Kirkham v Trane: Anti-Suit Injunction & Natural Forum in Distributorship Dispute

The Singapore Court of Appeal heard an appeal by John Reginald Stott Kirkham, Solutions Pte Ltd, and PT Tatasolusi Pratama against the High Court's decision to grant Trane US Inc, Trane International Inc, and Trane Export LLC an anti-suit injunction, preventing the appellants from continuing proceedings in Indonesia. The Court of Appeal allowed the appeal, finding that Singapore was not the natural forum for the dispute and that the Indonesian proceedings were not vexatious or oppressive. The underlying dispute concerned the distributorship of air conditioning systems in Indonesia.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal addresses anti-suit injunction against Indonesian proceedings in a distributorship dispute, focusing on natural forum and vexation.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
John Reginald Stott KirkhamAppellantIndividualAppeal AllowedWon
Solutions Pte LtdAppellantCorporationAppeal AllowedWon
PT Tatasolusi PratamaAppellantCorporationAppeal AllowedWon
Trane US IncRespondentCorporationAppeal DismissedLost
Trane International IncRespondentCorporationAppeal DismissedLost
Trane Export LLCRespondentCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of the Court of AppealYes
V K RajahJustice of the Court of AppealNo

4. Counsels

Counsel NameOrganization
Chew Kei-JinTan Rajah & Cheah
Rajah Chelva RetnamTan Rajah & Cheah
Kanapathi Pillai NirumalanNiru & Co

4. Facts

  1. Trane US Inc distributes air conditioning systems.
  2. Kirkham is a director of Solutions Pte Ltd and a commissioner of PT Tatasolusi Pratama.
  3. Solutions Pte Ltd has an 88% shareholding in PT Tatasolusi Pratama.
  4. A shareholders’ agreement was entered into between Trane and Solutions Pte Ltd, governed by Singapore law.
  5. A distributor agreement was entered into between Trane and TAC Distribution Pte Ltd, governed by Singapore law.
  6. PT Tatasolusi Pratama distributed Trane products in Indonesia.
  7. Trane sought to terminate the distribution arrangement with PT Tatasolusi Pratama.
  8. PT Tatasolusi Pratama commenced an action in Indonesia against Trane.

5. Formal Citations

  1. John Reginald Stott Kirkham and Others v Trane US Inc and Others, CA 103/2008, [2009] SGCA 32

6. Timeline

DateEvent
First Respondent incorporated TAC Distribution Pte Ltd
First Respondent and Second Appellant entered into a shareholders’ agreement
Memorandum signed between TAC and the First Respondent regarding PT Unitrade
First Respondent and TAC entered into a distributor agreement
First Respondent and TAC agreed to an amendment to the Distributor Agreement
Separate distributor agreement entered into for distribution in Malaysia
Third Appellant incorporated in Indonesia
First Respondent became sole shareholder of TAC
First Respondent sent a draft distributor agreement to the First Appellant and the Second Appellant
First Respondent decided not to renew the Indonesian Distributor Arrangement with the Third Appellant after June 2004
First Respondent sought to terminate the ad hoc arrangements with the Third Appellant
Letter from Appellants to Respondents
Letter from Appellants to Respondents
Letter from Appellants to Respondents
Second Appellant and Third Appellant commenced an action in Indonesia
Respondents' quarterly report filed
PT Trane Indonesia’s letter to customers
Respondents filed a writ of summons in the High Court of Singapore
First Appellant and Taylor filed affidavits
High Court allowed the application for an anti-suit injunction
Court of Appeal allowed the appeal in CA 103 but dismissed the appeal in CA 128

7. Legal Issues

  1. Anti-Suit Injunction
    • Outcome: The Court of Appeal held that the High Court erred in granting the anti-suit injunction, finding that Singapore was not the natural forum and the Indonesian proceedings were not vexatious or oppressive.
    • Category: Procedural
    • Sub-Issues:
      • Amenability to jurisdiction
      • Natural forum
      • Vexation or oppression
      • Injustice to defendant
      • Breach of agreement
  2. Natural Forum
    • Outcome: The Court of Appeal determined that Indonesia was the more appropriate forum for the dispute, considering the location of the tort, the governing law of the distributorship arrangement, and the location of witnesses and evidence.
    • Category: Procedural
    • Sub-Issues:
      • Location of parties
      • Location of witnesses
      • Location of evidence
      • Governing law
      • Place where tort occurred
  3. Vexation and Oppression
    • Outcome: The Court of Appeal found no grounds for alleging that the institution of the Indonesian Action was vexatious or oppressive, as Singapore was not the natural forum and there was no unconscionable conduct.
    • Category: Procedural
    • Sub-Issues:
      • Multiplicity of proceedings
      • Bad faith
      • Unconscionable conduct

