Trung Nguyen Group Corp v Trung Nguyen International Pte Ltd: Stay of Proceedings & Forum Non Conveniens
Trung Nguyen Group Corporation, a Vietnamese company, sued Trung Nguyen International Pte Ltd and others in the High Court of Singapore, alleging fraudulent transfer of shares, inducement of breach of contract, and theft of seals. The defendants applied for a stay of proceedings, arguing that Vietnam was the more appropriate forum. Valerie Thean JC granted the stay, finding that Vietnam had a more real and substantial connection to the dispute. The court considered the personal connections of the parties, the location of assets and events, and the risk of conflicting judgments with ongoing proceedings in Vietnam.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Stay of proceedings granted pending the outcome of proceedings in Vietnam.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Stay of proceedings granted in favor of the defendants. Vietnam was the more appropriate forum to determine the claim in this action.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Trung Nguyen Group Corporation | Plaintiff | Corporation | Stay of proceedings granted | Lost | Thio Ying Ying, Lim Yu Jia, Jolyn Khoo |
| Trung Nguyen International Pte Ltd | Defendant, Applicant | Corporation | Stay of proceedings granted | Won | Jimmy Yim SC, Erroll Ian Joseph, Mahesh Rai, Diedre Grace Morgan |
| Le Hoang Diep Thao | Defendant, Applicant | Individual | Stay of proceedings granted | Won | Jimmy Yim SC, Erroll Ian Joseph, Mahesh Rai, Diedre Grace Morgan |
| Doan Thi Anh Tuyet | Defendant | Individual | Stay of proceedings granted | Neutral | |
| Le Thi Cam Tu | Defendant | Individual | Stay of proceedings granted | Neutral | |
| Le Thi Cam Van | Defendant | Individual | Stay of proceedings granted | Neutral | |
| Trung Nguyen Instant Coffee Corporation | Defendant | Corporation | Stay of proceedings granted | Neutral | |
| TNI Limited Company | Defendant | Corporation | Stay of proceedings granted | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Jimmy Yim SC | Drew & Napier LLC |
| Erroll Ian Joseph | Drew & Napier LLC |
| Mahesh Rai | Drew & Napier LLC |
| Diedre Grace Morgan | Drew & Napier LLC |
| Thio Ying Ying | Kelvin Chia Partnership |
| Lim Yu Jia | Kelvin Chia Partnership |
| Jolyn Khoo | Kelvin Chia Partnership |
4. Facts
- The plaintiff is a Vietnamese company in the business of producing and distributing coffee.
- Vu and Thao, the chairman of the plaintiff and a defendant, respectively, married in 1998 and started a café business.
- The first defendant is a Singapore company used to supply the plaintiff’s coffee products to international clients.
- A dispute arose over the transfer of shares in the first defendant from the plaintiff to Thao.
- The plaintiff alleged a fraudulent transfer of shares, inducement of breach of contract, and theft of seals.
- The defendants applied for a stay of proceedings, arguing that Vietnam was the more appropriate forum.
5. Formal Citations
- Trung Nguyen Group Corp v Trung Nguyen International Pte Ltd and others, Suit No 1206 of 2015 (Summons No 3356 of 2016), [2016] SGHC 256
6. Timeline
| Date | Event |
|---|---|
| Vu and Thao married in Vietnam. | |
| Vu and Thao set up their first café. | |
| Trung Nguyen Group Corporation incorporated. | |
| Trung Nguyen International Pte Ltd incorporated in Singapore. | |
| Thao agreed to transfer her shares to the plaintiff. | |
| Transfer of shares from Thao to the plaintiff completed. | |
| Alleged agreement reached with the first defendant and Thao to provide financial reports. | |
| Share capital increased to 7,520,800 shares. | |
| Thao was dismissed from her position as the permanent Vice-General Director of the plaintiff. | |
| Thao sent a blank share transfer form to Tu in Vietnam. | |
| Share transfer form lodged with ACRA effecting the transfer of shares from the plaintiff to Thao. | |
| Transfer of shares to Thao. | |
| Alleged theft of seals and business registration certificates. | |
| Thao petitioned for divorce in the People’s Court of Ho Chi Minh City. | |
| Financial reports ceased to be provided to the plaintiff. | |
| Plaintiff commenced action in Singapore. | |
| Plaintiff successfully applied to join the five remaining defendants and to amend its statement of claim. | |
| Thao commenced VIAC Arbitration. | |
| Amended Statement of Claim was filed and served. | |
| Stay application taken out. | |
| Thao's claim for wrongful dismissal commenced. | |
| Extension of time given for the stay application. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Stay of Proceedings
- Outcome: The court granted a stay of proceedings pending the outcome of proceedings in Vietnam.
