex Ltd	House of Lords	Yes	[1987] AC 460	England	Cited for the principles governing the court's discretion in ordering a stay of proceedings under the doctrine of forum non conveniens.
Paladin Agricultural Ltd & Anor v Excelsior Hotel (Hong Kong) Ltd	Hong Kong Court of First Instance	Yes	[2001] 2 HKC 215	Hong Kong	Cited for the principle that a stay may be granted even if the issues in the two actions are not identical but the root cause is the same.
De Dampierre v De Dampierre	House of Lords	Yes	[1988] 1 AC 92	England	Cited for the principle that the Spiliada principles apply when there is a lis alibi pendens.
The Abidin Daver	House of Lords	Yes	[1984] 1 AC 398	England	Cited for the policy reasons against concurrent actions in different jurisdictions.
Win Line (UK) Ltd v Masterpart (Singapore) Pte Ltd & Anor	High Court	Yes	[2000] 2 SLR 98	Singapore	Cited for the principle that each company in a group of companies is a separate legal entity.
Public Prosecutor v Lew Syn Pau and another	High Court	Yes	[2006] 4 SLR 210	Singapore	Cited for affirming the principle that companies in a group remain separate legal entities.
Briggs v James Hardie & Co Pty Ltd	New South Wales Court of Appeal	Yes	(1989) 16 NSWLR 549	Australia	Cited for the principle of separate legal personality of companies.
Lee Tat Development Pte Ltd v Management Corporation of Grange Heights Strata Title No 201 (No 2)	Court of Appeal	Yes	[2005] 3 SLR 156	Singapore	Cited for the requirements to establish issue estoppel.
Ang Ming Chuang v Singapore Airlines Ltd (Civil Aeronautics Administration, third party)	High Court	Yes	[2005] 1 SLR 409	Singapore	Cited for the principle that savings in translation costs is a factor in determining the appropriate forum.
Navigators Insurance Co Ltd v Atlantic Methanol Production Co LLC	English High Court	Yes	[2003] EWHC 1706 (Comm)	England	Cited for the principle that the choice of law clause should be given little weight if the legal issues are straightforward.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Civil Law Act (Cap. 43) section 12	Singapore
Civil Code of Japan Articles 415 and 416	Japan

15. Key Terms and Keywords

15.1 Key Terms

Stay of proceedings
Lis alibi pendens
Forum non conveniens
Letter Agreement
Japanese proceedings
Singapore proceedings
Breach of contract
Gross negligence
Willful misconduct

15.2 Keywords

Stay of proceedings
Breach of contract
Singapore
Japanese proceedings

17. Areas of Law

Area Name	Relevance Score
Contract Law	75
Jurisdiction	60
Arbitration	50
Commercial Disputes	40
Business Litigation	30
Estoppel	30

16. Subjects

Civil Procedure
Contract Law
International Law