Baker v BCS: Anti-Suit Injunction Granted in Ethocyn Rights Trust Dispute

Michael Baker, as executor of Chantal Burnison's estate, sought an anti-suit injunction against BCS Business Consulting Services Pte Ltd, Marcus Weber, and Renslade Holdings Limited to prevent them from pursuing proceedings in California and worldwide that relitigate issues already decided in Singapore. The Singapore International Commercial Court granted the injunction in part, restraining the defendants from relitigating the existence, validity, and enforceability of a trust over Ethocyn rights, but allowing them to pursue claims related to Baker's alleged misrepresentation and the settlement agreement with Nu Skin.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT

1.2 Outcome

Anti-suit injunction granted in part.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Anti-suit injunction granted to restrain BCS from relitigating the existence of a trust over Ethocyn rights in California after Singapore judgment.

1.7 Decision Date

18 November 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Baker, Michael A	Plaintiff	Individual	Anti-suit injunction granted in part	Partial	Woo Shu Yan, Tay Hong Zhi Gerald, Regina Lim
BCS Business Consulting Services Pte Ltd	Defendant	Corporation	Anti-suit injunction granted in part	Partial	Thio Shen Yi, Justin Ee, Kevin Elbert, Chong Pao Lan Monica, Vithiya d/o Rajendra, Wong Zheng Hui Daryl, Wang Yufei, Daryl Kwok Wai Tat
Marcus Weber	Defendant	Individual	Anti-suit injunction granted in part	Partial	Thio Shen Yi, Justin Ee, Kevin Elbert, Chong Pao Lan Monica, Vithiya d/o Rajendra, Wong Zheng Hui Daryl, Wang Yufei, Daryl Kwok Wai Tat
Renslade Holdings Limited	Defendant	Corporation	Anti-suit injunction granted in part	Partial	Thio Shen Yi, Justin Ee, Kevin Elbert, Chong Pao Lan Monica, Vithiya d/o Rajendra, Wong Zheng Hui Daryl, Wang Yufei, Daryl Kwok Wai Tat

3. Judges

Judge Name	Title	Delivered Judgment
Quentin Loh	Judge	Yes
Carolyn Berger	International Judge	No
Dominique Hascher	International Judge	No

4. Counsels

Counsel Name	Organization
Woo Shu Yan	Drew & Napier LLC
Tay Hong Zhi Gerald	Drew & Napier LLC
Regina Lim	Drew & Napier LLC
Thio Shen Yi	TSMP Law Corporation
Justin Ee	TSMP Law Corporation
Kevin Elbert	TSMP Law Corporation
Chong Pao Lan Monica	WongPartnership LLP
Vithiya d/o Rajendra	WongPartnership LLP
Wong Zheng Hui Daryl	WongPartnership LLP
Wang Yufei	WongPartnership LLP
Daryl Kwok Wai Tat	Guo Weide

4. Facts

Baker, as executor, sued the Defendants for breach of fiduciary duties and breach of a loan agreement.
The dispute concerns the beneficial ownership of intellectual property rights in a compound called “Ethocyn”.
Chantal was the co-inventor of Ethocyn, used in cosmetic products.
The Ethocyn Rights were assigned to California-incorporated companies controlled by Chantal.
The Ethocyn Rights were eventually sold to Renslade (NZ) with the sanction of the US Bankruptcy Court.
The Ethocyn Rights were transferred to Renslade (S) and then to BCS.
The Ethocyn Rights yielded income from a supply agreement between BCS and Nu Skin.
Weber withdrew CHF9.5m from the Trust Moneys.
Chantal sought an account of the Trust Assets and Trust Moneys, but to no avail.
Baker filed the Suit in Singapore in November 2018.
BCS initiated a suit in the US District Court for the Central District of California against Baker and BCS Pharma.
The Singapore Court of Appeal dismissed the Defendants’ appeal.

5. Formal Citations

Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others, Suit No 3 of 2018 (Summons No 37 of 2021), [2021] SGHC(I) 14

