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 Court

1.2 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 NameRoleTypeOutcomeOutcome TypeCounsels
Indian BankDefendantCorporationStay GrantedWon
Bunge SAPlaintiffCorporationProceedings StayedStayed
Grains and Industrial Products Trading Pte LtdPlaintiffCorporationProceedings StayedStayed

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJYes

4. Counsels

Counsel NameOrganization
Tan Teng MuanMallal & Namazie
Loh Li QinMallal & Namazie
Kwek Choon Lin WinstonRajah and Tann Singapore LLP
Istyana Putri IbrahimRajah and Tann Singapore LLP
Joseph TangRajah and Tann Singapore LLP

4. Facts

  1. Plaintiffs sued the defendant for money had and received and damages for breach of an undertaking.
  2. The claim relates to a sum of US$9.74m remitted to the defendant.
  3. The remittance was intended as a deposit for a letter of credit to be issued by the defendant.
  4. The defendant failed to issue the letter of credit and did not refund the deposit.
  5. The defendant claimed the remittance was to Varun's account and not related to any undertaking.
  6. The defendant applied for a stay of the Singapore proceedings on the ground of forum non conveniens.
  7. The plaintiffs argued that English law governed the claims and that delays in the Indian legal system would prejudice them.

5. Formal Citations

  1. Bunge SA and another v Indian Bank, Suit No 848 of 2012 (Registrar's Appeal No 269 of 2013), [2015] SGHC 330

6. Timeline

DateEvent
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

  1. 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
  2. Breach of Undertaking
    • Outcome: The court provisionally viewed that Indian law would govern whether the SWIFT message constituted an undertaking.
    • Category: Substantive
  3. 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

  1. 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 NameCourtAffirmedCitationJurisdictionSignificance
Raiffeisen Zentralbank Osterreich AG v Archer Daniels Midland Co and othersHigh CourtYes[2007] 1 SLR(R) 196SingaporeCited as an example of a structured financing transaction similar to the one in the present case.
Chan Chin Cheung v Chan Fatt Cheung and othersCourt of AppealYes[2010] 1 SLR 1192SingaporeCited 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 WooHigh CourtYes[2011] 2 SLR 196SingaporeCited 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 LtdHouse of LordsYes[1987] AC 460England and WalesCited 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 UexkullCourt of AppealYes[2007] 1 SLR(R) 377SingaporeCited 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 LtdCourt of AppealYes[2008] 4 SLR(R) 543SingaporeCited 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 LtdCourt of AppealYes[2011] 1 SLR 391SingaporeCited 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 EleftheriaAdmiralty CourtYes[1969] 1 Lloyd’s Rep 237England and WalesCited for the factors the court will have regard to when exercising its discretion.
Yeoh Poh San and another v Won Siok WanHigh CourtYes[2002] SGHC 196SingaporeCited 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 EastCourt of AppealYes[1990] 2 Lloyd’s Law Rep 504England and WalesCited 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 IndustriaCourt of AppealYes[1989] 1 Lloyd’s Law Rep 47England and WalesCited 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 IncCourt of AppealYes[2008] 2 SLR(R) 491SingaporeCited for the choice of law rules for contractual claims.
Alwie Handoyo v Tjong Very Sumito and another and another appealCourt of AppealYes[2013] 4 SLR 308SingaporeCited 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 LtdHouse of LordsYes[1970] 1 AC 567England and WalesCited for the principle of Quistclose trust.
Twinsectra Ltd v YardleyHouse of LordsYes[2002] AC 164England and WalesCited for the summary of the Quistclose principles.
Konamaneni and others v Rolls Royce Industrial Power (India) Ltd and othersCourt of AppealYes[2002] 1 WLR 1269England and WalesCited for the principle that cogent evidence is necessary to establish the presence of substantial delays in the Indian system.
The “Vishva Apurva”Court of AppealYes[1992] 1 SLR(R) 912SingaporeCited 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 NameJurisdiction
Order 12 r 7(2) of the Rules of CourtSingapore
Order 2 r 1(2)Singapore
O 38 r 18(2) of the Rules of CourtSingapore

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

17. Areas of Law

Area NameRelevance Score
Jurisdiction90
Contract Law80
Breach of Contract70
Private International Law70
Commercial Disputes60
Breach of Contractual Terms50
Interpretation of Contracts50
Interpretation of Contract50
Construction of Contract50
Unjust Enrichment50
Interpretation of contractual terms50
Construction of Contracts50
Breach of Contractual Warranties50
Variation of Contract40
Contractual Remedies40
Ground for termination of contract40
Termination of Contract40
Breach40
Breach of condition40
Proper Law of Contract40
Contractual Variation40
Intention of Parties40
International Commercial Transactions40
Repudiation of contract40
Foreign Law40
Construction of undertaking40
Commercial Transactions40
Terms30
Bank Guarantee30
Contracts (Rights of Third Parties) Act30
Incorporation of Terms30
Offer and Acceptance30
Frustration of Contract30
Enforcement of Guarantee30
Conditions Precedent30
Estoppel by Convention30
Unfair Contract Terms Act30
Inducing Breach of Contract30
Estoppel30
Consideration30
Arbitration30
Warranty30
Restitution for wrongs30
Formation30
Guarantees30
Proper Law30
Condition Precedent30
Principal20
Guarantee20
Guarantees and indemnities20
Asset Recovery20
Property Law20
Sham Transaction20
Entire Agreement Clause20
Common Law Rectification20
Equitable Rectification20
Party Autonomy20
Letter of undertaking20
Setting aside enforcement order20
Equitable Set-Off20
Consent Order20
Novation20
Deed of Indemnity20
Implied authority of agent20
Privity of contract20
Contractual estoppel20
Implied contract20
Unilateral mistake20
Assignments20
Agency Agreements20
Compromise Agreement20
Contracts of indemnity20
Sufficiency of consideration20
Indemnity20
Pre-contract deposits20
Inducement20
Consent Judgment20
Oral agreements20
Formalities20
Arbitrability20
Admissions of fact20
Rights of agent20
Shareholder Agreements20
Settlement Negotiations20
Letter of Demand20
Implied Admission20
Lease Agreement20
Implied contracts20
Delegation of Duties20
Promissory Notes20
Agency by estoppel20
Oral undertaking20
Communication of choice to affirm contract in clear and unequivocal terms10
Matrimonial Consent Order10
Postal Rule10
Requirements for waiver by election10
Validity of settlement agreement containing arbitration clause10
Director's Resolution10
Blanket Authorisation10
Nominee Purchase Arrangement10
Piercing corporate veil10
Riddick Undertaking10
Double Separability10
Margin Trading10
Validity of arbitral award10
Contingency Fee Agreement10
Assignment and novation of arbitration agreement10
Invalidity of arbitration agreement10
Inconsistency between arbitration agreement and jurisdiction clause10
Composition of tribunal not in accordance with agreement10
Best Efforts Clause10
Rules of Court 202110
Existence of arbitration agreement10
Effect of counterclaim10
Discharge Voucher10
Design and build contract10
Price Reduction Agreements10
Completion Contracts10
Deeds10
SEAPA Contract10
Financial Crisis10
Shipbuilding10
Writ in rem10
Separability Doctrine10
Law of Pleadings10
Estoppel in defiance of statute10
Bars to rescission10
Mashed Potato Agreement10
Marriage Agreement10
Pre-incorporation contracts10
Derivatives Law10
Shareholder's Meeting10
Indian Contract Act10

16. Subjects

  • Civil Procedure
  • Banking Law
  • Contract Law
  • Conflict of Laws