Trisuryo Garuda Nusa v SKP Pradiksi: Choice of Jurisdiction & Forum Non Conveniens
The Singapore Court of Appeal heard two appeals, CA 112 of 2016 and CA 124 of 2016, concerning whether lawsuits involving Trisuryo Garuda Nusa Pte Ltd (TGN), SKP Pradiksi (North) Sdn Bhd, SKP Senabangun (South) Sdn Bhd, Southern Realty (Malaya) Sdn Bhd, Darren Chen Jia Fu @ Suryo Tan, Hendra Ade Putra, and Christina Suryo should be heard in Singapore or Indonesia. The court allowed Southern Realty's appeal in CA 124 and dismissed TGN's appeal in CA 112, allowing both S 349 and S 252 to proceed in Singapore. The primary legal issue was the appropriate forum for determining the beneficial ownership of shares, considering exclusive jurisdiction clauses and forum non conveniens principles.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal allowed in part; appeal dismissed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal judgment regarding choice of jurisdiction and forum non conveniens in a dispute over beneficial ownership of shares.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Trisuryo Garuda Nusa Pte Ltd | Appellant, Defendant | Corporation | Appeal Dismissed | Lost | Chew Ming Hsien Rebecca, Chew Xiang |
| SKP Pradiksi (North) Sdn Berhad | Respondent, Plaintiff | Corporation | Judgment for Plaintiff | Won | Ling Daw Hoang Philip, Chua Cheng Yew |
| SKP Senabangun (South) Sdn Bhd | Respondent, Plaintiff | Corporation | Judgment for Plaintiff | Won | Ling Daw Hoang Philip, Chua Cheng Yew |
| Southern Realty (Malaya) Sdn Bhd | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | Molly Lim, Joel Wee Tze Sing |
| Darren Chen Jia Fu@ Suryo Tan | Respondent, Defendant | Individual | Judgment for Plaintiff | Lost | Chew Ming Hsien Rebecca, Chew Xiang |
| Hendra Ade Putra | Respondent, Defendant | Individual | Judgment for Plaintiff | Lost | Chew Ming Hsien Rebecca, Chew Xiang |
| Christina Suryo | Respondent, Defendant | Individual | Judgment for Plaintiff | Lost | Chew Ming Hsien Rebecca, Chew Xiang |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Judge of Appeal | Yes |
| Tay Yong Kwang | Judge of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chew Ming Hsien Rebecca | Rajah & Tann Singapore LLP |
| Chew Xiang | Rajah & Tann Singapore LLP |
| Ling Daw Hoang Philip | Wong Tan & Molly Lim LLC |
| Chua Cheng Yew | Wong Tan & Molly Lim LLC |
| Molly Lim | Tan Peng Chin LLC |
| Joel Wee Tze Sing | Tan Peng Chin LLC |
4. Facts
- TGN was incorporated in Singapore to hold investments.
- Southern Realty claims beneficial ownership of TGN's issued share capital.
- SKP Companies claim TGN holds shares in Indonesian companies on trust for them.
- An oral agreement was made regarding the holding of shares in TGN.
- The Deeds contained a clause selecting the District Court of South Jakarta as the common domicile.
- Disagreements arose among the directors and shareholders of the PT Companies.
- Litigation commenced in both Singapore and Indonesia.
5. Formal Citations
- Trisuryo Garuda Nusa Pte Ltd v SKP Pradiksi (North) Sdn Bhd and another and another appeal, Civil Appeals Nos 112 and 124 of 2016, [2017] SGCA 49
6. Timeline
| Date | Event |
|---|---|
| Trisuryo Garuda Nusa Pte Ltd incorporated | |
| TGN allegedly wrote the Trust Letter to Southern Realty | |
| SKP Companies and TGN entered into two deeds in Indonesia | |
| Suryo Tan removed Ms Tan as a director of TGN | |
| Suryo Tan transferred 98 shares in TGN to Mr Hendra | |
| SKP Companies commenced S 252 against TGN | |
| Southern Realty commenced S 349 against Suryo Tan, Mr Hendra and Mrs Suryo | |
| TGN filed a summons seeking a stay of proceedings in S 252 | |
| TGN commenced Suit No 270 against SKPS in Indonesia | |
| TGN commenced Suit No 271 against SKPP in Indonesia | |
| S 349 defendants filed a summons seeking a stay of proceedings in S 349 | |
| High Court dismissed TGN's application for stay of proceedings in S 252 | |
| Suryo Tan and TGN commenced Suit No 381 against Bill Low, Nick Low, SKP and SKPP in Indonesia | |
| High Court granted the stay sought by the S 349 defendants | |
| Court of Appeal heard the appeals | |
| Court of Appeal delivered the grounds of decision |
7. Legal Issues
- Choice of Jurisdiction
- Outcome: The court determined the effect and scope of the exclusive jurisdiction agreement, and whether strong cause existed to displace it.
- Category: Procedural
- Sub-Issues:
- Exclusive jurisdiction agreement
- Strong cause against stay of proceedings
- Related Cases:
- [1987] AC 460
- [1977–1978] SLR(R) 112
- Forum Non Conveniens
- Outcome: The court determined whether Indonesia was clearly or distinctly more appropriate than Singapore for the determination of the equitable claims.
