JIO Minerals FZC v Mineral Enterprises Ltd: Forum Non Conveniens & Misrepresentation

The Singapore Court of Appeal heard an appeal by JIO Minerals FZC, Jimmy Singh, and Raman Srinivasan ('Appellants') against the High Court's decision to refuse a stay of action brought by Mineral Enterprises Ltd ('Respondent') on the ground of forum non conveniens. The Respondent's claim included a declaration that the Investment Agreement was validly rescinded, return of investment funds, and damages for fraudulent misrepresentation. The Court of Appeal allowed the appeal, finding that Indonesia was a clearly more appropriate forum for the dispute.

1. Case Overview

1.1 Court

Court of Appeal

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 allowed appeal, holding Indonesia was a more appropriate forum to hear misrepresentation claims related to mining concessions.

1.7 Decision Date

10 November 2010

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
JIO Minerals FZC	Appellant, Defendant	Corporation	Appeal Allowed	Won	Cavinder Bull of Drew & Napier LLC Gerui Lim of Drew & Napier LLC Adam Maniam of Drew & Napier LLC
Jimmy Singh	Appellant, Defendant	Individual	Appeal Allowed	Won	Cavinder Bull of Drew & Napier LLC Gerui Lim of Drew & Napier LLC Adam Maniam of Drew & Napier LLC
Raman Srinivasan	Appellant, Defendant	Individual	Appeal Allowed	Won	Cavinder Bull of Drew & Napier LLC Gerui Lim of Drew & Napier LLC Adam Maniam of Drew & Napier LLC
Mineral Enterprises Ltd	Respondent, Plaintiff	Corporation	Appeal Dismissed	Lost	Gan Kam Yuin of Bih Li & Lee

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of Appeal	No
Andrew Phang Boon Leong	Justice of the Court of Appeal	Yes

4. Counsels

Counsel Name	Organization
Cavinder Bull	Drew & Napier LLC
Gerui Lim	Drew & Napier LLC
Adam Maniam	Drew & Napier LLC
Gan Kam Yuin	Bih Li & Lee

4. Facts

Respondent, an Indian company, is an expert in mining and marketing iron ore.
First Appellant is a UAE company set up by the Second and Third Appellants.
Second Appellant is the President and Director of PT JIO Energi Resources.
Respondent and Appellants discussed mining iron ore in Indonesia.
Respondent entered into a joint venture agreement with JIO Corporation Pte Ltd in Singapore, which was later abandoned.
First Appellant sent a Letter of Offer to the Respondent offering 50% shareholding in the First Appellant.
Respondent accepted the offer by paying the Investment Funds to the bank accounts of the Second and Third Appellants in Singapore.

5. Formal Citations

JIO Minerals FZC and others v Mineral Enterprises Ltd, Civil Appeal No 72 of 2010, [2010] SGCA 41
Mineral Enterprises Ltd v JIO Minerals FZC and others, , [2010] SGHC 109

6. Timeline

Date	Event
2005-08-01	Cyriac met the Second and Third Appellants in Indonesia
2006-04-07	Respondent entered into a joint venture agreement with JIO Corporation Pte Ltd in Singapore
2006-05-09	Amendment to the Singapore JVA's payment provisions
2006-02-01	Respondent’s representatives visited a mining concession in Tanah Bumbu, Kalimantan
2006-08-02	The UAE Government of Ajman issued a commercial license to the First Appellant
2006-08-07	First Appellant entered into an Exclusive Mining Agreement with PT JIO
2006-09-07	PT JIO sent the Respondent a copy of the Exclusive Mining Agreement via email
2006-09-07	First Appellant sent a Letter of Offer to the Respondent
2006-08-01	Respondent’s representatives had meetings and negotiations with the Second and Third Appellants in Indonesia
2006-09-14	Cyriac Report was dated
2006-09-27	Respondent paid the Investment Funds to the bank accounts of the Second and Third Appellants in Singapore
2008-07-04	JIO Singapore was struck off the register of companies in Singapore
2009-02-19	Respondent commenced proceedings against the Appellants in the Singapore High Court
2010-11-11	Decision Date

