Bunge SA v Shrikant Bhasi: Jurisdiction, Forum Non Conveniens & Contractual Interpretation
The Singapore Court of Appeal heard four appeals (CA 106, CA 107, CA 155, CA 157) arising from a High Court decision regarding jurisdictional challenges in Suit 438, involving Bunge SA, Grains and Industrial Products Trading Pte Ltd (collectively, the Bunge Entities) as plaintiffs, and Shrikant Bhasi, Advantage Overseas Private Limited (AOPL), and State Bank of India (SBI) as defendants. The dispute stemmed from a merchanting trade structure. The court allowed CA 106 and 107, dismissing CA 155 and 157, ordering all claims in Suit 438 to be heard in Singapore. The court found that Singapore was the appropriate forum, considering the exclusive jurisdiction clauses and the interconnectedness of the claims.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal allowed in part. Claims to be heard in Singapore.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal addresses jurisdictional challenges in a complex trade dispute, focusing on forum non conveniens and interpretation of exclusive jurisdiction clauses.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Bunge SA | Appellant, Plaintiff, Respondent | Corporation | Appeal Allowed in Part | Partial | Toby Landau QC, Rachel Low Tze-Lynn, Ang Hui Ming Vivian, Ho Pey Yann, Douglas Lok Bao Guang |
| Grains and Industrial Products Trading Pte Ltd | Appellant, Plaintiff, Respondent | Corporation | Appeal Allowed in Part | Partial | Toby Landau QC, Rachel Low Tze-Lynn, Ang Hui Ming Vivian, Ho Pey Yann, Douglas Lok Bao Guang |
| Shrikant Bhasi | Respondent, Defendant, Appellant | Individual | Claims to be heard in Singapore | Lost | Sarjit Singh Gill SC, Jamal Siddique Peer, Jason Leong |
| Advantage Overseas Private Limited | Respondent, Defendant, Appellant | Corporation | Claims to be heard in Singapore | Lost | Sarjit Singh Gill SC, Jamal Siddique Peer, Jason Leong |
| State Bank of India | Appellant, Defendant | Corporation | Appeal Dismissed | Lost | Gary Leonard Low, Vikram Ranjan Ramasamy, Kellyn Lee Miao Qian |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Judge of Appeal | Yes |
| Belinda Ang Saw Ean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Toby Landau QC | Allen & Gledhill LLP |
| Rachel Low Tze-Lynn | Allen & Gledhill LLP |
| Ang Hui Ming Vivian | Allen & Gledhill LLP |
| Ho Pey Yann | Allen & Gledhill LLP |
| Douglas Lok Bao Guang | Allen & Gledhill LLP |
| Sarjit Singh Gill SC | Shook Lin & Bok LLP |
| Jamal Siddique Peer | Shook Lin & Bok LLP |
| Jason Leong | Shook Lin & Bok LLP |
| Gary Leonard Low | Drew & Napier LLC |
| Vikram Ranjan Ramasamy | Drew & Napier LLC |
| Kellyn Lee Miao Qian | Drew & Napier LLC |
4. Facts
- GRIPT and BSA are part of the same company group, the Bunge Group.
- The dispute arose from a merchanting trade structure between the Bunge Group and AOPL.
- The BMT structure involved three back-to-back contracts per transaction.
- AOPL was to place funds in fixed deposits with SBI, and SBI would issue an irrevocable payment undertaking (IPU) in favor of GRIPT.
- AOPL allegedly suffered loss because promised rollover transactions did not materialize.
- AOPL commenced proceedings in India against GRIPT, BSA and Bunge India Private Limited, but later discontinued them.
- The Second Agency Agreement contained a clause stating that it superseded the First Agency Agreement.
