TYN Investment Group v ERC Holdings: Mareva Injunction & Arbitration Act
In TYN Investment Group Pte Ltd v ERC Holdings Pte Ltd and Griffin Real Estate Investment Holdings Pte Ltd (in liquidation), the High Court of Singapore addressed an application by TYN Investment Group for a Mareva injunction against ERC Holdings in aid of arbitration under Section 31 of the Arbitration Act. The dispute arose from a sale and purchase agreement where TYN Investment Group bought shares from ERC Holdings. The court granted the injunction, finding that TYN Investment Group had a good arguable case and that there was a risk of asset dissipation by ERC Holdings. The application against Griffin Real Estate Investment Holdings was discontinued due to a settlement.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Application allowed and a mareva injunction granted against the first defendant.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
TYN Investment Group sought a Mareva injunction against ERC Holdings in aid of arbitration. The court granted the injunction, addressing abuse of process and asset dissipation.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| TYN Investment Group Pte Ltd | Plaintiff | Corporation | Mareva Injunction Granted | Won | |
| ERC Holdings Pte Ltd | Defendant | Corporation | Mareva Injunction Granted Against | Lost | |
| Griffin Real Estate Investment Holdings Pte Ltd (in liquidation) | Defendant | Corporation | Application Discontinued | Withdrawn |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
4. Facts
- TYN Investment Group bought shares in a company from ERC Holdings for $73.8 million.
- The company's primary asset was a property on Penang Road in Singapore.
- A minority shareholder commenced proceedings against Mr. Ong and the second defendant.
- Mr. Ong wrongfully diverted $14.3 million from the second defendant to the company.
- The company paid the second defendant $1.5 million in settlement of the GREIH Suit.
- The plaintiff commenced arbitration against the first defendant.
- The parties agreed to resolve the plaintiff’s claim through litigation in the High Court instead of arbitration.
5. Formal Citations
- TYN Investment Group Pte Ltd v ERC Holdings Pte Ltd and another, Originating Summons No 1363 of 2019, [2020] SGHC 157
6. Timeline
| Date | Event |
|---|---|
| Arbitration Act (Cap 10, 2002 Rev Ed) enacted | |
| The Company acquired a property on Penang Road in Singapore | |
| Sale and purchase agreement signed between TYN Investment Group and ERC Holdings | |
| TYN Investment Group acquired the Company | |
| Minority shareholder commenced Oppression Suit | |
| Mr. Ong Siew Kwee stepped down as director of the first defendant | |
| Oppression Suit concluded at first instance | |
| Second defendant went into solvent liquidation | |
| Second defendant's liquidators commenced proceedings against the Company to recover $14.3m | |
| TYN Investment Group put ERC Holdings on notice of a potential claim | |
| Deed of assignment of dividends entered into between ERC Holdings and Griffin Real Estate Investment Holdings | |
| TYN Investment Group commenced arbitration against ERC Holdings | |
| ERC Holdings entered into a funding agreement with GCM | |
| TYN Investment Group filed application for mareva injunction | |
| First hearing of the application | |
| ERC Holdings made a payment of $40,000 to GCM's solicitors | |
| TYN Investment Group, the Company and the second defendant arrived at a global settlement of their disputes | |
| Parties agreed to resolve the claim through litigation in the High Court instead of arbitration | |
| Plaintiff’s Notice of Discontinuance | |
| Judgment reserved |
7. Legal Issues
- Mareva Injunction
- Outcome: The court granted the mareva injunction against the first defendant.
- Category: Procedural
- Sub-Issues:
- Risk of asset dissipation
- Good arguable case on the merits
- Breach of Contract
- Outcome: The court found that the plaintiff had a good arguable case that the first defendant breached the agreement.
- Category: Substantive
- Sub-Issues:
- False representations and warranties
- Failure to disclose liabilities
- Abuse of Process
- Outcome: The court found that the plaintiff was not guilty of any abuse of process.
