Wing Hak Man v Bio-Treat Technology: Forum Non Conveniens & Conspiracy
In Wing Hak Man and Another v Bio-Treat Technology Ltd and Others, the Singapore High Court addressed applications by the second and fourth defendants, Jerry Yip Wai Leung and Kwok Chi-Shing, to stay proceedings based on forum non conveniens. The plaintiffs, Wing Hak Man and Yiu Ching, alleged a conspiracy by the defendants to deprive them of shares in Bio-Treat Technology Ltd. The court allowed the stay applications, finding Hong Kong to be the more appropriate forum. The plaintiffs' appeal against a prior stay order granted to the first defendant, Bio-Treat Technology Ltd, was also dismissed.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Stay applications allowed; appeal dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on stay of proceedings in a conspiracy case, addressing forum non conveniens and the impact of filing a defense.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Wing Hak Man | Plaintiff | Individual | Appeal Dismissed | Lost | Adrian Tan, Wendell Wong |
| Yiu Ching | Plaintiff | Individual | Appeal Dismissed | Lost | Adrian Tan, Wendell Wong |
| Bio-Treat Technology Ltd | Defendant | Corporation | Stay Application Allowed | Won | Edwin Tong, Aaron Lee |
| Jerry Yip Wai Leung | Defendant | Individual | Stay Application Allowed | Won | Devinder K Rai |
| Dennis Chan Kong | Defendant | Individual | Neutral | Neutral | |
| Kwok Chi-Shing | Defendant | Individual | Stay Application Allowed | Won | Rajendran Kumaresan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Belinda Ang Saw Ean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Adrian Tan | Drew & Napier LLC |
| Wendell Wong | Drew & Napier LLC |
| Edwin Tong | Allen & Gledhill LLP |
| Aaron Lee | Allen & Gledhill LLP |
| Devinder K Rai | Acies Law Corporation |
| Rajendran Kumaresan | Central Chambers Law Corporation |
4. Facts
- Plaintiffs alleged a conspiracy to deprive them of shares in Bio-Treat.
- Bio-Treat applied for a stay of proceedings based on forum non conveniens.
- Second and fourth defendants also applied for a stay of proceedings.
- Plaintiffs called upon the second defendant to file a defense within 48 hours.
- Second defendant filed a holding defense with a reservation of rights.
- Wing was the founder of Bio-Treat and held shares through Fullway Group Limited.
- Yiu is Wing’s wife and held shares through Star Choice International Limited.
- Bio-Treat is listed on the Singapore Stock Exchange but managed from Hong Kong.
- The alleged conspiracy involved fraudulent misrepresentations and share transfers.
- The discussions to set up the Wing Family trust were held and the documents purportedly for that purpose were executed in Hong Kong.
5. Formal Citations
- Wing Hak Man and Another v Bio-Treat Technology Ltd and Others, Suit 682/2007, RA 11/2008, SUM 94/2008, 280/2008, [2008] SGHC 165
6. Timeline
| Date | Event |
|---|---|
| Bio-Treat incorporated in Bermuda. | |
| Bio-Treat listed on the Main Board of the Singapore Stock Exchange. | |
| Discussions to set up the Wing Family Trust held in Hong Kong. | |
| Documents purportedly for setting up the Wing Family Trust executed in Hong Kong. | |
| SGX announcement regarding plaintiffs' purported transfer of shares. | |
| Announcement of Wing's sale of shares to compensate key employees. | |
| D3 made an SGX announcement and issued a press release which announced Wing’s sale of 50 million shares and the distribution of part of the proceeds to compensate key employees. | |
| SGX announcement stating Wing relinquished positions as Executive Chairman and Executive Director. | |
| Wing retired as Non-Executive Chairman. | |
| Wing saw his letter of resignation as director of Bio-Treat at the office of FMG Corporate Services Pte Ltd. | |
| D2 resigned as an independent director of Bio-Treat. | |
| Fullway sold shares in Bio-Treat in the open market. | |
| Key Advance Limited sold shares in Bio-Treat to Precious Wise Group Limited. | |
| Plaintiffs' Writ of Summons was served out of jurisdiction on D2. | |
| Acies Law Corporation requested an extension of time to file D2’s defence. | |
| Assistant Registrar allowed Bio-Treat’s application and ordered a stay of further proceedings against Bio-Treat. | |
| Drew & Napier sent a 48-hour notice to file and serve D2’s defence. | |
| Acies filed and served D2’s Defence. | |
| Decision Date |
7. Legal Issues
- Forum Non Conveniens
- Outcome: The court found Hong Kong to be the more appropriate forum and allowed the stay applications.
