Westbridge Ventures II Investment Holdings v Anupam Mittal: Anti-Suit Injunction & Arbitrability of Minority Oppression Claims

In Westbridge Ventures II Investment Holdings v Anupam Mittal, the General Division of the High Court of Singapore addressed an application by Westbridge Ventures II Investment Holdings for a permanent anti-suit injunction against Anupam Mittal, to prevent him from pursuing claims of minority oppression before the National Company Law Tribunal (NCLT) in Mumbai, India. The court, presided over by Judicial Commissioner S Mohan, ruled in favor of Westbridge, granting the injunction. The court determined that the disputes fell within the scope of an arbitration agreement mandating arbitration in Singapore, and that the claims were arbitrable under Singapore law. The court held that the defendant's actions were in breach of the arbitration agreement.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Permanent anti-suit injunction granted against the defendant.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court grants anti-suit injunction, restraining Anupam Mittal from pursuing minority oppression claims in India, enforcing arbitration agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Anupam MittalDefendantIndividualApplication DismissedLost
Westbridge Ventures II Investment HoldingsPlaintiffCorporationJudgment for PlaintiffWon

3. Judges

Judge NameTitleDelivered Judgment
S MohanJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Pradeep NairWong & Leow LLC
Yiu Kai TaiWong & Leow LLC
Nandakumar Ponniya ServaiWong & Leow LLC
Ashish ChughWong & Leow LLC
Thio Shen Yi SCTSMP Law Corporation
Tan May Lian FeliciaTSMP Law Corporation
Uma Jitendra SharmaTSMP Law Corporation

4. Facts

  1. Westbridge holds 30.96% of the share capital of People Interactive.
  2. Anupam Mittal holds 43.85% of the share capital of People Interactive.
  3. The SHA contains an arbitration clause providing for arbitration in Singapore.
  4. Disputes arose regarding the management of People Interactive and a potential sale.
  5. Anupam Mittal filed a petition before the NCLT in Mumbai.
  6. Westbridge sought an anti-suit injunction in Singapore to restrain Anupam Mittal from pursuing the NCLT proceedings.
  7. The NCLT petition included claims of minority oppression and mismanagement.

5. Formal Citations

  1. Westbridge Ventures II Investment Holdings v Anupam Mittal, Originating Summons No 242 of 2021 (Summons No 1477 of 2021), [2021] SGHC 244

6. Timeline

DateEvent
Anupam Mittal became the Managing Director of People Interactive
Shareholders’ Agreement signed
First Supplementary Subscription-Cum-Shareholders’ Agreement signed
Relationship between parties began to deteriorate
Shobitha Annie Mani appointed as a director on the board of People Interactive
Resolution passed by the board of directors of People Interactive
Defendant filed the NCLT petition on the plaintiff
OS 242 was filed
Plaintiff filed SUM 1183 seeking an urgent ex parte interim anti-suit injunction against the defendant
Ang SJ heard SUM 1183 and made the orders in ORC 1463
Order was also made by Ang SJ in HC/ORC 1458/2021
NCLT petition was assigned its case number, ie, Company Petition No. 92 of 2021
SUM 1477 was filed
Hearing date
Hearing date
Judgment reserved
Defendant commenced Suit No. 7816 of 2021 in the Bombay High Court

7. Legal Issues

  1. Arbitrability of Disputes
    • Outcome: The court held that the disputes were arbitrable under Singapore law as the law of the seat.
    • Category: Substantive
    • Sub-Issues:
      • Subject matter arbitrability
      • Minority oppression claims
  2. Breach of Arbitration Agreement
    • Outcome: The court found that the defendant breached the arbitration agreement by commencing proceedings before the NCLT.
    • Category: Substantive
    • Sub-Issues:
      • Scope of arbitration agreement
      • Commencement of legal proceedings in non-agreed forum
  3. Anti-Suit Injunction
    • Outcome: The court granted a permanent anti-suit injunction against the defendant.
    • Category: Procedural
    • Sub-Issues:
      • Jurisdiction of the court
      • Enforcement of arbitration agreement
  4. Jurisdiction
    • Outcome: The court held that the defendant was amenable to the jurisdiction of the court due to valid service and submission to jurisdiction.
    • Category: Jurisdictional
    • Sub-Issues:
      • Amenability to jurisdiction
      • Submission to jurisdiction
      • Service out of jurisdiction

