DyStar v Kiri: Damages Assessment for Breach of Non-Compete in Dye Industry
In DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others, the Singapore International Commercial Court assessed damages against Kiri Industries and Manishkumar Pravinchandra Kiri for breaching non-compete and non-solicitation clauses in a joint venture agreement with DyStar in the dye industry. The court found that Kiri's actions led to DyStar reducing prices for FOTL and losing sales to Hayleys. The court determined the causal link between Kiri's breaches and DyStar's losses, awarding damages to DyStar, with the final amount to be calculated.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Damages awarded to DyStar for breach of contract; quantum to be calculated based on the judgment.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court assesses damages against Kiri for breaching non-compete clauses, impacting DyStar's dye sales to FOTL, Hayleys, and Brandix.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Kiri Industries Limited | Defendant | Corporation | Judgment against Defendant | Lost | |
| DyStar Global Holdings (Singapore) Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Manishkumar Pravinchandra Kiri | Defendant | Individual | Judgment against Defendant | Lost | |
| Pravinchandra Amrutlal Kiri | Defendant | Individual | Neutral | Neutral | |
| Kiri International (Mauritius) Private Limited | Defendant | Corporation | Neutral | Neutral | |
| Mukherjee Amitava | Defendant | Individual | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge | No |
| Roger Giles | International Judge | Yes |
| Anselmo Reyes | International Judge | No |
4. Counsels
4. Facts
- DyStar and Kiri were parties in a joint venture in the dye industry.
- The joint venture was governed by the SSSA, which contained non-compete and non-solicitation provisions.
- Kiri breached the non-compete and non-solicitation provisions by approaching DyStar's customers.
- Kiri approached FOTL, a major DyStar customer, offering lower prices for its dyes.
- FOTL used Kiri's offers to pressure DyStar into lowering its prices.
- Kiri supplied dyes to Hayleys, resulting in DyStar losing sales.
- Kiri solicited Brandix, leading DyStar to forego intended price increases.
5. Formal Citations
- DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others, Suit No 3 of 2017, [2020] SGHC(I) 01
- DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit, , [2018] 5 SLR 1
- Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal, , [2019] 2 SLR 1
- Sunny Metal & Engineering Pte Ltd v Ng Khim Ming Eric, , [2007] 3 SLR(R) 782
- Jet Holding Ltd v Cooper Cameron (Singapore) Pte Ltd, , [2006] 3 SLR(R) 769
- Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another, , [2008] 2 SLR(R) 623
6. Timeline
| Date | Event |
|---|---|
| Suit filed in Suit No 3 of 2017 | |
| Kiri first approached FOTL | |
| FOTL requested a technical brochure from Kiri | |
| Kiri provided prices for Kirazol Black B 150% and Kirazol Red RB 100% | |
| Kiri followed up with FOTL with current prices | |
| FOTL told DyStar that Kiri was offering lower prices | |
| FOTL emailed DyStar about cost pressures and Kiri's prices | |
| DyStar indicated it would drop the price of Remazol Black B 50% | |
| FOTL asked for reduced price on Remazol Black B 50% | |
| DyStar lowered the price for the September delivery | |
| DyStar lowered the price for the November delivery | |
| DyStar reduced the price for the January delivery | |
| Price set for the March delivery | |
| DyStar agreed to a price for Remazol Black B 50% | |
| Hayleys informed DyStar's agent that Kiri had approached it | |
| Hayleys began to buy dyes from Kiri | |
| DyStar planned to increase prices for Remazol RGB dyes to Brandix | |
| Assessment hearing began | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Kiri breached the non-compete and non-solicitation clauses.
- Category: Substantive
- Sub-Issues:
- Non-compete clause violation
- Non-solicitation clause violation
- Related Cases:
- [2018] 5 SLR 1
- [2019] 2 SLR 1
- Causation
- Outcome: The court determined that Mr. McFeely's incorrect representations broke the chain of causation for price reductions after January 2016.
- Category: Substantive
- Sub-Issues:
- Intervening act
- Novus actus interveniens
- Related Cases:
- [2007] 3 SLR(R) 782
- [2006] 3 SLR(R) 769
- Mitigation of Damages
- Outcome: The court found that Kiri did not establish that DyStar failed to mitigate its losses.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Breach of Contract
- International Trade
11. Industries
- Chemicals
- Textiles
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit | Singapore International Commercial Court | Yes | [2018] 5 SLR 1 | Singapore | Defined acronyms and other terms used in the current judgment and provided background on the joint venture between DyStar and Kiri. |
| Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal | Court of Appeal | Yes | [2019] 2 SLR 1 | Singapore | Court of Appeal held that Kiri had breached non-compete provisions in respect of Hayleys and Brandix, leading to the assessment of damages. |
| Sunny Metal & Engineering Pte Ltd v Ng Khim Ming Eric | Singapore Court of Appeal | Yes | [2007] 3 SLR(R) 782 | Singapore | Cited for the principle that breaches must be the 'effective' or 'dominant' causes of loss for damages to be recoverable. |
| Jet Holding Ltd v Cooper Cameron (Singapore) Pte Ltd | Singapore High Court | Yes | [2006] 3 SLR(R) 769 | Singapore | Cited for the principle that a novus actus interveniens can break the chain of causation, freeing the defendant from liability. |
| Palsgraf v The Long Island Railroad Company | New York Court of Appeals | Yes | Palsgraf v The Long Island Railroad Company 248 NY 339 (1928) | United States | Cited to illustrate that the law arbitrarily declines to trace a series of events beyond a certain point due to convenience, public policy, and a sense of justice. |
| Tan Kok Yong Steve v Itochu Singapore Pte Ltd | Singapore High Court | Yes | [2018] SGHC 85 | Singapore | Distinguished as a case where there was no evidence to link the fall in the plaintiff’s business with the defendant’s breach. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | Singapore Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the principle that the certainty of proof required depends on the circumstances and the nature of the loss, and the court must do the best it can on the available evidence. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Non-compete clause
- Non-solicitation clause
- SSSA
- Dye industry
- Remazol
- Kirazol
- FOTL
- Hayleys
- Brandix
- Causation
- Mitigation
15.2 Keywords
- breach of contract
- non-compete
- damages
- dye industry
- Singapore International Commercial Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Damages | 80 |
| Commercial Disputes | 70 |
| Contract Law | 60 |
| Assessment of Damages | 50 |
| International Commercial Law | 40 |
| Causation | 40 |
| Breach of Contractual Terms | 40 |
| Pricing | 30 |
| Mitigation | 30 |
| Arbitration | 30 |
| Joint Venture | 20 |
16. Subjects
- Contract Law
- Commercial Dispute
- Damages