Relfo Ltd v Bhimji Velji Jadva Varsani: Anti-Suit Injunction & Foreign Revenue Law

In Relfo Ltd (in liquidation) v Bhimji Velji Jadva Varsani, the Singapore High Court addressed the defendant's application for an anti-suit injunction to prevent the plaintiff from pursuing legal action in the United Kingdom related to a prior Singapore action. The court dismissed the application, finding the UK proceedings neither vexatious nor oppressive. The court also dismissed the defendant's appeals against the decision of the assistant registrar, relating to the adduction of documents in the UK proceedings and the stay of proceedings pending payment of costs. The court found that the plaintiff's claim in the Singapore Action was dismissed on the basis that it was an indirect enforcement of a foreign revenue law, and not on the grounds that the defendant was not liable for knowing receipt.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

The defendant's application for an anti-suit injunction was dismissed with costs. The defendant's appeals against the decision of the assistant registrar were also dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on anti-suit injunction, foreign revenue law, and stay of proceedings in Relfo Ltd (in liquidation) v Varsani.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Relfo Ltd (in liquidation)PlaintiffCorporationApplication Allowed in PartPartial
Bhimji Velji Jadva VarsaniDefendantIndividualApplication DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Andrew AngJudgeYes

4. Counsels

Counsel NameOrganization
Manoj SandrasegaraDrew & Napier LLC
Tan MingfenDrew & Napier LLC
Sheryl Wei KejiaDrew & Napier LLC
Leo Cheng SuanInfinitus Law Corporation
Teh Ee-VonInfinitus Law Corporation

4. Facts

  1. The plaintiff company, Relfo Ltd, was incorporated in the United Kingdom in January 1996.
  2. In June 2001, the plaintiff sold a property for more than £4m.
  3. In June 2001, a sum of £3,546,518 net of tax was distributed to the shareholders of the plaintiff as dividends.
  4. On 26 April 2004, the UK Inland Revenue issued a “Notice Warning of Legal Proceedings” to the plaintiff in relation to the tax liability incurred in 2001.
  5. On 4 May 2004, Gorecia gave instructions for a sum of £500,000 to be transferred from the plaintiff’s HSBC account into the account of Mirren Ltd.
  6. On 5 May 2004, a sum of US$878,479.35 was remitted to the defendant’s account with Citibank, Singapore branch by Intertrade Group LLC.
  7. On 23 July 2004, it was resolved that the plaintiff be wound up voluntarily as it could not, by reason of its liabilities, continue its business.

5. Formal Citations

  1. Relfo Ltd (in liquidation) v Bhimji Velji Jadva Varsani, Suit 612/2006, SUM 1527/2009, RA 111/2009, 112/2009, [2009] SGHC 174

6. Timeline

DateEvent
Relfo Ltd incorporated in the United Kingdom
Relfo Ltd sold a property for more than £4m
Directors of Relfo Ltd (except Gorecia) resigned
UK Inland Revenue issued a “Notice Warning of Legal Proceedings” to Relfo Ltd
Gorecia gave instructions for a sum of £500,000 to be transferred from Relfo Ltd’s HSBC account into the account of Mirren Ltd
US$878,479.35 was remitted to the defendant’s account with Citibank, Singapore branch by Intertrade Group LLC
US$878,469.35 was credited into the defendant’s Citibank account
The defendant transferred a sum of US$100,000 from his Citibank account to Gorecia and his wife
It was resolved at a meeting of the plaintiff’s members that the plaintiff be wound up voluntarily
Suit 612/2006 filed
Gorecia withdrew his claim
Plaintiff commenced proceedings in the UK to recover the sum of US$878,469.35 from the defendant
AR Lim Jian Yi allowed the plaintiff’s application for leave to adduce, in the UK Proceedings, certain documents and affidavits that were disclosed in the Singapore Action
AR dismissed the defendant’s application to stay proceedings in Summons No 663 of 2009 pending payment of the balance of the agreed costs of appeal amounting to $24,110.80 or, in the alternative, for the liquidator to be personally liable for legal costs
Decision Date

7. Legal Issues

  1. Stay of Proceedings
    • Outcome: The court dismissed the defendant's application to stay proceedings in Summons No 663 of 2009 pending payment of the balance of the agreed costs of appeal.
    • Category: Procedural
    • Related Cases:
      • [2003] 2 SLR 353
  2. Restraint of Foreign Proceedings
    • Outcome: The court dismissed the defendant's application for an anti-suit injunction to restrain the plaintiff from commencing or pursuing any legal action against the defendant in the United Kingdom or any other jurisdiction.
    • Category: Procedural
    • Related Cases:
      • [1994] 2 SLR 816
      • [1987] 1 AC 871
      • [1997] 3 SLR 121
      • [2009] SGCA 32
  3. Enforcement of Foreign Revenue Laws
    • Outcome: The court held that permitting the plaintiff to adduce documents in its UK proceedings would not amount to an indirect enforcement of UK revenue law.
    • Category: Substantive
    • Related Cases:
      • [1990] 1 AC 723

