TMT Co. Ltd v Royal Bank of Scotland: Stay of Proceedings & Natural Forum in Conflict of Laws & Arbitration
In TMT Co., Ltd v The Royal Bank of Scotland PLC, the Singapore High Court addressed Registrar’s Appeals regarding whether a foreign settlement agreement barred Singapore proceedings. TMT Co., Ltd, a Liberian company, had previously claimed against The Royal Bank of Scotland PLC in the English Commercial Court, resulting in a settlement agreement. Subsequently, TMT Co., Ltd initiated proceedings in Singapore against The Royal Bank of Scotland PLC, its Singapore branch, and several employees, alleging improper margin requirements, collateral valuation, fund diversion, wrongful assistance, and conspiracy. The High Court dismissed the appeals, finding that the settlement agreement covered the claims, and stayed the Singapore proceedings. The court also set aside the service of proceedings against the 3rd Defendant.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeals dismissed; service out of jurisdiction against the 3rd Defendant set aside; proceedings in Singapore against the Defendants should be stayed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court addresses stay of proceedings due to a foreign settlement agreement and forum non conveniens in a dispute involving TMT Co. Ltd and Royal Bank of Scotland.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| TMT Co., Ltd | Appellant | Corporation | Appeal Dismissed | Lost | |
| The Royal Bank of Scotland PLC (Trading as RBS Greenwich Futures) | Respondent | Corporation | Stay of Proceedings Granted | Won | |
| The Royal Bank of Scotland PLC (Singapore Branch) | Respondent | Corporation | Stay of Proceedings Granted | Won | |
| Fred Goodwin | Respondent | Individual | Service Out of Jurisdiction Set Aside | Won | |
| Neena Birdee | Respondent | Individual | Stay of Proceedings Granted | Won | |
| Marie Chang | Respondent | Individual | Stay of Proceedings Granted | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Plaintiff, a Liberian company, entered into a contractual relationship with the 1st Defendant, a British Bank, through an FFA Account Agreement.
- A settlement agreement was reached between the Plaintiff and the 1st Defendant in England regarding claims in the English Commercial Court.
- Plaintiff started proceedings in Singapore against the 1st Defendant, its Singapore branch, and several employees.
- The Plaintiff alleged improper margin requirements, collateral valuation, fund diversion, wrongful assistance, and conspiracy.
- The 1st, 2nd, and 5th Defendants sought a stay of the Singapore proceedings, which was initially granted by the AR.
- The 3rd Defendant applied to set aside the service of proceedings against him.
- The governing law of both the FFA Account Agreement and Currency Account Agreement is English law.
5. Formal Citations
- TMT Co Ltd v The Royal Bank of Scotland plc (trading as RBS Greenwich Futures) and others, Suit No 664 of 2015, [2017] SGHC 21
6. Timeline
| Date | Event |
|---|---|
| Plaintiff and 1st Defendant entered into FFA Account Agreement. | |
| Plaintiff opened a USD Call Deposit Account with the 1st Defendant. | |
| Plaintiff and its associates filed a claim in the English Commercial Court against the 1st Defendant. | |
| Settlement Agreement was reached between the Plaintiff and 1st Defendant in England. | |
| Plaintiff started Suit No 664 of 2015 (the “Singapore proceedings”). | |
| The AR granted a stay of the proceedings in favour of the 1st, 2nd and 5th Defendants. | |
| Hearing date. | |
| 3rd Defendant filed an application to set aside the service of proceedings against him. | |
| Judgment reserved. |
7. Legal Issues
- Stay of Court Proceedings
- Outcome: The court granted a stay of proceedings in favor of the Defendants.
- Category: Procedural
- Natural Forum
- Outcome: The court found that England was the more appropriate forum.
- Category: Jurisdictional
- Scope of Settlement Agreement
- Outcome: The court found that the Settlement Agreement covered the claims in the Singapore proceedings.
- Category: Substantive
- Exclusive Jurisdiction Clause
- Outcome: The court found that the exclusive jurisdiction clause in the Settlement Agreement covered all disputes between the parties in relation to the construction, ambit and width of the Settlement Agreement.