7. Legal Issues

Forum Non Conveniens
- Outcome: The Court of Appeal held that Indonesia was a clearly more appropriate forum than Singapore for the trial of the claims.
- Category: Procedural
- Sub-Issues:
  - Application of Spiliada test
  - Connecting factors
  - Compellability of witnesses
  - Governing law of contract
  - Place of tort
- Related Cases:
  - [1987] AC 460
  - [2008] 4 SLR(R) 543
Misrepresentation
- Outcome: The court considered the governing law for the misrepresentation claims and the place where the tort occurred.
- Category: Substantive
- Sub-Issues:
  - Fraudulent misrepresentation
  - Misrepresentation under the Misrepresentation Act
  - Misrepresentation in contract
  - Misrepresentation in tort

8. Remedies Sought

Declaration that the Investment Agreement was validly rescinded
Return of the balance of the Investment Funds
Damages to be assessed
Damages for fraudulent misrepresentation or misrepresentation under the Misrepresentation Act

9. Cause of Actions

Breach of Contract
Fraudulent Misrepresentation
Misrepresentation under the Misrepresentation Act

10. Practice Areas

Commercial Litigation
International Arbitration

11. Industries

Mining

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Spiliada Maritime Corporation v Cansulex Ltd	House of Lords	Yes	[1987] AC 460	England and Wales	Established the general principles for forum non conveniens, which the Singapore courts have approved and applied.
CIMB Bank Bhd v Dresdner Kleinwort Ltd	Court of Appeal	Yes	[2008] 4 SLR(R) 543	Singapore	Summarized the principles of forum non conveniens as applied in Singapore, based on the Spiliada test.
Brinkerhoff Maritime Drilling Corp v PT Airfast Services Indonesia	Court of Appeal	Yes	[1992] 2 SLR(R) 345	Singapore	Case where the Spiliada principles were adopted.
Eng Liat Kiang v Eng Bak Hern	Court of Appeal	Yes	[1995] 2 SLR(R) 851	Singapore	Case where the Spiliada principles were adopted.
PT Hutan Domas Raya v Yue Xiu Enterprises (Holdings) Ltd	Court of Appeal	Yes	[2001] 1 SLR(R) 104	Singapore	Case where the Spiliada principles were adopted.
Rickshaw Investments Ltd v Nicolai Baron von Uexkull	Court of Appeal	Yes	[2007] 1 SLR(R) 377	Singapore	Case where the Spiliada principles were adopted.
The Abidin Daver	House of Lords	Yes	[1984] AC 398	England and Wales	Cited for the principle that an appellate court should not interfere with a judge's exercise of discretion unless the judge misdirected himself on a matter of principle.
Murukami Takako (executrix of the estate of Takashi Murukami Suroso, deceased) v Wiryadi Louise Maria and others	Court of Appeal	Yes	[2009] 1 SLR(R) 508	Singapore	Discussed the Australian approach to forum non conveniens and contrasted it with the Singapore approach.
Regie Nationale des Usines Renault SA v Zhang	High Court of Australia	Yes	[2002] 210 CLR 491	Australia	Discussed the Australian approach to forum non conveniens and contrasted it with the Singapore approach.
Oceanic Sun Line Special Shipping Co v Fay	High Court of Australia	Yes	(1988) 165 CLR 197	Australia	Discussed the Australian approach to forum non conveniens and contrasted it with the Singapore approach.
Voth v Manildra Flour Mills Proprietary Limited	High Court of Australia	Yes	(1990) 171 CLR 538	Australia	Discussed the Australian approach to forum non conveniens and contrasted it with the Singapore approach.
Siemens AG v Holdrich Investment Ltd	Court of Appeal	Yes	[2010] 3 SLR 1007	Singapore	Cited for the principle that the defendant must establish that there is another available forum which is clearly or distinctly more appropriate than Singapore.
Good Earth Agricultural Co Ltd v Novus International Pte Ltd	Court of Appeal	Yes	[2008] 2 SLR(R) 711	Singapore	Cited for the principle that the court hearing an application for a stay should not predetermine the witnesses that the parties should call.
Peters Rogers May v Pinder Lillian Gek Lian	High Court	Yes	[2006] 2 SLR(R) 381	Singapore	Endorsed the views on how the possibility of obtaining video-link evidence should impact the stage one analysis of the Spiliada test.