8. Remedies Sought

  1. Anti-suit injunction
  2. Stay of proceedings
  3. Adduction of documents in foreign proceedings

9. Cause of Actions

  • Knowing receipt of trust property

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Relfo Ltd v Bhimji Velji Jadva VarsaniHigh CourtYes[2008] 4 SLR 657SingaporeCited as the Singapore Action, the prior case between the same parties, the findings of which are relevant to the current application for an anti-suit injunction.
Bank of America National Trust & Savings Association v Djoni WidjajaCourt of AppealYes[1994] 2 SLR 816SingaporeCited for the principles governing the granting of anti-suit injunctions, adopting the principles enunciated by the Privy Council in Société Nationale Industrielle Aerospatiale v Lee Kui Jak.
Société Nationale Industrielle Aerospatiale v Lee Kui JakPrivy CouncilYes[1987] 1 AC 871United KingdomCited for the principles governing the granting of anti-suit injunctions, specifically the 'ends of justice' requirement and the need for caution.
Koh Kay Yew v Inno-Pacific Holdings LtdCourt of AppealYes[1997] 3 SLR 121SingaporeCited for the application of the principles governing anti-suit injunctions and the consideration of relevant factors beyond the commencement of proceedings in multiple jurisdictions.
John Reginald Stott Kirkham v Trane US IncCourt of AppealYes[2009] SGCA 32SingaporeCited for affirming the principles governing the granting of anti-suit injunctions.
Masri v Consolidated Contractors International Company SALN/AYes[2008] 2 Lloyd’s Rep 301N/ACited to support the principle that an anti-suit injunction should only be granted in cases of vexation and oppression.
Riddick v Thames Board Mills LtdEnglish Court of AppealYes[1977] QB 881United KingdomCited for the 'Riddick principle,' which states that a discovering party may not use discovered documents for a purpose other than pursuing the action in respect of which discovery is obtained.
Beckkett Pte Ltd v Deutsche Bank AGN/AYes[2005] 3 SLR 555SingaporeCited for the application of the Riddick principle in Singapore and the exceptions to the principle in exceptional circumstances.
Hong Lam Marine Pte Ltd v Koh Chye HengCourt of AppealYes[1998] 3 SLR 833SingaporeCited to distinguish between documents voluntarily disclosed and those disclosed under compulsion of court process, stating that the Riddick principle does not apply to voluntarily disclosed documents.
Halcon International Inc v The Shell Transport and Trading CoN/AYes[1979] RPC 97United KingdomCited for the proposition that the court would not allow the use of documents obtained under compulsion for the purposes of litigation in separate foreign proceedings, but distinguished based on the unique provisions of Dutch procedural law.
Bayer AG v Winter & Ors (No 2)English High CourtYes[1986] ECC 465United KingdomCited to distinguish from Halcon International Inc v The Shell Transport and Trading Co, arguing that the prejudice suffered by the defendant was only that the proceedings against them may be successful.
Ser Kim Koi v William Merrell FultonHigh CourtYes[2009] SGHC 5SingaporeCited for the view that if documents disclosed in one suit are relevant and necessary to another pending suit, that can constitute cogent and persuasive reasons for the release of the implied undertaking.
In re State of Norway’s ApplicationHouse of LordsYes[1990] 1 AC 723United KingdomCited for the principle that the rule against enforcing foreign revenue law is limited to cases of direct or indirect enforcement in the country and does not preclude assisting a foreign court.
Wahr-Hansen v Compass Trust Co LtdN/AYes10 ITELR 580N/ACited for the controlling factor in In re State of Norway’s Application, which was the fact that the evidence would be used in Norway itself.
In Re Tucker (Jersey)Royal Court of JerseyYes[2000] BPIR 876JerseyCited by Prakash J in the Singapore Action for support for her holding that the Singapore court would not indirectly enforce foreign revenue law.
Roberto Building Material Pte Ltd v Oversea-Chinese Banking Corp LtdCourt of AppealYes[2003] 2 SLR 353SingaporeCited for the law relating to the inherent jurisdiction of the court to grant a stay of proceedings, which should only be invoked in exceptional circumstances.
Societe Eram Shipping Co Ltd v Compagnie Internationale de NavigationEnglish Court of AppealYes[2001] EWCA Civ 568United KingdomCited for the principle that the inability to pay costs is not a proper ground on which to grant a stay of proceedings.
Ho Wing On Christopher v ECRC Land Pte Ltd (in liquidation)Court of AppealYes[2006] 4 SLR 817SingaporeCited to show that the liquidators had breached the estate costs rule by making the relevant payments to the respondent company’s solicitors in priority to the appellants.

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
  • Foreign revenue law
  • Riddick principle
  • Knowing receipt
  • Stay of proceedings
  • Indirect enforcement
  • Liquidator
  • Domicile

15.2 Keywords

  • Anti-suit injunction
  • Foreign revenue law
  • Stay of proceedings
  • Relfo Ltd
  • Bhimji Velji Jadva Varsani
  • Singapore High Court
  • Civil Procedure
  • Conflict of Laws
  • International Taxation

17. Areas of Law

Area NameRelevance Score
Revenue Law75
Conflict of Laws75
Civil Procedure75
Knowing Receipt60
Fiduciary Duties50
Bankruptcy40
Administrative Law30

16. Subjects

  • Civil Procedure
  • Conflict of Laws
  • Revenue Law
  • International Taxation