Hong Hin Kay Albert v AAHG, LLC: Anti-Suit Injunction & Share Misappropriation

In Hong Hin Kay Albert and another v AAHG, LLC and another, the High Court of Singapore granted an anti-suit injunction to Albert Hong Hin Kay and Edward Hong Hin Kit, restraining AAHG, LLC and the liquidating trustee of the DVI liquidating trust from continuing legal proceedings in the United States concerning the alleged misappropriation of shares in Universal Medicare Pte Ltd. The court found Singapore to be the natural forum and the US action vexatious, ordering the defendants to pay costs to the plaintiffs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiffs’ application for an anti-suit injunction allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court grants anti-suit injunction to restrain US proceedings regarding alleged misappropriation of Universal Medicare Pte Ltd shares.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
AAHG, LLCDefendantCorporationAnti-suit injunction granted against defendantLost
Hong Hin Kay AlbertPlaintiffIndividualApplication for anti-suit injunction allowedWon
Edward Hong Hin KitPlaintiffIndividualApplication for anti-suit injunction allowedWon
Liquidating trustee of the DVI liquidating trustDefendantTrustAnti-suit injunction granted against defendantLost

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudgeYes

4. Counsels

Counsel NameOrganization
Siraj OmarPremier Law LLC
Liew Teck HuatGlobal Law Alliance LLC
Jason YeoGlobal Law Alliance LLC

4. Facts

  1. Plaintiffs and an Indonesian businessman formed PTNM to set up a hospital in Medan, Indonesia.
  2. DVI provided credit facilities to the Plaintiffs to settle an outstanding loan related to the hospital construction.
  3. Albert transferred 10,000 Universal shares to DVI in recognition of DVI’s assistance.
  4. DVI went into liquidation in the US.
  5. Albert exercised a right of pre-emption to purchase DVI’s stake in Universal.
  6. Plaintiffs agreed to sell 99% of the shares in Universal to Columbia Asia Healthcare Sdn Bhd.
  7. DVI commenced legal proceedings in the US, alleging misappropriation of Universal shares.

5. Formal Citations

  1. Hong Hin Kay Albert and another v AAHG, LLC and another, Suit No 162 of 2014 (Summons No 659 of 2014), [2014] SGHC 206

6. Timeline

DateEvent
Albert transferred 10,000 Universal shares to DVI.
DVI went into liquidation in the US.
Defendants received a notice of sale from the solicitors acting on behalf of the liquidators.
Solicitors acting on behalf of Albert issued a notice stating that he was prepared to exercise the right of pre-emption.
Albert received a reply stating that DVI had decided not to sell its equity interest in Universal to Goldman Sachs (Asia) Finance.
AAHG purchased the beneficial interest in the Universal shares.
Albert exercised the right of pre-emption to purchase DVI’s stake in Universal.
Plaintiffs and Boelio Muliadi entered into a share sale agreement.
Share register of Universal was updated to reflect the change in ownership of the 10,000 shares from DVI to Albert.
DVI commenced Originating Summons No 509 of 2010 in Singapore.
DVI commenced Originating Summons No 723 of 2011 in Singapore against the Plaintiffs, Universal and Columbia.
DVI was directed to file its statement of claim by 26 March 2012.
An “unless order” was issued for DVI to file and serve its statement of claim by 20 April 2012.
DVI withdrew S 61/2012 by filing a notice of discontinuance.
Plaintiffs commenced Suit No 162 of 2014 in Singapore against the Defendants.
Plaintiffs granted leave to serve the writ of summons and the statement of claim on the Defendants in the US.
Anti-suit injunction granted in favour of the Plaintiffs.

7. Legal Issues

  1. Anti-Suit Injunction
    • Outcome: The court granted the anti-suit injunction, restraining the defendants from continuing proceedings in the US.
    • Category: Procedural
    • Sub-Issues:
      • Jurisdiction
      • Natural Forum
      • Vexatious or Oppressive Conduct
      • Injustice to the Defendant
    • Related Cases:
      • [2011] 1 SLR 391
      • [2009] 4 SLR(R) 428
      • [1997] 2 SLR(R) 148
      • [1987] AC 460
      • [2006] 1 SLR(R) 582
      • [1987] 1 AC 871
  2. Misappropriation of Shares
    • Outcome: The court did not make a final determination on the misappropriation claim but considered it in the context of the anti-suit injunction.
    • Category: Substantive
  3. Abuse of Process
    • Outcome: The court considered the defendants' prior conduct in Singapore proceedings when determining whether the US action was vexatious.
    • Category: Procedural

8. Remedies Sought

  1. Anti-Suit Injunction
  2. Damages

9. Cause of Actions

  • Misappropriation
  • Conversion

10. Practice Areas

  • Commercial Litigation
  • Cross-Border Litigation
  • Shareholder Disputes

11. Industries

  • Healthcare

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
JIO Minerals FZC and others v Mineral Enterprises LtdCourt of AppealYes[2011] 1 SLR 391SingaporeCited for the principle that the place of the tort is prima facie the natural forum in tort claims.
John Reginald Stott Kirkham and others v Trane US Inc and othersCourt of AppealYes[2009] 4 SLR(R) 428SingaporeCited for the elements to be considered in determining whether an anti-suit injunction should be granted.
Koh Kay Yew v Inno-Pacific Holdings LtdCourt of AppealYes[1997] 2 SLR(R) 148SingaporeCited for the observation that a party would be amenable to the jurisdiction of the court in so far as the party was validly served with the court documents as required by the Rules of Court.
Spiliada Maritime Corporation v Cansulex LtdN/AYes[1987] AC 460N/ACited for the principles to be applied in determining the natural and proper forum in the context of anti-suit injunctions.
Chee Siok Chin and others v Minister for Home Affairs and anotherHigh CourtNo[2006] 1 SLR(R) 582SingaporeCited regarding instances where abuse of process was made out.
Societe Nationale Industrielle Aerospatiale v Lee Kui Jak and anotherN/AYes[1987] 1 AC 871N/ACited for the principle that the notions of vexation and oppression should not be restricted by definition.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 18 r 8

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act (Cap 163, 1996 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Anti-suit injunction
  • Natural forum
  • Vexatious conduct
  • Oppressive conduct
  • Misappropriation of shares
  • Right of pre-emption
  • Liquidating trustee
  • Beneficial interest
  • Statutory limitation period
  • Waiver of limitation defence

15.2 Keywords

  • Anti-suit injunction
  • Share misappropriation
  • Singapore High Court
  • Universal Medicare
  • AAHG, LLC
  • DVI liquidating trust

17. Areas of Law

Area NameRelevance Score
Anti-suit injunction95
Commercial Disputes60
Company Law50
Property Law50
Civil Procedure40
Equity and limitation of actions30
Estoppel30

16. Subjects

  • Civil Procedure
  • Injunctions
  • Shareholder Disputes
  • Conflict of Laws