Ashlock William Grover v SetClear Pte Ltd: Anti-Suit Injunction & Contract Interpretation
Ashlock William Grover appealed against the High Court's decision in favor of SetClear Pte Ltd and others, which granted an anti-suit injunction preventing Grover from pursuing claims in the United States related to founder benefits. The Court of Appeal of Singapore, comprising Justices Chao Hick Tin, Andrew Phang Boon Leong, and Tan Lee Meng, dismissed the appeal, upholding the High Court's interpretation of a settlement agreement. The court found that Grover had agreed not to pursue any future claims against SetClear and its affiliated companies, and the American Action constituted a breach of that agreement.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding an anti-suit injunction. The court upheld the High Court's decision, enforcing a settlement agreement and preventing the appellant from pursuing claims in the US.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ashlock William Grover | Appellant | Individual | Appeal Dismissed | Lost | |
| SetClear Pte Ltd | Respondent | Corporation | Judgment for Respondent | Won | |
| CLSA Limited | Respondent | Corporation | Judgment for Respondent | Won | |
| SetClear Inc | Respondent | Corporation | Judgment for Respondent | Won | |
| Credit Agricole Securities (USA) Inc (Formerly known as Caylon Securities (USA) Inc) | Respondent | Corporation | Judgment for Respondent | Won | |
| IX Net Holding Limited | Respondent | Corporation | Judgment for Respondent | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | Yes |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| Tan Lee Meng | Judge | No |
4. Counsels
4. Facts
- Appellant and Slone co-founded IX Net Holding Limited.
- Appellant entered into an employment agreement with SetClear Pte Ltd.
- Appellant signed a separation agreement with SetClear Pte Ltd.
- The separation agreement contained a clause for full and final settlement of all claims.
- Appellant commenced proceedings in the United States seeking founder benefits.
- Respondents commenced proceedings in Singapore seeking a declaration and an anti-suit injunction.
- The High Court granted the anti-suit injunction.
5. Formal Citations
- Ashlock William Grover v SetClear Pte Ltd and others, Civil Appeal No 66 of 2011, [2012] SGCA 20
- SetClear Pte Ltd and others v Ashlock William Grover, , [2011] SGHC 130
6. Timeline
| Date | Event |
|---|---|
| Appellant and Jonathan Slone co-founded a start-up business operated in New York by IX Net Holding Limited. | |
| Appellant designated as Chief Operating Officer of IX Net Holding Limited and seconded to Credit Agricole Securities (USA) Inc in New York. | |
| Appellant offered employment by SetClear Pte Ltd. | |
| Appellant put on leave after disagreement with Slone. | |
| Appellant and Young signed an agreement providing for the cessation of the Appellant’s employment with the 1st Respondent. | |
| Appellant reaffirmed terms of 17 July 2008 Agreement. | |
| Appellant reaffirmed terms of 17 July 2008 Agreement. | |
| Appellant commenced proceedings against the Respondents and Slone in the United States District Court, Southern District of New York. | |
| Respondents commenced the Singapore Action. | |
| Appeal heard. | |
| Court dismissed the appeal with costs. |
7. Legal Issues
- Interpretation of Contractual Clauses
- Outcome: The court held that clause 14 of the 17 July 2008 Agreement was unambiguous and provided for a full and final settlement of all claims, including claims for founder benefits.
- Category: Substantive
- Sub-Issues:
- Ambiguity of contract terms
- Scope of settlement agreement
- Anti-Suit Injunctions
- Outcome: The court upheld the grant of the anti-suit injunction, finding that the American Action was in breach of contract and vexatious and oppressive.