- Category: Jurisdictional
- Related Cases:
- [1987] AC 460
- Conspiracy by Unlawful Means
- Outcome: The court did not make a definitive ruling on the conspiracy claim itself, as the issue was whether the case should be heard in Singapore or Hong Kong.
- Category: Substantive
- Stay of Proceedings
- Outcome: The court allowed the stay applications, halting proceedings in Singapore against the second and fourth defendants.
- Category: Procedural
- Effect of Filing Defence on Stay Application
- Outcome: The court held that filing a holding defense with a properly worded reservation of rights did not compromise the stay application.
- Category: Procedural
8. Remedies Sought
- Damages
- Restoration of Ownership of Shares
9. Cause of Actions
- Conspiracy
- Fraudulent Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Spiliada Maritime Corporation v Cansulex Ltd | N/A | Yes | [1987] AC 460 | N/A | Cited for the test of forum non conveniens. |
| OCM Opportunities Fund II, LP and others v Burhan Uray (alias Wong Ming Kong) and Others | High Court | Yes | [2004] SGHC 115 | Singapore | Cited regarding the requirements for liability in the tort of conspiracy, specifically the awareness of surrounding circumstances and shared objective among conspirators. |
| Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR 377 | Singapore | Cited for the factors relevant to the first stage of the Spiliada test and the Albaforth principle. |
| The Albaforth | N/A | Yes | [1984] 2 Lloyd’s Rep 91 | N/A | Cited for the principle that the place of the tort is prima facie the natural forum. |
| Metall und Rohstoff AG v Donaldson Lufkin & Jenrette Inc | N/A | Yes | [1990] 1 QB 391 | N/A | Cited for the 'substance of the tort' test in determining where a conspiracy took place. |
| Grupo Torras SA & Anor v Al-Sabah & Ors | N/A | Yes | [1999] CLC 1469 | N/A | Cited for factors the court considers in the substance of the tort test. |
| International Credit & Investment Co (Overseas) Ltd and Another v Adham and others | N/A | Yes | [1994] 1 BCLC 66 | N/A | Cited for the proposition that the place where shares are situated determines the applicable law. |
| Eng Liat Kiang v Eng Bak Hern | Court of Appeal | Yes | [1995] 3 SLR 97 | Singapore | Cited regarding the jurisdiction of courts in cases involving shares of companies listed on foreign stock exchanges. |
| Good Earth Agricultural Co Ltd v Novus International Pte Ltd | N/A | Yes | [2008] 2 SLR 711 | N/A | Cited for the consideration of the compellability of a witness under Stage One of the Spiliada test. |
| Carona Holdings Pte Ltd and others v Go Go Delicacy Pte Ltd | Court of Appeal | Yes | [2008] SGCA 34 | Singapore | Cited for the principle that a defendant should not be compelled to file a defence while a stay application is pending and the possibility of preserving the right to stay proceedings with a properly worded reservation in the pleadings. |
| Yeoh Poh Seng v Won Siok Wan | N/A | Yes | [2002] 4 SLR 91 | N/A | Cited for the principle that a defendant should not be asked or compelled to file his defence whilst the stay application was pending. |
| Chong Long Hak Kee Construction Trading Co v IEC Global Pte Ltd | N/A | Yes | [2003] 4 SLR 499 | N/A | Cited for the principle that a reservation of rights may be incorporated in the Defence. |
| Republic of Philippines v Maler Foundation | N/A | Yes | [2008] 2 SLR 857 | N/A | Cited as an illustration of a party's unequivocal, clear, and consistent intention to have a dispute determined by the court. |
| PP Persero Sdn Bhd v Bimacom Property & Development Sdn Bhd | N/A | Yes | [1999] 6 MLJ 1 | N/A | Cited for the proposition that including a striking out application in the stay application would constitute a step in the proceedings to bar the stay application. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2006 Rev Ed) | Singapore |
| Order 12 Rule 7(2) of the Rules of Court (Cap 322, R 5, 2006 Rev Ed) | Singapore |
| Order 3 Rule 4 of the Rules of Court | Singapore |
| Securities and Futures Act (Cap 289, Rev Ed 2006) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Forum Non Conveniens
- Stay of Proceedings
- Conspiracy
- Unlawful Means
- Holding Defence
- Wing Family Trust
- SGX Announcements
- BVI Companies
15.2 Keywords
- forum non conveniens
- stay of proceedings
- conspiracy
- singapore
- hong kong
- civil procedure
16. Subjects
- Civil Procedure
- Conflict of Laws
- Conspiracy
- Forum Non Conveniens
17. Areas of Law
- Civil Procedure
- Conflict of Laws
- Tort Law
- Conspiracy