SetClear Pte Ltd v Ashlock William Grover: Enforceability of Termination Agreement and Anti-Suit Injunction
In SetClear Pte Ltd and others v Ashlock William Grover, the Singapore High Court addressed whether Mr. Ashlock was precluded from commencing legal action in the United States against SetClear Pte Ltd and its affiliated companies due to a termination agreement (TA). The plaintiffs sought declarations that Mr. Ashlock breached the TA by pursuing claims for "founder benefits" in the US. The court found in favor of the plaintiffs, granting the declarations and an anti-suit injunction to prevent Mr. Ashlock from continuing the US proceedings. The court did not grant damages. The judgment was delivered on 24 May 2011.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Declarations and anti-suit injunction granted in favor of the plaintiffs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court enforces a termination agreement, preventing Mr. Ashlock from pursuing claims in the US for founder benefits. An anti-suit injunction was granted.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| SetClear Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Alvin Yeo, Monica Chong, Cheryl Fu, Lee Ee Yang |
| Ashlock William Grover | Defendant | Individual | Declarations and anti-suit injunction granted against Defendant | Lost | Kelvin Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Alvin Yeo | WongPartnership |
| Monica Chong | WongPartnership |
| Cheryl Fu | WongPartnership |
| Lee Ee Yang | WongPartnership |
| Kelvin Tan | Drew & Napier LLC |
4. Facts
- Mr Ashlock was employed by companies within the CLSA Group between 2006 and 2009.
- A termination agreement was signed on 17 July 2008 between the first plaintiff and Mr Ashlock.
- Clause 14 of the termination agreement stated it was a full and final settlement of all claims.
- Mr Ashlock commenced proceedings in the United States District Court in 2010.
- The plaintiffs sought a declaration that Mr Ashlock breached the termination agreement.
- The plaintiffs sought an order restraining Mr Ashlock from continuing the US proceedings.
- The termination agreement was reaffirmed by two letters counter-signed by Mr Ashlock.
5. Formal Citations
- SetClear Pte Ltd and others v Ashlock William Grover, Originating Summons No 118 of 2011, [2011] SGHC 130
- SetClear Pte Ltd and others v Ashlock William Grover, Civil Appeal No 66 of 2011, [2012] SGCA 20
6. Timeline
| Date | Event |
|---|---|
| Mr Ashlock employed by the fifth plaintiff. | |
| Mr Ashlock counter-signed letter of appointment with fifth plaintiff. | |
| Mr Ashlock employed by the first plaintiff. | |
| Mr Ashlock counter-signed letter of appointment with first plaintiff. | |
| Termination agreement signed between first plaintiff and Mr Ashlock. | |
| Letter from first plaintiff to Mr Ashlock reaffirming termination agreement. | |
| Letter from first plaintiff to Mr Ashlock reaffirming termination agreement. | |
| Mr Ashlock commenced proceedings in the United States District Court. | |
| Plaintiffs filed the Singapore Action. | |
| Judgment issued in the Singapore High Court. | |
| Appeal dismissed by the Court of Appeal. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant breached the termination agreement by commencing legal action in the United States.
- Category: Substantive
- Enforceability of Contractual Clauses
- Outcome: The court found that clause 14 of the termination agreement was clear and enforceable.
- Category: Substantive
- Anti-Suit Injunction
- Outcome: The court granted an anti-suit injunction to prevent the defendant from continuing proceedings in the United States.
- Category: Procedural
8. Remedies Sought
- Declaratory Judgment
- Damages
- Injunctive Relief
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| John Reginald Stott Kirkham and others v Trane US Inc and others | Court of Appeal | Yes | [2009] 4 SLR(R) 428 | Singapore | Cited to support the position that an anti-suit injunction ought not to be granted even if the court were to rule on the interpretation of the clause in the plaintiffs’ favour, stressing that the American Action was not vexatious or oppressive to the plaintiffs. |
| Evergreen International SA v Volkswagen Group Singapore Pte Ltd | N/A | Yes | [2004] 2 SLR(R) 457 | Singapore | Cited for the elements to consider in determining whether an anti-suit injunction ought to be granted. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Termination Agreement
- Founder Benefits
- Anti-Suit Injunction
- Full and Final Settlement
- Affiliated Companies
15.2 Keywords
- termination agreement
- founder benefits
- anti-suit injunction
- contract law
- Singapore
- High Court
16. Subjects
- Contract Law
- Civil Litigation
- Employment Law
17. Areas of Law
- Contract Law
- Civil Procedure
- Injunctions