8. Remedies Sought

  1. Anti-Suit Injunction
  2. Damages

9. Cause of Actions

  • Breach of Contract
  • Tortious Interference
  • Unlawful Conspiracy

10. Practice Areas

  • Commercial Litigation
  • International Litigation
  • Anti-Suit Injunctions

11. Industries

  • Manufacturing
  • Distribution

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Koh Kay Yew v Inno-Pacific Holdings LtdSingapore Court of AppealYes[1997] 3 SLR 121SingaporeCited for the principles in determining whether an anti-suit injunction should be granted, including consideration of the natural forum and injustice to each party.
Trane US Inc v Kirkham John Reginald StottSingapore High CourtYes[2008] SGHC 240SingaporeThe High Court decision that was appealed against in the current judgment.
Hadmor Productions Ltd v HamiltonHouse of LordsYes[1983] AC 191England and WalesCited for the principle that an appellate court should defer to the lower court's exercise of discretion regarding interlocutory injunctions.
Chiarapurk Jack v Haw Par Brothers International LtdSingapore Court of AppealYes[1993] 3 SLR 285SingaporeCited for the principle that an appellate court should defer to the lower court's exercise of discretion regarding interlocutory injunctions.
Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch)Singapore Court of AppealYes[2006] 1 SLR 901SingaporeCited for the principle that an appellate court should defer to the lower court's exercise of discretion regarding interlocutory injunctions.
Regalindo Resources Pte Ltd v Seatrek Trans Pte LtdSingapore Court of AppealYes[2008] 3 SLR 930SingaporeCited for the fundamental principles relating to anti-suit injunctions in Singapore.
VH v VISingapore Court of AppealYes[2008] 1 SLR 742SingaporeCited for the fundamental principles relating to anti-suit injunctions in Singapore.
Société Nationale Industrielle Aerospatiale v Lee Kui JakPrivy CouncilYes[1987] AC 871United KingdomCited for the fundamental principles relating to anti-suit injunctions, including the 'ends of justice' requirement and exercising jurisdiction with caution.
Bushby v MundayCourt of ChanceryYes(1821) 5 Madd. 297England and WalesCited as a historical case establishing the principle that an injunction is directed at the parties, not the foreign court.
Carron Iron Co. v. MaclarenHouse of LordsYes(1855) 5 H.L. Cas. 416United KingdomCited as a historical case establishing the principle that the jurisdiction to grant an injunction is exercised when the 'ends of justice' require it.
Castanho v. Brown & Root (U.K.) Ltd.House of LordsYes[1981] A.C. 557United KingdomCited as a historical case establishing the principle that the jurisdiction to grant an injunction is exercised when the 'ends of justice' require it.
British Airways Board v. Laker Airways Ltd.House of LordsYes[1985] A.C. 58United KingdomCited as a historical case establishing the principle that the jurisdiction to grant an injunction is exercised when the 'ends of justice' require it.
In re North Carolina Estate Co. Ltd.High Court of JusticeYes(1889) 5 T.L.R. 328England and WalesCited for the principle that an injunction will only be issued restraining a party who is amenable to the jurisdiction of the court.
Cohen v. RothfieldCourt of AppealYes[1919] 1 K.B. 410England and WalesCited for the principle that the jurisdiction to grant an anti-suit injunction must be exercised with caution.
Bank of America National Trust & Savings Association v Djoni WidjajaSingapore Court of AppealYes[1994] 2 SLR 816SingaporeApplied the principles of Société Nationale Industrielle Aerospatiale to restrain a party from discontinuing Singapore proceedings and starting fresh proceedings in Indonesia.
Evergreen International SA v Volkswagen Group Singapore Pte LtdSingapore High CourtYes[2004] 2 SLR 457SingaporeCited for the elements to consider in determining whether an anti-suit injunction ought to be granted.
South Carolina Insurance Co v Assurantie Maatschappij “De Zeven Provincien” NVHouse of LordsYes[1987] AC 24United KingdomCited for the principle that the court may grant an anti-suit injunction where the institution of foreign proceedings is in breach of an agreement between the parties.
The Angelic GraceCourt of AppealYes[1995] 1 Lloyd’s Rep 87England and WalesCited for the principle that the court may not feel diffident about granting an anti-suit injunction when enforcing a contractual promise.
WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri LankaSingapore Court of AppealYes[2002] 3 SLR 603SingaporeCited for the principle that the court may not feel diffident about granting an anti-suit injunction when enforcing a contractual promise.
People’s Insurance Co Ltd v Akai Pty LtdSingapore Court of AppealYes[1998] 1 SLR 206SingaporeCited to contrast the situation where a defendant has not submitted to the jurisdiction of the Singapore court.
Spiliada Maritime Corporation v Cansulex LtdHouse of LordsYes[1987] AC 460United KingdomCited for the test for determining the natural forum as the forum with which the dispute has the most real and substantial connection.