6. Timeline

Date	Event
2016-10-02	Chantal Burnison died.
2017-11-01	Baker filed Suit No 3 of 2018 in Singapore.
2018-05-18	The Suit is internally transferred from the General Division of the High Court to the Singapore International Commercial Court.
2019-08-08	BCS initiated a suit in the US District Court for the Central District of California against Baker and BCS Pharma Corporation.
2019-10-03	Baker and BCS Pharma applied for the Californian Proceedings to be dismissed on the basis of forum non conveniens.
2019-11-11	Evidential trial in the SICC began.
2019-11-16	Evidential trial in the SICC ended.
2020-02-03	Hearings of submissions by US counsel and Singapore counsel by the SICC.
2020-04-17	US District Court dismisses the forum non conveniens application.
2020-04-29	The SICC issues the Judgment in favor of the plaintiff.
2020-05-04	The Defendants file the Appeal.
2020-06-01	The SICC dismisses the Defendants’ application to stay execution pending the disposal of the Appeal
2020-06-24	Baker, BCS Pharma and BCS agree that the Californian Proceedings should be stayed pending the Appeal and file a Joint Stipulation to Stay Case and a Proposed Order on Stipulation to Stay Case.
2020-06-30	The US District Court orders the Californian Proceedings to be stayed pending the resolution of the Appeal.
2020-07-01	The Court of Appeal dismisses the Defendants’ application to stay execution pending the disposal of the Appeal.
2020-10-13	Weber files his 19th Affidavit on behalf of the Defendants to account for the Trust Assets and Trust Monies.
2020-12-29	The Defendants wrote in to provide further account.
2021-01-19	The Appeal is dismissed by the Singapore Court of Appeal.
2021-03-10	Baker, BCS Pharma and BCS file a Joint Status Report in the Californian Proceedings.
2021-03-19	The parties file a joint report proposing timelines for the Californian Proceedings.
2021-03-26	The US District Court lifts the stay on the Californian Proceedings and sets the case schedule.
2021-04-06	Baker and BCS Pharma file their Answer to the Initial Complaint.
2021-04-27	BCS files a “First Amended Complaint” adding Heika, Birka, Grey Pacific Labs LLC and Grey Pacific Science, Inc.
2021-05-11	Baker and BCS Pharma file their Answer to the First Amended Complaint.
2021-05-14	Baker files SUM 25 for payment due on the taking of the Account.
2021-06-11	The Additional Parties file their Answer to the First Amended Complaint.
2021-06-16	Baker files SUM 37 in this court and supporting affidavit.
2021-08-10	Weber files his 21st Affidavit on behalf of the Defendants in reply to Baker’s application and affidavit in SUM 25.
2021-08-20	Baker files his 27th Affidavit in response to Weber’s 21st Affidavit.
2021-08-27	BCS applies to the California courts for leave to amend its First Amended Complaint, and proceed instead on a “Second Amended Complaint”
2021-09-24	The US District Court allow BCS’s application to proceed on the Second Amended Complaint. The California court also directs the US Defendants to file their answers to the Second Amendment Complaint by 5 November 2021, and that all timelines in the Californian Proceedings to be pushed back by six months so as to allow for discovery.
2021-09-24	This Court hears the application in SUM 25

7. Legal Issues

Anti-Suit Injunction
- Outcome: The court granted an anti-suit injunction in part, restraining the defendants from relitigating issues already decided by the Singapore court.
- Category: Procedural
- Sub-Issues:
  - Vexatious and oppressive conduct
  - Abuse of process
  - Relitigation of issues
- Related Cases:
  - [2019] 2 SLR 372
  - [1987] AC 871
  - [1997] 2 SLR(R) 148
  - (1843) 3 Hare 100
  - [2009] QB 503
  - [2011] 2 SLR 96
  - [2011] 1 SLR 524
  - [2006] EWHC 253 (Comm)
  - [2021] SGCA 72
  - [1999] AC 119
  - [2002] 1 WLR 107
  - [2007] 1 SLR(R) 453
  - [2015] 5 SLR 1104
  - [2016] 1 Lloyd’s Rep 414
  - [2019] 1 SLR 732
  - [2015] 5 SLR 873
Res Judicata
- Outcome: The court found that the Californian proceedings amounted to a collateral attack on the Singapore judgment.
- Category: Procedural
- Sub-Issues:
  - Collateral attack on judgment
  - Extended doctrine of res judicata
- Related Cases:
  - (1843) 3 Hare 100
Judicial Estoppel
- Outcome: The court found that the claim in judicial estoppel could and should have been raised in the Singapore proceedings.
- Category: Procedural
- Sub-Issues:
  - Preclusion from asserting a position
  - Inconsistent statements