- Category: Procedural
8. Remedies Sought
- Mareva Injunction
- Damages
9. Cause of Actions
- Breach of Contract
- Breach of Warranty
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Real Estate
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sakae Holdings Ltd v Gryphon Real Estate Investment Corp Pte Ltd and others (Foo Peow Yong Douglas, third party) and another suit | High Court | Yes | [2017] SGHC 73 | Singapore | Cited for findings against Mr. Ong and the Company in the Oppression Suit, including the wrongful diversion of funds. |
| Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal | Court of Appeal | Yes | [2015] 5 SLR 558 | Singapore | Cited for the definition of 'good arguable case' in the context of mareva injunctions. |
| Lakatamia Shipping Company Limited v Toshiko Morimoto | English Court of Appeal | Yes | [2019] EWCA Civ 2203 | England and Wales | Cited for the standard of proof required to establish a risk of dissipation of assets in mareva injunction applications. |
| Derry v Peek | House of Lords | Yes | (1889) LR 14 App Cas 337 | England and Wales | Cited to distinguish the claim from one requiring proof of fraud. |
| Hadley v Baxendale | Court of Exchequer | Yes | (1854) 156 ER 145 | England and Wales | Cited for the principle of recovering legal costs as damages for breach of contract. |
| British Racing Drivers’ Club v Hextall Erskine & Co | England and Wales | Yes | [1996] 3 All ER 667 | England and Wales | Cited for the principle that legal costs are recoverable as damages for breach of contract, albeit ordinarily only on the standard basis. |
| Johnson v Gore Wood & Co (No 1) | House of Lords | Yes | [2002] 2 AC 1 | England and Wales | Cited for the reflective loss principle. |
| Townsing Henry George v Jenton Overseas Investment Pte Ltd (in liquidation) | Court of Appeal | Yes | [2007] 2 SLR(R) 597 | Singapore | Cited for the reflective loss principle. |
| Foss v Harbottle | England and Wales | Yes | (1843) 67 ER 189 | England and Wales | Cited for the proper plaintiff principle. |
| Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters | Court of Appeal | Yes | [2018] 2 SLR 333 | Singapore | Cited for the Court of Appeal's decision on appeal from Prakash JA in relation to Mr Ong's fraudulent actions. |
| NCC International AB v Alliance Concrete Singapore Pte Ltd | Court of Appeal | Yes | [2008] 2 SLR(R) 565 | Singapore | Cited for the principle that courts should generally decline to grant interim relief where the tribunal has the jurisdiction to do so. |
| Tribune Investment Trust Inc v Dalzavod Joint Stock Co | Court of Appeal | Yes | [1997] 3 SLR(R) 813 | Singapore | Cited for the usual proviso allowing payments in the ordinary course of business. |
| URU v URV | Singapore High Court | Yes | [2018] SGHCF 22 | Singapore | Cited for the principle that a party does not require the court's permission to endorse a penal notice upon the order. |
| Robert Arnold Tuohy and others v Gary Bell (As Trustee in Bankruptcy of the Appellant) | England and Wales Court of Appeal | Yes | [2002] EWCA Civ 423 | England and Wales | Cited as an example of orders which are, by their very nature, so harsh that endorsing a penal notice upon the order will be oppressive. |
| Hi-P International Ltd v Tan Chai Hau and others | High Court | Yes | [2020] SGHC 128 | Singapore | Cited for the principle of balancing open justice against countervailing factors when deciding whether to seal a particular document or the court’s file as a whole. |
13. Applicable Rules
| Rule Name |
|---|
| SIAC Rules |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) Order 29 |
| Rules of Court Order 45 r 7 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Arbitration Act (Cap 10, 2002 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Mareva Injunction
- Arbitration
- Dissipation of Assets
- Good Arguable Case
- Representations and Warranties
- Settlement Agreement
- Funding Agreement
- Oppression Suit
- GREIH Suit
15.2 Keywords
- Mareva Injunction
- Arbitration Act
- Asset Dissipation
- Breach of Contract
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Mareva Injunction | 90 |
| Injunctions | 80 |
| Arbitration | 70 |
| Civil Practice | 60 |
| Contract Law | 50 |
| Abuse of Process | 40 |
| Company Law | 30 |
| Winding Up | 30 |
| Settlement | 30 |
16. Subjects
- Arbitration
- Civil Procedure
- Injunctions
- Contract Law