Bunge SA v Indian Bank: Forum Non Conveniens & Breach of Undertaking
The Singapore High Court addressed a forum non conveniens application in a case between Bunge SA and Grains and Industrial Products Trading Pte Ltd (the plaintiffs) and Indian Bank (the defendant). The plaintiffs sued the defendant for money had and received and damages for breach of an undertaking to issue a letter of credit. The defendant applied for a stay of the Singapore proceedings, arguing that India was the more appropriate forum. The High Court granted the stay, finding that the connecting factors pointed to India as the more appropriate forum, and the plaintiffs' concerns about delay in the Indian legal system were mitigated by the defendant's undertaking to cooperate with the plaintiffs for the expeditious prosecution of the action in India.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Singapore proceedings stayed in favour of India as the more appropriate forum.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court stayed proceedings in favor of India, finding it the more appropriate forum for a dispute over a letter of credit.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Bunge SA | Plaintiff | Corporation | Proceedings Stayed | Stayed | Kwek Choon Lin Winston, Joseph Tang, Istyana Putri Ibrahim |
| Grains and Industrial Products Trading Pte Ltd | Plaintiff | Corporation | Proceedings Stayed | Stayed | Kwek Choon Lin Winston, Joseph Tang, Istyana Putri Ibrahim |
| Indian Bank | Defendant | Corporation | Stay Granted | Won | Tan Teng Muan, Loh Li Qin |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Belinda Ang Saw Ean | J | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kwek Choon Lin Winston | Rajah and Tann Singapore LLP |
| Joseph Tang | Rajah and Tann Singapore LLP |
| Istyana Putri Ibrahim | Rajah and Tann Singapore LLP |
| Tan Teng Muan | Mallal & Namazie |
| Loh Li Qin | Mallal & Namazie |
4. Facts
- Plaintiffs sued the defendant for money had and received and damages for breach of an undertaking.
- The claim relates to a sum of US$9.74m remitted to the defendant.
- The remittance was intended as a deposit for a letter of credit to be issued by the defendant.
- The defendant failed to issue the letter of credit and did not refund the deposit.
- The defendant claimed the remittance was to Varun's account and not related to any undertaking.
- The defendant applied for a stay of the Singapore proceedings on the ground of forum non conveniens.
- The plaintiffs argued that English law governed the claims and that delays in the Indian legal system would prejudice them.
5. Formal Citations
- Bunge SA and another v Indian Bank, Suit No 848 of 2012 (Registrar's Appeal No 269 of 2013), [2015] SGHC 330
6. Timeline
| Date | Event |
|---|---|
| Statement of Claim filed and served | |
| Defence filed and served | |
| Reply filed and served | |
| Pre-Trial Conference held | |
| Subsequent Pre-Trial Conference held | |
| Stay application filed and served | |
| Assistant Registrar allowed the defendant’s application for a stay | |
| Plaintiffs appealed the Assistant Registrar’s decision | |
| Plaintiffs’ appeal dismissed | |
| Plaintiffs filed a Notice of Appeal | |
| Terms of the undertaking were recorded as part of the Order staying the Singapore proceedings | |
| Plaintiffs amended Civil appeal No 122 of 2015 | |
| Decision Date |
7. Legal Issues
- Forum Non Conveniens
- Outcome: The court granted a stay of the Singapore proceedings, finding India to be the more appropriate forum.
- Category: Procedural
- Sub-Issues:
- connecting factors to Singapore
- connecting factors to India
- delay in foreign jurisdiction
- compellability of witnesses
- Related Cases:
- [1987] AC 460
- [2007] 1 SLR(R) 377
- [2008] 4 SLR(R) 543
- [2011] 1 SLR 391
- Breach of Undertaking
- Outcome: The court provisionally viewed that Indian law would govern whether the SWIFT message constituted an undertaking.
