Virsagi Management v Welltech Construction: Lis Alibi Pendens, Forum Non Conveniens & Overseas Training Center Dispute

Virsagi Management (S) Pte Ltd appealed against the High Court's decision to stay Suit 63 and Suit 64, actions against Welltech Construction Pte Ltd and Badel/Gazipur, respectively, concerning a dispute over an overseas training center (OTC) in Dhaka, Bangladesh. The Court of Appeal dismissed the appeals, disagreeing with the High Court's finding of lis alibi pendens but agreeing that Bangladesh was the more appropriate forum (forum non conveniens). The suits involved claims of inducing breach of contract and unlawful interference with contract.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeals dismissed. The court held that the Judge was mistaken with regards to Issue 1, and should not have stayed proceedings on the ground of lis alibi pendens (or rather, the doctrine of forum election).

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal case concerning a dispute over an overseas training center in Bangladesh. The court addressed lis alibi pendens and forum non conveniens.

1.7 Decision Date

24 September 2013

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Virsagi Management (S) Pte Ltd	Appellant, Plaintiff	Corporation	Appeal Dismissed	Lost	Andrew J Hanam of Andrew LLC
Welltech Construction Pte Ltd	Respondent, Defendant	Corporation	Appeal Dismissed	Won	Ramalingam Kasi of Raj Kumar & Rama
Ferdous Ahmed Badel	Respondent, Defendant	Individual	Appeal Dismissed	Won	Cheah Kok Lim of Cheah Associates LLC

3. Judges

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

4. Counsels

Counsel Name	Organization
Andrew J Hanam	Andrew LLC
Ramalingam Kasi	Raj Kumar & Rama
Cheah Kok Lim	Cheah Associates LLC

4. Facts

Virsagi and Welltech entered into an agreement to set up an overseas training center (OTC) in Dhaka, Bangladesh.
Welltech obtained the BCA license, while Virsagi was to run the OTC.
A joint venture company, Welltech Test Pvt Ltd (WTPL), was incorporated.
Virsagi later entered into agreements with GNI and Gazipur to operate the OTC.
Victor, a shareholder in WTPL, commenced legal action in Bangladesh.
Virsagi commenced suits in Singapore against Welltech and Badel for breach of contract and interference.
The High Court stayed the Singapore suits based on lis alibi pendens and forum non conveniens.

5. Formal Citations

Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another appeal, Civil Appeals Nos 90 and 91 of 2012, [2013] SGCA 50
Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd, , [2012] SGHC 207

6. Timeline

Date	Event
2006-01-01	Building and Construction Authority of Singapore invited companies to set up authorised overseas training centres in India and Bangladesh.
2006-10-01	Welltech Construction Pte Ltd was successfully shortlisted in an initial ballot exercise conducted by the BCA.
2006-11-24	The Rupsha Agreement was submitted to the BCA by Welltech by way of a letter.
2006-11-25	The joint venture company, Welltech Test Pvt Ltd, was incorporated.
2006-12-06	The BCA granted Welltech in-principle approval to set up an OTC in Dhaka, Bangladesh.
2007-01-01	Virsagi and Welltech entered into the Principal Agreement.
2007-04-26	Virsagi entered into an agreement with GNI to establish the OTC.
2009-04-26	Virsagi entered into an agreement with Gazipur.
2010-01-01	Woon, Badel and Victor met in Singapore.
2011-12-14	Virsagi wrote to Welltech threatening legal action.
2011-12-31	The Principal Agreement was terminated.
2012-01-05	Victor commenced legal action in Company Matter No 8 of 2012 in the Supreme Court of Bangladesh, High Court Division in Dhaka.
2012-01-09	Victor obtained the ad-interim order from the Dhaka High Court.
2012-01-15	The Dhaka Order was stayed pursuant to an application made by Badel in Bangladesh.
2012-01-26	Virsagi commenced Suit No 63 of 2012 and Suit No 64 of 2012 in the Singapore courts.
2012-04-15	CM 8/2012 was heard by the Dhaka High Court.
2012-04-16	CM 8/2012 was heard by the Dhaka High Court.
2012-06-21	A written judgment was delivered dismissing Victor’s application.
2012-01-01	Civil Appeals Nos 90 and 91 of 2012 were appeals against the decision by the judge in Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd [2012] SGHC 207.
2013-09-25	The Court of Appeal dismissed the appeals.