5. Formal Citations
- Bunge SA and another v Shrikant Bhasi and other appeals, , [2020] SGCA 94
- Bunge SA and another v Shrikant Bhasi and others, Suit No 438 of 2018, [2019] SGHC 292
- Bunge SA and Grains and Industrial Products Trading Pte Ltd v Shrikant Bhasi, Civil Appeal No 106 of 2019, Civil Appeal No 106 of 2019
- Grains and Industrial Products Trading Pte Ltd and Bunge SA v Advantage Overseas Private Limited, Civil Appeal No 107 of 2019, Civil Appeal No 107 of 2019
- State Bank of India v Grains and Industrial Products Trading Pte Ltd, Civil Appeal No 155 of 2019, Civil Appeal No 155 of 2019
- Advantage Overseas Private Limited and Shrikant Bhasi v Grains and Industrial Products Trading Pte Ltd and Bunge SA, Civil Appeal No 157 of 2019, Civil Appeal No 157 of 2019
6. Timeline
| Date | Event |
|---|---|
| First Agency Agreement signed | |
| Funds placed in two-year fixed deposits | |
| Transaction for US$50m entered into | |
| SBI issued an irrevocable payment undertaking | |
| Second Agency Agreement signed | |
| Suit 438 commenced | |
| Registrar’s Appeal No 227 of 2018 | |
| Summons No 3235 of 2018 | |
| Civil Appeal Nos 106, 107, 155 and 157 of 2019 | |
| High Court judge decision in [2019] SGHC 292 | |
| Hearing of appeals | |
| Bombay High Court granted AOPL’s application to discontinue the BHC proceedings | |
| Judgment reserved |
7. Legal Issues
- Forum Non Conveniens
- Outcome: The court determined that Singapore was the more appropriate forum for the claims, considering the related proceedings and the lack of strong cause to depart from the Singapore exclusive jurisdiction clauses.
- Category: Procedural
- Sub-Issues:
- Application of Spiliada test
- Waiver of forum non conveniens
- Related proceedings
- Contractual Interpretation
- Outcome: The court interpreted the phrase 'arising out of or in connection with' broadly and found that the Singapore exclusive jurisdiction clause in the Second Agency Agreement superseded the arbitration clause in the First Agency Agreement.
- Category: Substantive
- Sub-Issues:
- Interpretation of 'arising out of or in connection with'
- Supersession of arbitration clause
- Application of exclusive jurisdiction clause
- Jurisdiction
- Outcome: The court found that a good arguable case under O 11 of the Rules of Court was established, justifying service out of jurisdiction.
- Category: Jurisdictional
- Sub-Issues:
- Service out of jurisdiction
- Good arguable case under O 11 of the Rules of Court
8. Remedies Sought
- Monetary Damages
- Declaration of Non-Liability
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duties
- Indemnity
10. Practice Areas
- Commercial Litigation
- Arbitration
- Jurisdiction
- Forum Non Conveniens
11. Industries
- Commodities Trading
- Banking
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 principles in determining forum non conveniens. |
| PT Tri-MG Intra Asia Airlines v Norse Air Charter Limited | High Court | Yes | [2009] SGHC 13 | Singapore | Cited for construing a jurisdiction clause as a reference to the lex arbitri. |
| Oei Hong Leong v Goldman Sachs International | Court of Appeal | Yes | [2014] 3 SLR 1217 | Singapore | Cited for the 'pith and substance' test in determining the scope of an arbitration agreement. |
| Zoom Communications Ltd v Broadcast Solutions Pte Ltd | Court of Appeal | Yes | [2014] 4 SLR 500 | Singapore | Cited for the principle that the court will collapse the issue of proper forum into one question considered in the round. |
| Man Diesel & Turbo SE and another v IM Skaugen SE and another | Court of Appeal | Yes | [2020] 1 SLR 327 | Singapore | Cited for the principle that the sufficiency of jurisdictional connections must be assessed in relation to each separate claim. |
| Lehman Brothers Special Financing Inc v Hartadi Angkosubroto | High Court | Yes | [1998] 3 SLR(R) 664 | Singapore | Cited for the principle that property in Singapore need not have anything to do with the facts in dispute to establish a good arguable case under O 11 r 1(a) of the ROC. |
