Kiri Industries v Senda International: Minority Oppression & Share Valuation
In a dispute between Kiri Industries Ltd and Senda International Capital Ltd & DyStar Global Holdings (Singapore) Pte Ltd, the Singapore International Commercial Court, with Judges Kannan Ramesh, Roger Giles, and Anselmo Reyes, addressed the costs of proceedings following a minority oppression claim by Kiri against Senda regarding Kiri's interest in DyStar. The court determined the appropriate costs for the pre- and post-transfer periods of the case, considering the complexity of the matter and the extent of Kiri's success. The court awarded costs and disbursements to Kiri Industries Ltd.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Costs awarded to Plaintiff, Kiri Industries Ltd.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
SICC judgment on costs following a minority oppression claim. Court determines costs for pre- and post-transfer periods, considering complexity and success.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd | Defendant | Corporation | Costs to be paid | Lost | |
| Kiri Industries Ltd | Plaintiff | Corporation | Costs awarded | Won | |
| Senda International Capital Ltd | Defendant | Corporation | Costs to be paid | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the High Court | Yes |
| Roger Giles | International Judge | No |
| Anselmo Reyes | International Judge | No |
4. Counsels
4. Facts
- Kiri claimed minority oppression by Senda in their joint venture, DyStar.
- The court found Senda had engaged in oppressive conduct against Kiri.
- Senda was ordered to purchase Kiri’s shares in DyStar at a valuation to be determined.
- The buy-out order was upheld on appeal.
- The court determined the final valuation of Kiri’s shares to be US$481.6m.
- Kiri sought costs amounting to S$7,797,718.50; Senda countered with S$360,000.
- The case was transferred from the High Court to the SICC.
5. Formal Citations
- Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017, [2021] SGHC(I) 16
6. Timeline
| Date | Event |
|---|---|
| Writ of summons and statement of claim filed in the High Court | |
| Application to transfer the case to the SICC allowed | |
| Trial for the Liability Tranche began | |
| Trial for the Liability Tranche ended | |
| Main Judgment delivered | |
| Oral Judgment issued | |
| Valuation Judgment issued | |
| Judgment addressing the nine issues issued | |
| Written submissions on the issue of interest filed | |
| Judgment reserved |
7. Legal Issues
- Assessment of Costs
- Outcome: The court determined the appropriate method for assessing costs, considering the complexity of the case and the applicable rules for SICC proceedings.
- Category: Procedural
- Sub-Issues:
- Application of Appendix G
- Reasonable costs under Order 110 Rule 46
- Taxation of costs
- Entitlement to Costs
- Outcome: The court ruled on Kiri's entitlement to costs for various stages of the proceedings, applying discounts where appropriate.
- Category: Substantive
- Sub-Issues:
- Costs of Valuation Tranche
- Pre-transfer costs
- Post-transfer costs
8. Remedies Sought
- Costs
- Disbursements
9. Cause of Actions
- Minority Oppression
10. Practice Areas
- Commercial Litigation
- International Arbitration
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries and others and another suit | Singapore High Court | Yes | [2018] 5 SLR 1 | Singapore | Sets out the facts of the dispute that led to the protracted proceedings. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore High Court | Yes | [2021] 3 SLR 215 | Singapore | Sets out the facts of the dispute that led to the protracted proceedings. |
| Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal | Singapore Court of Appeal | Yes | [2019] 2 SLR 1 | Singapore | Buy-out order was upheld on appeal. |