- Category: Procedural
- Sub-Issues:
- Appropriate forum
- Governing law
- Public policy considerations
- Illegality
- Parallel proceedings
- Related Cases:
- [2007] 1 SLR(R) 377
- [1995] 2 SLR(R) 851
8. Remedies Sought
- Declarations of beneficial ownership
- Orders for transfer of shares
- Damages
9. Cause of Actions
- Breach of Trust
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Forum Non Conveniens
- Jurisdiction
11. Industries
- Palm Oil
- Investment Holding
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Spiliada Maritime Corporation v Cansulex Ltd | House of Lords | Yes | [1987] AC 460 | England and Wales | Cited for the two-stage analysis for determining whether the forum in which an action has been brought is not an appropriate one. |
| Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR(R) 377 | Singapore | Cited for the application of the Spiliada principles in Singapore and the importance of the quality of connecting factors in determining the appropriate forum. |
| Rappo, Tania v Accent Delight International Ltd and another and another appeal | Court of Appeal | Yes | [2017] SGCA 27 | Singapore | Cited for the principle that the quality of connecting factors is crucial in determining the appropriate forum. |
| JIO Minerals FZC v Mineral Enterprises Ltd | High Court | Yes | [2011] 1 SLR 391 | Singapore | Cited for the five factors generally relevant in determining whether a particular jurisdiction is forum non conveniens. |
| Augustus v Permanent Trustee Co (Canberra) Ltd | High Court of Australia | Yes | [1971] 124 CLR 245 | Australia | Cited for the principle that the general rules for determining choice of law in contracts are applicable in determining the governing law of a trust. |
| Eng Liat Kiang v Eng Bak Hern | Court of Appeal | Yes | [1995] 2 SLR(R) 851 | Singapore | Cited regarding issues of foreign public policy and the determination of the appropriate forum. |
| Peh Teck Quee v Bayerische Landesbank Girozentrale | Court of Appeal | Yes | [1999] 3 SLR(R) 842 | Singapore | Cited regarding Singapore's public policy and desire for international comity to respect the public policy of foreign and friendly States. |
| Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another appeal | Court of Appeal | Yes | [2013] 4 SLR 1097 | Singapore | Cited for the principle that the existence of parallel proceedings is a relevant factor in determining forum non conveniens. |
| Amerco Timbers Pte Ltd v Chatsworth Timber Corp Pte Ltd | Court of Appeal | Yes | [1977–1978] SLR(R) 112 | Singapore | Cited for the principle that when a contract contains an exclusive jurisdiction clause, the plaintiff bears the burden of showing exceptional circumstances amounting to strong cause to resist a stay application. |
| Golden Shore Transportation Pte Ltd v UCO Bank and another appeal | Court of Appeal | Yes | [2004] 1 SLR(R) 6 | Singapore | Cited for the principle that the burden to show strong cause rests with the plaintiff because he should prima facie be held to his contractual commitment. |
| The Vishva Apurva | High Court | Yes | [1992] 1 SLR(R) 912 | Singapore | Cited for the principle that in deciding whether to refuse a stay of proceedings, the court should not simply undertake a balancing exercise. |
| The “Eastern Trust” | High Court | Yes | [1994] 2 SLR(R) 511 | Singapore | Cited for the principle that the court's discretion in deciding whether to grant a stay would not be properly exercised unless all relevant circumstances were taken into account. |
| The “Hyundai Fortune” | Court of Appeal | Yes | [2004] 4 SLR(R) 548 | Singapore | Cited for the principle that an exercise in determining strong cause cannot be the subject of rigid rules or classification. |
| Fiona Trust & Holding Corporation and others v Privalov and others | House of Lords | Yes | [2007] UKHL 40 | United Kingdom | Cited for the principle that the construction of an arbitration clause should start from the assumption that rational businessmen are likely to have intended that any dispute arising out of their relationship should be decided by the same tribunal. |
| Akers and others v Samba Financial Group | Court of Appeal | Yes | [2015] 2 WLR 1281 | England and Wales | Cited regarding the existence of trusts under common law jurisdictions. |
| Akers and others v Samba Financial Group | UK Supreme Court | Yes | [2017] AC 424 | United Kingdom | Cited regarding the existence of trusts under common law jurisdictions. |
| SKP Pradiksi (North) Sdn Bhd and another v Trisuryo Garuda Nusa Pte Ltd | High Court | Yes | [2016] SGHC 200 | Singapore | The High Court decision being appealed in CA 112. |
| Southern Realty (Malaya) Sdn Bhd v Chen Jia Fu Darren (alias Tan Suryo) and others | High Court | Yes | [2016] SGHC 230 | Singapore | The High Court decision being appealed in CA 124. |
| Foster v Driscoll and others | Court of Appeal | Yes | [1929] 1 KB 470 | England and Wales | Cited regarding the principle that an agreement whose object to be attained is a breach of international comity will be regarded by the courts as being against public policy and void. |
| Ralli Brothers v Compañia Naviera Sota y Aznar | Court of Appeal | Yes | [1920] 2 KB 287 | England and Wales | Cited regarding the principle that England should not assist or sanction the breach of the laws of other independent states. |
13. Applicable Rules
| Rule Name |
|---|
| O 57 r 9A(5) of the Rules of Court (Cap 322, R5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Article 33 of Indonesian Law No 25 of 2007 on Investment | Indonesia |
15. Key Terms and Keywords
15.1 Key Terms
- Trust
- Exclusive jurisdiction agreement
- Forum non conveniens
- Beneficial ownership
- PT Shares
- TGN Shares
- Indonesian public policy
- Governing law
- Lis alibi pendens
15.2 Keywords
- Choice of jurisdiction
- Forum non conveniens
- Trust
- Beneficial ownership
- Singapore
- Indonesia
- Shares
- Stay of proceedings
16. Subjects
- Conflict of Laws
- Civil Procedure
- Trusts
- Jurisdiction
17. Areas of Law
- Conflict of Laws
- Trust Law
- Civil Procedure