CIMB Bank Bhd v Dresdner Kleinwort LtdSingapore Court of AppealYes[2008] 4 SLR 543SingaporeCited for the principle that weighing connecting factors is not a numbers game and that an appellate court will be slow to interfere with a lower court's decision on the natural forum.
Peters Roger May v Pinder Lillian Gek LianSingapore High CourtYes[2006] 2 SLR 381SingaporeCited for the principle that the weightage accorded to a particular factor varies in different cases and the ultimate appraisal ought to reflect the exigencies dictated by the factual matrix.
Andre Ravindran S Arul v Tunku Ibrahim Ismail bin Sultan Iskandar Al-HajSingapore High CourtYes[2001] SGHC 209SingaporeCited for the principle that the determination of the appropriate forum is not an exercise carried out merely by adding the sum total of all the relevant connecting factors.
The Abidin DaverHouse of LordsYes[1984] AC 398United KingdomCited for the principle that an appellate court should not interfere with a judge's exercise of discretion unless the judge had misdirected himself on a matter of principle.
Ang Ming Chuang v Singapore Airlines LtdSingapore Court of AppealYes[2005] 1 SLR 409SingaporeCited to contrast the circumstances concerning the location/residence of the parties.
Rickshaw Investments Ltd v Nicolai Baron von UexkullSingapore Court of AppealYes[2007] 1 SLR 377SingaporeCited for the principle that the location of witnesses is only really significant in relation to third-party witnesses who are not in the employ of the parties.
Good Earth Agricultural Co Ltd v Novus International Pte LtdSingapore Court of AppealYes[2008] 2 SLR 711SingaporeCited for the principle that the easy and ready availability of video link warrants a more measured and pragmatic re-assessment of the need for the physical presence of foreign witnesses in stay proceedings.
Novus International Pte Ltd v Good Earth Agricultural Co LtdSingapore High CourtYes[2007] 4 SLR 402SingaporeCited for the principle that the location of documents should not be a weighty factor when even the location of witnesses overseas would not pose a problem.
The AlbaforthCourtYes[1984] 2 Lloyd’s Rep 91N/ACited for the principle that the place where a tort occurred is prima facie the natural forum for determining the claim.
Berezovsky v MichaelsHouse of LordsYes[2000] 1 WLR 1004United KingdomCited for the principle that the place where a tort occurred is prima facie the natural forum for determining the claim.
Caltex Singapore Pte Ltd v BP Shipping LtdEnglish High CourtYes[1996] 1 Lloyd’s Rep 286England and WalesCited for the principle that the place where a tort occurred is prima facie the natural forum for determining the claim.
The Xin Yang and An Kang JiangCourtYes[1996] 2 Lloyd’s Rep 217N/ACited for the principle that the place where a tort occurred is prima facie the natural forum for determining the claim.
Overseas Union Insurance Ltd v Turegum Insurance CoSingapore Court of AppealYes[2001] 3 SLR 330SingaporeCited for the principle that the prima facie governing law of an arrangement would be the system of law with which the arrangement had its closest and real connection.
Turner v GrovitHouse of LordsYes[2002] 1 WLR 107United KingdomCited for the principle that the power to make a restraining order is dependent upon there being wrongful conduct of the party to be restrained.
McHenry v LewisCourt of AppealYes(1882) 22 Ch D 397England and WalesCited for the principle that the court can and will interfere whenever there is vexation and oppression to prevent the administration of justice being perverted for an unjust end.
The Hung Vuong-2Singapore Court of AppealYes[2001] 3 SLR 146SingaporeCited for the principle that it is not for the court to pass judgment on the competence or independence of the judiciary of a foreign court or its legal system.
Royal Bank of Canada v Coöperatieve Centrale Raiffeissen-Boerenleenbank BAEnglish Court of AppealYes[2004] 1 Lloyd's Rep 471England and WalesCited for the principle that there is no presumption that a multiplicity of proceedings is vexatious.
Dornoch Limited v The Mauritius Union Assurance Company LtdEnglish High CourtYes[2005] EWHC 1887 (Comm)England and WalesCited for the principle that there is no presumption that a multiplicity of proceedings is vexatious.
The Coral IsisCourtYes[1986] 1 Lloyd’s Rep 413N/ACited for the principle that whether an action was first instituted in a foreign country or in Singapore is an immaterial consideration.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Anti-suit injunction
  • Natural forum
  • Vexation
  • Oppression
  • Distributorship agreement
  • Shareholders’ agreement
  • Governing law
  • Indonesian Action
  • Singapore Action
  • PT Tatasolusi Pratama
  • Trane

15.2 Keywords

  • Anti-suit injunction
  • Singapore
  • Indonesia
  • Distributorship
  • Forum non conveniens
  • Vexatious
  • Oppressive
  • Contract
  • Tort

17. Areas of Law

Area NameRelevance Score
Anti-suit injunction100
Injunctions90
Civil Procedure90
Conflict of Laws90
Vexatious and oppressive conduct80
Jurisdiction70

16. Subjects

  • Civil Procedure
  • Conflict of Laws
  • Contract Law
  • International Trade
  • Agency Law