Trane US v Stott: Anti-Suit Injunction & Forum Non Conveniens in Distribution Agreement Dispute
In Trane US, Inc and Others v Kirkham John Reginald Stott and Others, the High Court of Singapore, presided over by Tay Yong Kwang J, on 2008-12-26, granted an anti-suit injunction to restrain the defendants from continuing court proceedings in Indonesia relating to the distribution of Trane products. The court deemed Singapore the appropriate forum, considering the agreements were governed by Singapore law. The court dismissed the defendant's application for a stay of proceedings based on forum non conveniens and granted the plaintiff's application for the delivery of intellectual property.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application for anti-suit injunction granted; application for stay of proceedings dismissed; application for delivery of intellectual property granted.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court grants anti-suit injunction, restraining defendants from Indonesian proceedings related to Trane product distribution, deeming Singapore the appropriate forum.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Trane US, Inc | Plaintiff | Corporation | Application for anti-suit injunction granted | Won | Niru Pillai |
| Trane International Inc | Plaintiff | Corporation | Application for delivery of intellectual property granted | Won | Niru Pillai |
| Trane Export LLC | Plaintiff | Corporation | Claim for US$1,249,632.46 | Neutral | Niru Pillai |
| Kirkham John Reginald Stott | Defendant | Individual | Application for anti-suit injunction granted against defendant, Application for delivery of intellectual property granted against defendant | Lost, Lost | Chelva Rajah, Chew Kei-Jin |
| Solutions Pte Ltd | Defendant | Corporation | Application for anti-suit injunction granted against defendant, Application for delivery of intellectual property granted against defendant | Lost, Lost | Chelva Rajah, Chew Kei-Jin |
| PT Tatasolusi Pratama | Defendant | Corporation | Application for anti-suit injunction granted against defendant, Application for delivery of intellectual property granted against defendant | Lost, Lost | Chelva Rajah, Chew Kei-Jin |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tay Yong Kwang | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Niru Pillai | Niru & Co |
| Chelva Rajah | Tan Rajah & Cheah |
| Chew Kei-Jin | Tan Rajah & Cheah |
4. Facts
- First plaintiff incorporated TAC Distribution Pte Ltd for distributing Trane products.
- First plaintiff and second defendant entered into a shareholders' agreement regarding TAC.
- First plaintiff and TAC entered into a distributor agreement for Trane products.
- Third defendant distributed Trane products in Indonesia with TAC.
- First plaintiff proposed a formal distributorship agreement with the third defendant.
- First plaintiff terminated the ad hoc arrangements with the third defendant.
- Defendants commenced an action in tort in Indonesia for losses allegedly emanating from the shareholders' agreement.
5. Formal Citations
- Trane US, Inc and Others v Kirkham John Reginald Stott and Others, Suit 676/2007, SUM 5167/2007, 5248/2007, 5249/2007, [2008] SGHC 240
6. Timeline
| Date | Event |
|---|---|
| First plaintiff procured incorporation of TAC Distribution Pte Ltd | |
| First plaintiff and second defendant entered into a shareholders’ agreement | |
| First plaintiff and TAC entered into a distributor agreement | |
| First plaintiff and TAC entered into an amended distributor agreement | |
| Second defendant transferred its shares in TAC to the first plaintiff | |
| First plaintiff sent a draft distributor agreement to the first and second defendants | |
| First plaintiff decided not to renew the distributorship arrangement | |
| First plaintiff made a public announcement to the third defendant’s customers | |
| First plaintiff terminated the ad hoc arrangements with the third defendant | |
| Second and third defendants commenced the Indonesian action | |
| Plaintiffs commenced the present action in Singapore | |
| Defendants applied for stay of proceedings on the ground of forum non conveniens | |
| First plaintiff applied for an order to restrain the defendants from commencing or continuing with the court proceedings in Indonesia | |
| First and second plaintiffs applied for an order that the first and/or the third defendants deliver up the materials under the intellectual property claims | |
| Judgment issued |
7. Legal Issues
- Forum Non Conveniens
- Outcome: The court determined that Singapore was the more appropriate forum.
- Category: Procedural
- Sub-Issues:
- Appropriateness of forum
- Connecting factors to jurisdiction
- Related Cases:
- [2007] 1 SLR 377
- Anti-Suit Injunction
- Outcome: The court granted the anti-suit injunction, restraining the defendants from proceeding with the Indonesian court action.
- Category: Procedural
- Sub-Issues:
- Vexatious or oppressive foreign proceedings
- Natural forum for dispute resolution
- Related Cases:
- [1987] AC 871
- [1994] 2 SLR 816
- [1997] 3 SLR 121
- Breach of Contract
- Outcome: The court did not make a final determination on breach of contract, but considered the contractual relationships when deciding on the anti-suit injunction.
- Category: Substantive
- Sub-Issues:
- Wrongful termination of distributorship
- Enforcement of distribution rights
- Intellectual Property Rights
- Outcome: The court granted the order for delivery up of intellectual property pending appeal.
- Category: Substantive
- Sub-Issues:
- Use of trademark and logo
- Delivery up of hardware and software
8. Remedies Sought
- Declaration
- Injunction
- Damages
- Delivery up of hardware and software
9. Cause of Actions
- Breach of Contract
- Tort
- Intellectual Property Infringement
10. Practice Areas
- Commercial Litigation
- Injunctions
- Forum Non Conveniens
- Anti-Suit Injunctions
11. Industries
- Air Conditioning
- Manufacturing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Townsing Henry George v Jenton Overseas Investment Pte Ltd (in liquidation) | High Court | Yes | [2007] 2 SLR 597 | Singapore | Cited for the principle that a shareholder cannot recover damages merely because the company in which it is interested has suffered damage. |
| Bank of America National Trust & Savings Association v Djoni Widjaja | Court of Appeal | Yes | [1994] 2 SLR 816 | Singapore | Applied the principles relating to the grant of injunction to restrain a party to an action from instituting or pursuing foreign proceedings. |
| Societe Nationale Industrielle Aerospeatiale v Lee Kui Jak | Privy Council | Yes | [1987] AC 871 | United Kingdom | Set out the principles relating to the grant of injunction to restrain a party to an action from instituting or pursuing foreign proceedings. |
| Koh Kay Yew v Inno-Pacific Holdings Ltd | Court of Appeal | Yes | [1997] 3 SLR 121 | Singapore | Applied the principles for granting an anti-suit injunction and considered whether the foreign proceedings were vexatious or oppressive. |
| Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR 377 | Singapore | Set out the governing principles in deciding whether a particular jurisdiction is the natural forum for determining a dispute. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Distributor agreement
- Shareholders' agreement
- Anti-suit injunction
- Forum non conveniens
- Exclusive distributorship
- Intellectual property
- Governing law
- TAC Distribution Pte Ltd
- Trane products
- Indonesian action
15.2 Keywords
- Trane
- Stott
- Distribution
- Agreement
- Injunction
- Singapore
- Indonesia
- Forum
- Intellectual Property
16. Subjects
- Contract Dispute
- Distribution Agreement
- Jurisdiction
- Injunctions
17. Areas of Law
- Civil Procedure
- Courts and Jurisdiction
- Contract Law
- Intellectual Property Law