- Category: Procedural
- Related Cases:
- [2008] 4 SLR(R) 543
- Forum Non Conveniens
- Outcome: The court found that Vietnam was the more appropriate forum for the resolution of the dispute.
- Category: Jurisdictional
- Related Cases:
- [2008] 4 SLR(R) 543
- [2011] 1 SLR 391
- Tort of Conspiracy
- Outcome: The court determined that the place of the tort was Vietnam.
- Category: Substantive
- Related Cases:
- [2007] 1 SLR 377
- [2013] 1 SLR 1254
8. Remedies Sought
- Damages
- Declaration of Beneficial Ownership
- Specific Performance
9. Cause of Actions
- Conspiracy
- Breach of Contract
- Fraudulent Transfer of Shares
10. Practice Areas
- Commercial Litigation
11. Industries
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| CIMB Bank Bhd v Dresdner Kleinwort Ltd | Court of Appeal | Yes | [2008] 4 SLR(R) 543 | Singapore | Cited for the principles for granting a stay of proceedings on the basis of forum non conveniens. |
| JIO Minerals FZC and others v Mineral Enterprises Ltd | High Court | Yes | [2011] 1 SLR 391 | Singapore | Cited for the factors the court will consider when determining which forum has the most real and substantial connection with the dispute. |
| Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull | High Court | Yes | [2007] 1 SLR 377 | Singapore | Cited for the choice of law rule that Singapore courts apply for torts (double actionability rule). |
| EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and others | High Court | Yes | [2013] 1 SLR 1254 | Singapore | Cited for the factors in determining the place of tort for a claim in conspiracy. |
| Accent Delight International Ltd and another v Bouvier, Yves Charles Edgar and others | High Court | Yes | [2016] 2 SLR 841 | Singapore | Cited regarding the consideration of witnesses in determining forum non conveniens. |
| De Dampierre v De Dampierre | House of Lords | Yes | [1988] 1 AC 92 | United Kingdom | Cited regarding the weight given to foreign proceedings in determining whether a stay should be granted. |
| Peters Roger May v Pinder Lillian Gek Lian | High Court | Yes | [2006] 2 SLR 381 | Singapore | Cited regarding the weight given to foreign proceedings in determining whether a stay should be granted. |
| The Hooghly Mills Co Ltd v Seltron Pte Ltd | High Court | Yes | [1994] 3 SLR(R) 757 | Singapore | Cited regarding the weight given to foreign proceedings in determining whether a stay should be granted. |
| Chan Chin Cheung v Chan Fatt Cheung and others | Court of Appeal | Yes | [2010] 1 SLR 1192 | Singapore | Cited regarding the risk of the Vietnamese and Singapore courts reaching contrasting findings of fact on material issues. |
| Multi-Code Electronics Industries (M) Bhd and another v Toh Chun Toh Gordon and others | High Court | Yes | [2009] 1 SLR 1000 | Singapore | Cited regarding the Court’s residual jurisdiction under s 4(1) of the Civil Law Act. |
| Peters Roger May v Pinder Lillian Gek Lian | High Court | Yes | [2006] 2 SLR 281 | Singapore | Cited regarding the weight given to foreign proceedings in determining whether a stay should be granted. |
| Exxonmobil Asia Pacific Pte Ltd v Bombay Dyeing & Manufacturing Co Ltd | High Court | Yes | [2007] SGHC 137 | Singapore | Cited regarding the weight given to foreign proceedings in determining whether a stay should be granted. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2010 Rev Ed) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Forum Non Conveniens
- Stay of Proceedings
- Fraudulent Transfer
- Supply Agreement
- Conspiracy
- Vietnam International Arbitration Centre
- MPI Licence
15.2 Keywords
- stay of proceedings
- forum non conveniens
- fraudulent transfer
- conspiracy
- vietnam
- singapore
16. Subjects
- Civil Procedure
- Conflict of Laws
- International Litigation
17. Areas of Law
- Civil Procedure
- Conflict of Laws
- Forum Non Conveniens