BGC Partners v Kevin Tan: Service Out of Jurisdiction & Exclusive Jurisdiction Clauses

In BGC Partners (Singapore) Limited v Kevin Tan Wee Hiong, the Singapore High Court addressed an appeal regarding service out of jurisdiction on BGC Holdings, a Delaware limited partnership. The suit arose from a claim by BGC Singapore against Kevin Tan for repayment of a loan, with Kevin counterclaiming against BGC Singapore for wrongful termination of employment and against BGC Holdings for wrongful forfeiture of partnership units. The court dismissed the appeal, finding that Singapore was the proper forum despite an exclusive jurisdiction clause favoring Delaware in the Partnership Agreement, due to the interconnectedness of the claims and the risk of inconsistent findings.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Appeal dismissed; leave to serve out of jurisdiction granted.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case concerning service out of jurisdiction and the enforceability of exclusive jurisdiction clauses in partnership agreements.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
BGC Partners (Singapore) LimitedPlaintiff, Defendant in counterclaimCorporationCounterclaim against PlaintiffLost
KEVIN TAN WEE HIONGDefendant, Plaintiff in counterclaimIndividualLeave to serve out of jurisdiction grantedWon
BGC HOLDINGS, L.P.Defendant in counterclaim, AppellantLimited Liability PartnershipAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJudgeYes

4. Counsels

Counsel NameOrganization
Tay Yong SengAllen & Gledhill LLP
Ong Chin KiatAllen & Gledhill LLP
Alexander YeoAllen & Gledhill LLP
Ganga AvadiarAdvocatus Law LLP
Eileen Yeo Yi LingAdvocatus Law LLP

4. Facts

  1. BGC Singapore sued Kevin for repayment of a loan under the Cash AD Agreement.
  2. Kevin counterclaimed against BGC Singapore for wrongful termination of employment.
  3. Kevin counterclaimed against BGC Holdings for wrongful forfeiture of partnership units.
  4. The Employment Agreement and Cash AD Agreement are governed by Singapore law.
  5. The Partnership Agreement is governed by Delaware law and has an exclusive jurisdiction clause in favor of Delaware courts.
  6. BGC Singapore's claim arose out of Kevin's termination as a partner in BGC Holdings.
  7. Kevin's termination as a partner of BGC Holdings follows upon Kevin's dismissal as an employee of BGC Singapore.

5. Formal Citations

  1. BGC Partners (Singapore) Limited v Kevin Tan Wee Hiong, Suit No 221 of 2016, [2017] SGHC 214

6. Timeline

DateEvent
Suit No 221 of 2016 filed
Hearing date
Hearing date
Judgment date
Kevin ceased to be a partner in BGC Holdings

7. Legal Issues

  1. Service out of jurisdiction
    • Outcome: Leave for service out of jurisdiction was granted.
    • Category: Procedural
  2. Enforceability of exclusive jurisdiction clause
    • Outcome: The court found strong cause to refuse holding Kevin to the exclusive jurisdiction clause.
    • Category: Substantive
  3. Proper forum for counterclaim
    • Outcome: Singapore was deemed the proper forum for the counterclaim.
    • Category: Jurisdictional

8. Remedies Sought

  1. Repayment of outstanding loan
  2. Recovery of salary and cash bonus
  3. Account of partnership units

9. Cause of Actions

  • Breach of Contract
  • Wrongful Termination of Employment
  • Recovery of loan monies
  • Wrongful forfeiture of partnership units

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Golden Shore Transportation Pte Ltd v UCO BankHigh CourtYes[2004] 1 SLR(R) 6SingaporeCited for factors to consider when determining strong cause to refuse holding a party to an exclusive jurisdiction clause.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R5, 2014 Rev Ed), O 11, r 1Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Service out of jurisdiction
  • Exclusive jurisdiction clause
  • Strong cause
  • Proper forum
  • Partnership Agreement
  • Employment Agreement
  • Cash Advance and Distribution Agreement
  • Issue preclusion

15.2 Keywords

  • Service out of jurisdiction
  • Exclusive jurisdiction clause
  • Singapore High Court
  • Partnership Agreement
  • Employment Agreement
  • Conflict of Laws

17. Areas of Law

Area NameRelevance Score
Conflict of Laws90
Service out of jurisdiction90
Stay of court proceedings85
Jurisdiction80
Civil Practice75
Civil Procedure70
Employment Law40
Contract Law30
Company Law20

16. Subjects

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