- Category: Jurisdictional
- Validity of Arbitration Clause
- Outcome: The court found that the arbitration agreement under the FFA Account Agreement was inoperative.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Stay of Proceedings
9. Cause of Actions
- Breach of Contract
- Negligence
- Breach of Statutory Duty
- Negligent Misrepresentation
- Wrongful Assistance
- Conspiracy
10. Practice Areas
- Commercial Litigation
- International Arbitration
11. Industries
- Banking
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chartbrook Ltd v Persimmon Homes Ltd | N/A | Yes | [2009] 1 AC 1101 | England | Cited for principles on contractual interpretation. |
| Arnold v Britton and others | N/A | Yes | [2015] AC 1619 | England | Cited for principles on contractual interpretation. |
| Europa Plus SCA SIF and another v Anthracite Investments (Ireland) plc | N/A | Yes | [2016] EWHC 437 (Comm) | England | Cited for principles on contractual interpretation. |
| Yap Son On v Ding Pei Zhen | Court of Appeal | Yes | [2016] SGCA 68 | Singapore | Cited for principles on contractual interpretation. |
| Investors Compensation Scheme Ltd v West Bromwich Building Society | N/A | Yes | [1998] 1 WLR 896 | England | Cited for principles on contractual interpretation. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for principles on contractual interpretation. |
| Tchenguiz & Ors v Grant Thornton UK LLP & Ors | N/A | Yes | [2016] EWHC 865 (Comm) | England | Compared to the present case regarding the wording of release clauses. |
| Khanty-Mansiysk Recoveries Ltd v Forsters LLP | N/A | Yes | [2016] EWHC 583 (Comm) | England | Compared to the present case regarding the wording of release clauses. |
| 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 proceedings brought in Singapore in contravention of an exclusive jurisdiction clause would be stayed, unless exceptional circumstances are shown. |
| The Jian He | N/A | Yes | [1999] 3 SLR(R) 432 | Singapore | Cited for factors a court will take into account in determining whether there is a “strong cause”. |
| The El Amria | N/A | Yes | [1981] 2 Lloyd’s Rep 119 | N/A | Cited for factors a court will take into account in determining whether there is a “strong cause”. |
| Amerco Timbers Pte Ltd v Chatsworth Timber Corp Pte Ltd | N/A | Yes | [1977–1978] SLR(R) 112 | Singapore | Cited for factors a court will take into account in determining whether there is a “strong cause”. |
| Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals | Court of Appeal | Yes | [2016] 1 SLR 373 | Singapore | Cited for the criteria of review for stay under the International Arbitration Act. |
| Perella Weinberg Partners UK LLP and another v Codere SA | English High Court | Yes | [2016] EWHC 1182 (Comm) | England | Cited to distinguish the present case from a case where the clause in question was not an asymmetric exclusive jurisdiction clause. |
| Mauritius Commercial Bank Limited v Hestia Holdings Limited and another | N/A | Yes | [2013] EWHC 1328 | England | Cited for the principle that there is no reason why such an asymmetric clause should not be enforceable if it was entered into freely between the parties. |
| Spiliada Maritime Corp v Cansulex Ltd (The Spiliada) | N/A | Yes | [1987] AC 460 | England | Cited for the test to determine which forum is the more appropriate one. |
| Rickshaw Investments Ltd v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR(R) 377 | Singapore | Cited for the application of the Spiliada test. |
| Oriental Insurance Co Ltd v Bhavani Stores Pte Ltd | N/A | Yes | [1997] 3 SLR(R) 363 | Singapore | Cited for the principle that the burden lies on the Plaintiff to show that Singapore is a more appropriate forum. |
| Zoom Communications Ltd v Broadcast Solutions Pte Ltd | Court of Appeal | Yes | [2014] 4 SLR 500 | Singapore | Cited for the principle that the burden lies on the Defendant to show that some other forum, i.e. England, is the more appropriate forum. |
| JIO Minerals FZC and others v Mineral Enterprises Ltd | N/A | Yes | [2011] 1 SLR 391 | Singapore | Cited for relevant connecting factors including personal connections, connections to events, the governing law, the presence of other proceedings and the shape of the litigation. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Forward Freight Agreements
- FFA Account Agreement
- Settlement Agreement
- Margin Call Claim
- Collateral Valuation Claim
- USD Call Deposit Account Claim
- Wrongful Assistance Claim
- Conspiracy Claim
- Exclusive Jurisdiction Clause
- Forum Non Conveniens
15.2 Keywords
- Stay of proceedings
- Settlement agreement
- Forum non conveniens
- Arbitration
- Conflict of laws
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Stay of court proceedings | 90 |
| Conflict of Laws | 80 |
| Natural forum | 75 |
| Arbitration | 70 |
16. Subjects
- Conflict of Laws
- Arbitration
- Contract Law
- Civil Procedure
- Financial Law