- Category: Procedural
- Sub-Issues:
- Breach of contract
- Vexatious and oppressive conduct
- International comity
8. Remedies Sought
- Declaration
- Damages
- Injunction
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- International Litigation
- Dispute Resolution
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| SetClear Pte Ltd and others v Ashlock William Grover | High Court | Yes | [2011] SGHC 130 | Singapore | The High Court decision that was appealed against in this case. |
| Bank of Credit and Commerce International SA v Ali and others | House of Lords | Yes | [2002] 1 AC 251 | England and Wales | Cited for the principle that a court undertaking a contextual approach in the construction of a contract does not inquire into the parties’ subjective states of mind but makes an objective judgment based on the materials already identified. |
| CSR Ltd v Cigna Insurance Australia Ltd | High Court of Australia | Yes | (1997) 71 ALJR 1143 (HCA) | Australia | Cited to illustrate a case where an interlocutory anti-suit injunction was applied for while the determination on the merits of the Singapore Action was still pending, which is different from the present case. |
| John Reginald Stott Kirkham and others v Trane US Inc and others | Court of Appeal | Yes | [2009] 4 SLR(R) 428 | Singapore | Applied the principles applicable to the grant of anti-suit injunctions. |
| Evergreen International SA v Volkswagen Group Singapore Pte Ltd | High Court | Yes | [2004] 2 SLR(R) 457 | Singapore | Approved 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" NV | House of Lords | Yes | [1987] AC 24 | England and Wales | Cited as an element to consider whether the institution of the foreign proceedings is in breach of any agreement between the parties. |
| The Angelic Grace | Court of Appeal | Yes | [1995] 1 Lloyd's Rep 87 | England and Wales | Cited for the principle that the court may not feel diffident about granting an anti-suit injunction as it would only be enforcing a contractual promise and the question of international comity is not as relevant. |
| WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri Lanka | High Court | Yes | [2002] 1 SLR(R) 1088 | Singapore | Cited for the principle that the court may not feel diffident about granting an anti-suit injunction as it would only be enforcing a contractual promise and the question of international comity is not as relevant. |
| National Westminster Bank plc v Utrecht-America Finance Co | Court of Appeal | Yes | [2001] CLC 1372 | England and Wales | Discussed the principles applicable to the grant of anti-suit injunctions, especially where a permanent injunction is sought after a judgment on the merits. |
| Amchem Products Inc v British Columbia (Workers Compensation Board) | Supreme Court of Canada | Yes | [1993] 1 SCR 897 | Canada | Quoted with approval by Lord Goff in the Airbus Industrie case regarding comity and respecting the foreign court's decision on jurisdiction. |
| Continental Bank NA v Aeakos Compania Naviera SA | Court of Appeal | Yes | [1994] 1 WLR 588 | England and Wales | Cited for the principle that the English court will readily grant an injunction restraining a party from commencing or continuing foreign proceedings which are in breach of contract. |
| Donohue v Armco Inc | Court of Appeal | Yes | [2000] CLC 1090 | England and Wales | Cited for the principle that the English court will readily grant an injunction restraining a party from commencing or continuing foreign proceedings which are in breach of contract. |
| Société Nationale Industrielle Aérospatiale v Lee Kui Jak | House of Lords | Yes | [1987] AC 871 | England and Wales | Considered the locus classicus on anti-suit injunctions. |
| Bank of America National Trust and Savings Association v Djoni Widjaja | High Court | Yes | [1994] 2 SLR(R) 898 | Singapore | Cited for the principle that an anti-suit injunction in the present case would not, strictly-speaking, offend against the notion of international comity because the injunction would effectively be no more than an in personam order made against the Appellant following his breach of a specific contractual promise encapsulated in cl 14. |
| Koh Kay Yew v Inno-Pacific Holdings Ltd | High Court | Yes | [1997] 2 SLR(R) 148 | Singapore | On meaning of “amenable” to a jurisdiction |
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
- Anti-suit injunction
- Founder benefits
- Settlement agreement
- Full and final settlement
- Breach of contract
- Jurisdiction clause
- Vexatious and oppressive
- International comity
15.2 Keywords
- Anti-suit injunction
- Contract interpretation
- Settlement agreement
- Founder benefits
- Singapore
- Court of Appeal
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Anti-suit injunction | 95 |
| Contract Law | 75 |
| Interpretation of contractual terms | 60 |
| Jurisdiction | 60 |
| International Commercial Law | 30 |
| Arbitration | 30 |
| Estoppel | 25 |
16. Subjects
- Contract Law
- Civil Procedure
- Conflict of Laws
- Injunctions