| Batshita International (Pte) Ltd v Lim Eng Hock Peter | Court of Appeal | Yes | [1996] 3 SLR(R) 563 | Singapore | Cited for the principle that a dispute as to whether there was a prior separate oral agreement constituting a condition precedent to a tenant executing the tenancy agreement was one that arose “in connection with” the tenancy agreement. |
| Overseas Union Insurance Ltd v AA Mutual International Insurance Co Ltd | England and Wales High Court (Commercial Court) | Yes | [1988] 2 Lloyd’s Rep 63 | England and Wales | Cited for the principle that the issue of a collateral oral agreement between the plaintiff reinsurer and the defendant insurer’s parent company fell within scope of an arbitration clause in the contract between the plaintiff and defendant. |
| S A Shee & Co (Pte) Ltd v Kaki Bukit Industrial Park Pte Ltd | Court of Appeal | Yes | [2000] 1 SLR(R) 192 | Singapore | Cited for the principle that a subsequent collateral agreement between a developer and contractor that the developer need not make payment on interim certificates until certain sums were paid to the developer by the contractor’s associated company fell outside the words “arising under or out of or in connection with”. |
| Hi-Fert Pte Ltd and another v Kiukiang Maritime Carriers Inc (No 5) and another | Australia New South Wales High Court | Yes | [1999] 2 Lloyd’s Rep 782 | Australia | Cited for the principle that where there is a dispute as to a claim in respect of conduct which is antecedent to the making of a contract, such a dispute cannot be said to arise from the contract in question. |
| Fiona Trust & Holding Corporation v Privalov | House of Lords | Yes | [2007] 4 All ER 951 | England and Wales | Cited for the principle that the wording of arbitration and jurisdiction clauses should be given a broad or generous interpretation. |
| Rals International Pte Ltd v Cassa di Risparmio di Parma e Piacenza SpA | Court of Appeal | Yes | [2016] 5 SLR 455 | Singapore | Cited for endorsing the principle in Fiona Trust that the wording of arbitration and jurisdiction clauses should be given a broad or generous interpretation. |
| Ivanishvili, Bidzina and others v Credit Suisse Trust Limited | Court of Appeal | Yes | [2020] SGCA 62 | Singapore | Cited for the principle that an appellate court has the discretion to allow amendments to the pleadings if doing so would allow the real issue in controversy between the parties to be determined. |
| Zyfas Medical Co (Sued as a firm) v Millennium Pharmaceuticals, Inc | Court of Appeal | Yes | [2020] SGCA 84 | Singapore | Cited for the principle that leave may be sought and granted without formally taking out a summons. |
| JWR Pte Ltd v Edmond Pereira Law Corporation and another | Court of Appeal | Yes | [2020] SGCA 68 | Singapore | Cited for illustrating how a stricter approach usually applies where an appellant is not merely raising an additional legal point. |
| Econ Piling Pte Ltd v NCC International AB | High Court | Yes | [2007] SGHC 17 | Singapore | Cited for the principle that a later dispute resolution provision superseded the former, even without an express supersession clause. |
13. Applicable Rules
| Rule Name |
|---|
| O 11 of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Merchanting Trade Structure
- String Sale
- Irrevocable Payment Undertaking
- Rollover Transactions
- Assurances
- Exclusive Jurisdiction Clause
- Forum Non Conveniens
- Supersession
- BMT structure
- Kantawala Letter
15.2 Keywords
- jurisdiction
- forum non conveniens
- contractual interpretation
- exclusive jurisdiction clause
- arbitration
- Singapore
- Bunge
- trade dispute
16. Subjects
- Jurisdiction
- Contract Law
- Civil Procedure
- Arbitration
17. Areas of Law
- Conflict of Laws
- Contract Law
- Civil Procedure
- Arbitration Law