7. Legal Issues

Lis Alibi Pendens
- Outcome: The court held that there was no lis alibi pendens on the facts of the case.
- Category: Procedural
- Related Cases:
  - [1999] 2 SLR(R) 955
Forum Non Conveniens
- Outcome: The court agreed with the Judge that Bangladesh was the more appropriate forum.
- Category: Procedural
- Related Cases:
  - [1987] AC 460
Inducing Breach of Contract
- Outcome: The court did not make a determination on the merits of this claim.
- Category: Substantive
Unlawful Interference with Contract
- Outcome: The court did not make a determination on the merits of this claim.
- Category: Substantive

8. Remedies Sought

Injunction
Damages
Account of Profits

9. Cause of Actions

Inducing Breach of Contract
Unlawful Interference with Contract
Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Construction

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd	High Court	Yes	[2012] SGHC 207	Singapore	The case under appeal; the Court of Appeal reviewed the High Court's decision to stay proceedings based on lis alibi pendens and forum non conveniens.
Spiliada Maritime Corporation v Cansulex Ltd	House of Lords	Yes	[1987] AC 460	England and Wales	Cited as the leading authority on the principles of forum non conveniens.
Yusen Air & Sea Service (S) Ptd Ltd v KLM Royal Dutch Airlines	Court of Appeal	Yes	[1999] 2 SLR(R) 955	Singapore	Cited for the principles governing lis alibi pendens and the distinction between common plaintiff and reversed parties situations.
De Dampierre v De Dampierre	House of Lords	Yes	[1988] AC 92	England and Wales	Cited in Yusen Air for the principle that the existence of concurrent proceedings in another jurisdiction is only an additional factor to be considered under the Spiliada test.
The Hooghly Mills Co Ltd v Seltron Pte Ltd	Court of Appeal	Yes	[1994] 3 SLR(R) 757	Singapore	Cited in Yusen Air for the principle that the existence of concurrent proceedings in another jurisdiction is only an additional factor to be considered under the Spiliada test.
Australian Commercial Research and Development Ltd v ANZ McCaughan Merchant Bank Ltd	English High Court	Yes	[1989] 3 All ER 65	England and Wales	Cited as the leading authority on the principle that a plaintiff would be put to an election and he would have to decide which jurisdiction he wishes to pursue his claim.
Koh Kay Yew v Inno-Pacific Holdings Ltd	Court of Appeal	Yes	[1997] 2 SLR(R) 148	Singapore	Cited for the principle that courts should prevent the inherent abuse of the different judicial systems in different jurisdictions by compelling that party to choose the jurisdiction that he wants to litigate in.
CIMB Bank Bhd v Dresdner Kleinwort Ltd	Court of Appeal	Yes	[2008] 4 SLR(R) 543	Singapore	Cited for the principle that parallel proceedings constitute one of the factors in the application of the Spiliada principles.
Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull	Court of Appeal	Yes	[2007] 1 SLR(R) 377	Singapore	Cited for the principle that parallel proceedings constitute one of the factors in the application of the Spiliada principles.
Multi-Code Electronics Industries (M) Bhd and another v Toh Chun Toh Gordon and others	High Court	Yes	[2009] 1 SLR(R) 1000	Singapore	Cited as an example where the action in Singapore is brought to obtain security by way of a Mareva injunction or attachment of assets.
Ang Ming Chuang v Singapore Airlines Ltd (Civil Aeronautics Administration, Third Party)	High Court	Yes	[2005] 1 SLR(R) 409	Singapore	Cited as a case where the doctrine of lis alibi pendens was referred to.
Tan Kah Hock and Another v Chou Li Chen and Others	High Court	Yes	[2008] SGHC 82	Singapore	Cited as a case where the doctrine of lis alibi pendens was referred to.
Beckkett Pte Ltd v Deutsche Bank AG and another	High Court	Yes	[2011] 1 SLR 524	Singapore	Cited in relation to vexation and oppression operate in the context of anti-suit injunctions.
Transtech Electronics Pte Ltd v Choe Jerry and others	High Court	Yes	[1998] 1 SLR(R) 1014	Singapore	Cited as a case that considered the causes of action and reliefs sought by parties in the various proceedings in order to determine whether or not there was a lis alibi pendens.
Lanna Resources Public Co Ltd v Tan Beng Phiau Dick and another	High Court	Yes	[2011] 1 SLR 543	Singapore	Cited as a case that considered the causes of action and reliefs sought by parties in the various proceedings in order to determine whether or not there was a lis alibi pendens.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Bangladesh) 1994 (Act No 18 of 1994)	Bangladesh

15. Key Terms and Keywords

15.1 Key Terms

Overseas Training Center
Lis Alibi Pendens
Forum Non Conveniens
BCA Licence
Principal Agreement
Gazipur Agreement
Welltech Test Pvt Ltd
Dhaka Order

15.2 Keywords

overseas training center
lis alibi pendens
forum non conveniens
contract
singapore
bangladesh

17. Areas of Law

Area Name	Relevance Score
Commercial Disputes	80
Contract Law	70
Jurisdiction	60
Forum Non Conveniens	50
Company Law	40
Lis alibi pendens	40
Arbitration	30

16. Subjects

Conflict of Laws
Civil Procedure
Contract Law
Tort Law
Forum Non Conveniens
Lis Alibi Pendens