Chan Chin Cheung v Chan Fatt Cheung	Court of Appeal	Yes	[2010] 1 SLR(R) 1206	Singapore	Held that the availability of witnesses should not be a significant factor if the witnesses are from Malaysia because of the proximity of Singapore to Malaysia.
Sun Jin Engineering Pte Ltd v Hwang Jae Woo	High Court	Yes	[2010] SGHC 111	Singapore	Cited regarding the compellability of witnesses in the alternative forum.
Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal	Court of Appeal	Yes	[2008] 2 SLR(R) 491	Singapore	Cited for the three-stage approach to determine the governing law of a contract.
Macmillan Inc v Bishopsgate Investments plc (No 3)	English Court of Appeal	Yes	[1996] 1 WLR 387	England and Wales	Cited for the principle that the first stage of any choice of law analysis is to characterise the issues that the parties have raised.
Re United Railways of Havana	English Court of Appeal	Yes	[1960] Ch 52	England and Wales	Cited for the principle that it is possible to infer that the parties intended that a contract be governed by the same law that governs a closely related contract.
In re United Railways of Havana and Regla Warehouses Ltd	House of Lords	Yes	[1961] AC 1007	England and Wales	House of Lords decision regarding the governing law of related contracts.
Miliangos v George Frank (Textiles) Ltd	House of Lords	Yes	[1976] AC 443	England and Wales	Overruled a previous decision on the issue as to whether or not the “breach date conversion” rule in Re United Railways of Havana (HL) ought to be departed from and be substituted with the rule that an English court was entitled to give judgment for a sum of money expressed in a foreign currency in the case of obligations of a money character to pay foreign currency under a contract, the proper law of which was that of a foreign country and when the money of account was that of that country or possibly some country other than the United Kingdom.
The Njegos	English High Court	Yes	[1936] 1 P 90	England and Wales	Cited for the principle that it is possible to infer that the parties concerned intended that a contract be governed by the same law as the governing law of a related contract.
The Adriatic	English High Court	Yes	[1931] P 241	England and Wales	Cited for the principle that it is possible to infer that the parties concerned intended that a contract be governed by the same law as the governing law of a related contract.
Las Vegas Hilton Corp (trading as Las Vegas Hilton) v Khoo Teng Hock Sunny	High Court	Yes	[1996] 2 SLR(R) 589	Singapore	Referred to The Njegos when discussing the circumstances in which an inference may be drawn in relation to the governing law of a contract.
Distillers Co. (Biochemicals) Ltd v Thompson	House of Lords	Yes	[1971] AC 458	England and Wales	Cited for the test that is commonly applied for determining the place of the tort is that which looks at the events constituting the tort and asks where, in substance, the cause of action arose.
Metal und Rohstoff AG v Donaldson Lufkin & Jenrette Inc & Anor	English Court of Appeal	Yes	[1990] 1 QB 391	England and Wales	Cited for the test that is commonly applied for determining the place of the tort is that which looks at the events constituting the tort and asks where, in substance, the cause of action arose.
Wing Hak Man and another v Bio-Treat Technology Ltd and others	High Court	Yes	[2009] 1 SLR(R) 446	Singapore	Cited for the test that is commonly applied for determining the place of the tort is that which looks at the events constituting the tort and asks where, in substance, the cause of action arose.
Focus Energy Ltd v Aye Aye Soe	High Court	Yes	[2009] 1 SLR(R) 1086	Singapore	Cited for the test that is commonly applied for determining the place of the tort is that which looks at the events constituting the tort and asks where, in substance, the cause of action arose.