- Category: Substantive
- Money Had and Received
- Outcome: The court provisionally viewed that Indian law would govern the claim for money had and received.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Money Had and Received
- Breach of Undertaking
10. Practice Areas
- Commercial Litigation
- Banking Litigation
11. Industries
- Banking
- Commodities Trading
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Raiffeisen Zentralbank Osterreich AG v Archer Daniels Midland Co and others | High Court | Yes | [2007] 1 SLR(R) 196 | Singapore | Cited as an example of a structured financing transaction similar to the one in the present case. |
| Chan Chin Cheung v Chan Fatt Cheung and others | Court of Appeal | Yes | [2010] 1 SLR 1192 | Singapore | Cited for the principle that filing a defence does not automatically prevent a defendant from applying for a stay of action based on forum non conveniens. |
| Sun Jin Engineering Pte Ltd v Hwang Jae Woo | High Court | Yes | [2011] 2 SLR 196 | Singapore | Cited for the principle that filing a defence does not automatically prevent a defendant from applying for a stay of action based on 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 governing the grant of a stay of proceedings on the ground of forum non conveniens. |
| Rickshaw Investments Ltd v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR(R) 377 | Singapore | Cited for the applicability of the Spiliada principles in Singapore and the importance of witness location and compellability in forum non conveniens analysis. |
| CIMB Bank Bhd v Dresdner Kleinwort Ltd | Court of Appeal | Yes | [2008] 4 SLR(R) 543 | Singapore | Cited for the applicability of the Spiliada principles in Singapore and the approach to determining the proper law of a restitutionary obligation. |
| JIO Minerals FZC v Mineral Enterprises Ltd | Court of Appeal | Yes | [2011] 1 SLR 391 | Singapore | Cited for the applicability of the Spiliada principles in Singapore and the consideration of witness compellability and the governing law in forum non conveniens analysis. |
| The Eleftheria | Admiralty Court | Yes | [1969] 1 Lloyd’s Rep 237 | England and Wales | Cited for the factors the court will have regard to when exercising its discretion. |
| Yeoh Poh San and another v Won Siok Wan | High Court | Yes | [2002] SGHC 196 | Singapore | Cited for the principle that the court can form a provisional view of the governing law at the interlocutory stage of a stay application. |
| Banco Atlantico SA v The British Bank of the Middle East | Court of Appeal | Yes | [1990] 2 Lloyd’s Law Rep 504 | England and Wales | Cited for the principle that the court can form a provisional view of the governing law at the interlocutory stage of a stay application. |
| Seashell Shipping Corporation v Mutualidad de Seguros del Instituto Nacional de Industria | Court of Appeal | Yes | [1989] 1 Lloyd’s Law Rep 47 | England and Wales | Cited for the principle that the court can form a provisional view of the governing law at the interlocutory stage of a stay application. |
| Pacific Recreation Pte Ltd v S Y Technology Inc | Court of Appeal | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited for the choice of law rules for contractual claims. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the principle that a claim for money had and received is a restitutionary claim based on unjust enrichment. |
| Barclays Bank Ltd v Quistclose Investments Ltd | House of Lords | Yes | [1970] 1 AC 567 | England and Wales | Cited for the principle of Quistclose trust. |
| Twinsectra Ltd v Yardley | House of Lords | Yes | [2002] AC 164 | England and Wales | Cited for the summary of the Quistclose principles. |
| Konamaneni and others v Rolls Royce Industrial Power (India) Ltd and others | Court of Appeal | Yes | [2002] 1 WLR 1269 | England and Wales | Cited for the principle that cogent evidence is necessary to establish the presence of substantial delays in the Indian system. |
| The “Vishva Apurva” | Court of Appeal | Yes | [1992] 1 SLR(R) 912 | Singapore | Cited for the principle that evidence of delay must be cogent enough to refuse a stay of proceedings. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Order 12 r 7(2) of the Rules of Court | Singapore |
| Order 2 r 1(2) | Singapore |
| O 38 r 18(2) of the Rules of Court | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Forum Non Conveniens
- Letter of Credit
- Undertaking
- Structured Finance Transaction
- SWIFT Message
- Quistclose Trust
15.2 Keywords
- forum non conveniens
- stay of proceedings
- letter of credit
- breach of undertaking
- Indian Bank
- Bunge SA
- Singapore High Court
16. Subjects
- Civil Procedure
- Banking Law
- Contract Law
- Conflict of Laws
17. Areas of Law
- Civil Procedure
- Forum Non Conveniens
- Conflict of Laws
- Restitution
- Contract Law
- Banking Law