8. Remedies Sought

Anti-Suit Injunction
Account of Profits
Monetary Damages

9. Cause of Actions

Breach of Fiduciary Duty
Breach of Contract
Conspiracy to Injure

10. Practice Areas

Commercial Litigation
International Litigation

11. Industries

Cosmetics

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others	Singapore International Commercial Court	Yes	[2020] 4 SLR 85	Singapore	The judgment on liability in the underlying dispute regarding the beneficial ownership of intellectual property rights in Ethocyn.
Lakshmi Anil Salgaocar v Jhaveri Darsan Jitendra	Court of Appeal	Yes	[2019] 2 SLR 372	Singapore	Cited for the general principles relating to the granting of an anti-suit injunction.
Société Nationale Industrielle Aerospatiale v Lee Kui Jak	Privy Council	Yes	[1987] AC 871	United Kingdom	Cited as the source of the general principles relating to the granting of an anti-suit injunction.
Koh Kay Yew v Inno-Pacific Holdings Ltd	High Court	Yes	[1997] 2 SLR(R) 148	Singapore	Cited for the principle that whether an ASI defendant’s conduct in instituting foreign proceedings is vexatious and oppressive is an objective issue.
Henderson v Henderson	Court of Chancery	Yes	(1843) 3 Hare 100	United Kingdom	Cited for the principle that a party must bring forward their whole case in litigation and cannot relitigate matters that could have been brought forward.
Masri v Consolidated Contractors (No 3)	Court of Appeal	Yes	[2009] QB 503	United Kingdom	Cited as an example of a case involving consecutive proceedings which justified an anti-suit injunction.
Beckett Pte Ltd v Deutsche Bank AG	Court of Appeal	Yes	[2011] 2 SLR 96	Singapore	Cited for the principle that a court may issue an anti-suit injunction to restrain an individual from continuing to prosecute foreign proceedings which amount to an abuse of its process.
Beckett Pte Ltd v Deutsche Bank AG and another	High Court	Yes	[2011] 1 SLR 524	Singapore	Cited for the principle that protection of the jurisdiction of the English court, its process and its judgments by injunction is a legitimate ground for the grant of an anti-suit injunction.
Noble Assurance v Gerling-Konzern	English High Court	Yes	[2006] EWHC 253 (Comm)	United Kingdom	Cited for the principle that a forum court has the power to enjoin an ASI defendant from litigating, in foreign proceedings, against those who are not parties to the proceedings before the forum court.
VKC v VJZ and another	Court of Appeal	Yes	[2021] SGCA 72	Singapore	Cited for the principle that Singapore is the natural and proper forum for an ASI to be granted on the ground that the foreign proceedings are vexatious and oppressive.
Airbus Industrie GIE v Patel	House of Lords	Yes	[1999] AC 119	United Kingdom	Cited for the principle that the court may grant an anti-suit injunction even though it is not the natural forum if it otherwise has sufficient interest with the matter.
Turner v Grovit	House of Lords	Yes	[2002] 1 WLR 107	United Kingdom	Cited for the principle that a court may issue an anti-suit injunction to restrain an individual from continuing to prosecute foreign proceedings which amount to an abuse of its process because of their effect on pending litigation in that court.
Goh Nellie v Goh Lian Teck and others	High Court	Yes	[2007] 1 SLR(R) 453	Singapore	Cited for the principle that a court should determine whether there is an abuse of process by looking at all the circumstances of the case.
The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) & others v TT International (nTan Advisory Pte Ltd & others) and another appeal	Court of Appeal	Yes	[2015] 5 SLR 1104	Singapore	Cited for the principle that a court should determine whether there is an abuse of process by looking at all the circumstances of the case.
Crescendo Maritime Co v Bank of Communications	Queen's Bench Division	Yes	[2016] 1 Lloyd’s Rep 414	United Kingdom	Cited for the principle that a forum court has the power to enjoin an ASI defendant from litigating, in foreign proceedings, against those who are not parties to the proceedings before the forum court.
Sun Travel & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd	High Court	Yes	[2019] 1 SLR 732	Singapore	Cited for the principle that an ASI should not be granted if foreign proceedings have proceeded to an advanced stage because of considerations of comity.
PT Sandipala Arthaputra v STMicroelectronics Asia Pacific	High Court	Yes	[2015] 5 SLR 873	Singapore	Cited for the principle that the greater the positive and voluntary involvement of the injunction respondent in the local proceedings, and the longer the local suit has been allowed to proceed before the commencement of the parallel proceedings, the stronger the case for an injunction.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Racketeer Influenced And Corrupt Organizations Act, 18 U.S.C. § 1962(b)	United States of America
Racketeer Influenced And Corrupt Organizations Act, 18 U.S.C. § 1962(c)	United States of America
California Business & Professions Code §17200	United States of America

15. Key Terms and Keywords

15.1 Key Terms

Anti-suit injunction
Ethocyn Rights
Trust Agreement
Trust Assets
Trust Moneys
Judicial estoppel
Vexatious and oppressive conduct
Abuse of process
Res judicata
Collateral attack
Relitigation

15.2 Keywords

Anti-suit injunction
Ethocyn
Trust
California
Singapore
Litigation

16. Subjects

Civil Procedure
Injunctions
Trusts
Intellectual Property
Conflict of Laws

17. Areas of Law

Civil Procedure
Injunctions
Trust Law
Conflict of Laws