Cordoba Shipping Co Ltd v National State Bank, Elizabeth, New Jersey (The “Albaforth”)	English Court of Appeal	Yes	[1984] 2 Lloyd’s Rep 91	England and Wales	Cited for the principle that, in the context of determining the place of tort for the purpose of leave to serve out of jurisdiction, the English Court of Appeal has held that the place of the tort is the place where the representation is “received and acted upon”.
Diamond v Bank of London and Montreal	English Court of Appeal	Yes	[1979] QB 333	England and Wales	Cited for the principle that, in the context of determining the place of tort for the purpose of leave to serve out of jurisdiction, the English Court of Appeal has held that the place of the tort is the place where the representation is “received and acted upon”.
Cordova Land Co v Victor Bros Inc	English Court of Appeal	Yes	[1966] 1 WLR 793	England and Wales	Cited for the principle that, in a case where the misrepresentation occurred in one jurisdiction to an unspecified class of persons and was received and relied upon in a second jurisdiction, the court found that the tort occurred in the first jurisdiction.
Public Prosecutor v Taw Cheng Kong	Court of Appeal	Yes	[1998] 2 SLR(R) 489	Singapore	Cited for the principle that Parliament has the power to legislate extraterritorially.
Parno v SC Marine Pte Ltd	Court of Appeal	Yes	[1999] 3 SLR(R) 377	Singapore	Cited for the principle that Parliament is generally presumed to have intended for its laws to only apply to activity in Singapore.
Huang Danmin v Traditional Chinese Medicine Practitioners Board	High Court	Yes	[2010] SGHC 152	Singapore	Cited as an illustration of a case where the Singapore High Court held that the presumption against extraterritoriality was rebutted in the Traditional Chinese Medicine Practitioners Act (Cap 333A, 2001 Rev Ed) on the basis that extraterritorial application of that statute would serve Parliamentary intention and would not cause any difficulty with international comity and enforcement of the statute.
Berezovsky v Michaels	House of Lords	Yes	[2000] 1 WLR 1004	England and Wales	For tort claims, the place of the tort is prima facie the natural forum.
The Peng Yan	Hong Kong Court of Appeal	Yes	[2009] 1 HKLRD 144	Hong Kong	The place of the tort may, in some cases, be fortuitous.
The Rainbow Joy	Court of Appeal	Yes	[2005] 3 SLR(R) 719	Singapore	Only connections that are relevant to the disputes should be considered in the forum non conveniens analysis.
Vetco Gray UK Ltd v FMC Technologies Inc	English High Court	Yes	[2007] EWHC 540 (Pat)	England and Wales	Only connections that are relevant to the disputes should be considered in the forum non conveniens analysis.
Macsteel Commercial Holdings (Pty) Ltd & Anor v Thermasteel V (Canada) Inc & Anor	English Court of Appeal	Yes	[1996] CLC 1403	England and Wales	Useful illustration of a case where the dispute had links to Ontario and South Africa. The only link with England was that English law was expressed to be the governing law of the contract. On those facts, the court held that the action should be stayed even though both South Africa and Ontario had equally strong links with the dispute.
Lehman Brothers Special Financing Inc v Hartadi Angkosubroto	High Court	Yes	[1998] 3 SLR(R) 664	Singapore	The court considered that the natural forum was either New York or Indonesia and not Singapore (at [35]). The High Court accordingly granted the stay.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed)	Singapore
Rules of Court (Cap 322, R 5, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Forum non conveniens
Spiliada test
Investment Agreement
Exclusive Mining Agreement
Letter of Offer
Pelaihari Concession
Tanah Bumbu Concession
Misrepresentation
Governing law
Lex loci delicti

15.2 Keywords

forum non conveniens
misrepresentation
mining
Indonesia
Singapore
contract
tort

17. Areas of Law

Area Name	Relevance Score
Forum Non Conveniens	95
Jurisdiction	90
Contract Law	80
Misrepresentation	75
Breach of Contract	70
Investment Agreement	65
Arbitration	60
International Commercial Law	50

16. Subjects

Conflict of Laws
Civil Procedure
Contract Law
Torts
Forum Non Conveniens
Misrepresentation