8. Remedies Sought

  1. Anti-Suit Injunction

9. Cause of Actions

  • Breach of Contract
  • Minority Oppression

10. Practice Areas

  • Commercial Litigation
  • Arbitration
  • Injunctions

11. Industries

  • Technology
  • Investment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appealsCourt of AppealYes[2016] 1 SLR 373SingaporeCited for the principles regarding arbitrability at initial and terminal stages of arbitration.
BCY v BCZHigh CourtYes[2017] 3 SLR 357SingaporeCited for the three-stage test to determine the proper law of an arbitration agreement.
BNA v BNB and anotherCourt of AppealYes[2020] 1 SLR 456SingaporeCited for the discussion on the significance of the proper law of the arbitration agreement and the law applicable to challenges to arbitral awards.
BBA and others v BAZ and another appealCourt of AppealYes[2020] 2 SLR 453SingaporeCited for the distinction between the jurisdiction of a tribunal and the admissibility of a claim.
BAZ v BBA and others and other mattersHigh CourtYes[2020] 5 SLR 266SingaporeCited for the principle that public policy and arbitrability are unique to each state.
Fincantieri – Cantieri Navali Italiani SpA and Oto Melara SpA v Ministry of Defence, Armament and Supply Directorate of Iraq, Republic of IraqGenoa Court of AppealYes(1996) XXI YBCA 594ItalyCited for the principle that the arbitrability of a dispute must be ascertained according to Italian law as this question directly affects jurisdiction.
Tjong Very Sumito v Antig Investments Pte LtdCourt of AppealYes[2009] 4 SLR(R) 732SingaporeCited for the principle that an unequivocal judicial policy of facilitating and promoting arbitration has firmly taken root in Singapore.
Larsen Oil and Gas Pte Ltd v Petropod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore)Court of AppealYes[2011] 3 SLR 414SingaporeCited for the principle that arbitration clauses should be generously construed and that all manner of claims should be regarded as falling within their scope unless there is good reason to conclude otherwise.
Oei Hong Leong v Goldman Sachs InternationalCourt of AppealYes[2014] 3 SLR 1217SingaporeCited for the principle that the court must consider the pith and substance of the dispute as it appears from the circumstances in evidence.
Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt LtdCourt of AppealYes[2019] 1 SLR 732SingaporeCited for the five factors to be considered in deciding whether to grant an anti-suit injunction.
Bank of America National Trust and Savings Association v Djoni WidjajaHigh CourtYes[1994] 2 SLR(R) 898SingaporeCited for the principle that an injunction will only be issued restraining a party who is amenable to the jurisdiction of the court.
Koh Kay Yew v Inno-Pacific Holdings LtdCourt of AppealYes[1997] 2 SLR(R) 148SingaporeCited for the principle that a party would be amenable to the jurisdiction of the court if that party was validly served with the required court documents or submitted to the court’s jurisdiction.
Woh Hup (Pte Ltd v Property Development LtdHigh CourtYes[1991] 1 SLR(R) 473SingaporeCited for the principle that a failure to enter a conditional appearance with a view of setting aside the service of the originating summons outside of the jurisdiction on the ground of lack of jurisdiction meant that the defendants had submitted to the jurisdiction of the court.
Allenger Shiona (trustee-in-bankruptcy of the estate of Pelletier, Richard Paul Joseph) v Pelletier, Olga and anotherHigh CourtYes[2020] SGHC 279SingaporeCited for the effect of the time limits for challenging the court’s jurisdiction in O 12 r 7(1) of the ROC is to disallow challenges made beyond such limits, unless an extension has been granted.
Broadcast Solutions Pte Ltd v Zoom Communications LtdHigh CourtYes[2014] 1 SLR 1324SingaporeCited for the principle that a non-challenge as to jurisdiction would ordinarily be construed as a submission.
Spiliada Maritime Corporation v CansulexHouse of LordsYes[1987] AC 460United KingdomCited for consideration of the natural forum to hear the dispute.
Anggeliki Charis Compania Maritima SA v Pagnan SpAN/AYes[1995] 1 Lloyd’s Rep 87N/ACited for the principle that anti-suit injunctive relief would ordinarily be granted unless there are strong reasons not to.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed) O11 r 1(r)
Rules of Court (2014 Rev Ed) O 28 r 2A(1)

14. Applicable Statutes

Statute NameJurisdiction
International Arbitration Act (Cap 143A, 2002 Rev Ed)Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Anti-suit injunction
  • Arbitration agreement
  • Arbitrability
  • Minority oppression
  • Shareholders’ Agreement
  • Law of the seat
  • Proper law of the arbitration agreement
  • NCLT
  • International Chamber of Commerce
  • People Interactive

15.2 Keywords

  • Arbitration
  • Anti-suit injunction
  • Singapore
  • Minority oppression
  • Shareholders agreement
  • NCLT
  • Westbridge
  • Anupam Mittal

17. Areas of Law

Area NameRelevance Score
Arbitration95
Injunctions80
Jurisdiction70
Civil Litigation60
Minority Oppression50
Commercial Disputes40
Contract Law30
Company Law30

16. Subjects

  • Arbitration
  • Civil Procedure
  • Company Law
  • Injunctions