| Senda International Capital Ltd v Kiri Industries Ltd and others | Singapore Court of Appeal | Yes | [2020] 2 SLR 1 | Singapore | The Court of Appeal upheld the costs order that was made. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore High Court | Yes | [2021] 5 SLR 1 | Singapore | Addressed the nine issues in the valuation tranche. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore High Court | Yes | [2021] 5 SLR 111 | Singapore | Adjudged the final valuation of Kiri’s shares. |
| CBX and another v CBZ and others | Singapore Court of Appeal (International) | Yes | [2021] SGCA(I) 4 | Singapore | Identifies the two categories of SICC cases and the applicable costs regimes. |
| CPIT Investments Ltd v Qilin World Capital Ltd and another | Singapore High Court | Yes | [2018] 4 SLR 38 | Singapore | SICC costs regime was meant to be simpler than that in O 59 of the ROC. |
| B2C2 Ltd v Quoine Pte Ltd | Singapore High Court | Yes | [2019] 5 SLR 28 | Singapore | SICC costs regime was meant to be simpler than that in O 59 of the ROC. |
| Tan Cheng Bock v Attorney-General | Singapore Court of Appeal | Yes | [2017] 2 SLR 850 | Singapore | Principles of statutory interpretation. |
| Maryani Sadeli v Arjun Permanand Samtani | Singapore High Court | Yes | [2015] 1 SLR 496 | Singapore | A party will not recover all the costs of their litigation. |
| Basil Anthony Herman v Premier Security Co-operative Ltd and others | Singapore High Court | Yes | [2012] 2 SLR 616 | Singapore | Purpose of assessing costs is to ensure that the receiving party is given a fair amount of money towards compensating the costs he expended in pursuit of his case. |
| Scintronix Corp Ltd v Ho Kang Peng and another | Singapore High Court | Yes | [2011] SGHC 28 | Singapore | Bifurcation as a matter of case management. |
| Singapore Airlines Ltd v CSDS Aircraft Sales & Leasing Inc | Singapore High Court | Yes | [2020] 5 SLR 221 | Singapore | Bifurcation as a matter of case management. |
| Yeo Boong Hua and others v Turf Club Auto Emporium Pte Ltd and others | Singapore High Court | Yes | [2019] SGHC 73 | Singapore | Expert witness fees are generally recoverable as long as they are reasonably incurred. |
| Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd and others and another appeal | Singapore High Court | Yes | [2018] 1 SLR 180 | Singapore | A party would still be entitled to disbursements even if the expert evidence was reasonably sought but was eventually not accepted by the court. |
| Lam Hwa Engineering & Trading Pte Ltd v Yang Qiang | Singapore High Court | Yes | [2013] 2 SLR 524 | Singapore | Travel expenses necessarily incurred for the purposes of attending court as a witness are recoverable. |
| In re Ralls Builders Ltd (in liquidation) (No 2) | England and Wales High Court (Chancery Division) | Yes | [2016] 1 WLR 5190 | England and Wales | The Nossen principle. |
| Involnert Management Inc v Aprilgrange Ltd and others | England and Wales High Court (Queen's Bench Division) | Yes | [2015] EWHC 2834 | England and Wales | It is not reasonable to expect the party liable for costs to pay the balance of the debt until it knows exactly what sums are being claimed by the party awarded costs and has had a fair opportunity to decide what sums it accepts are properly payable. |
| BXS v BXT | Singapore High Court | Yes | [2019] 5 SLR 48 | Singapore | Interest on costs. |
| BYL and another v BYN | Singapore High Court | Yes | [2020] 4 SLR 204 | Singapore | Interest on costs. |
| POSH Semco Pte Ltd v Makamin Petroleum Services Co and another | Singapore High Court | Yes | [2021] 3 SLR 203 | Singapore | Interest on costs. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (2014 Rev Ed) O 110 r 12 | Singapore |
| Rules of Court (2014 Rev Ed) O 110 r 46 | Singapore |
| Rules of Court (2014 Rev Ed) O 59 r 20 | Singapore |
| Rules of Court (2014 Rev Ed) O 59 r 27(2) | Singapore |
| Rules of Court (2014 Rev Ed) O 59 r 27(2), (3) | Singapore |
| Rules of Court (2014 Rev Ed) O 59 r 28 | Singapore |
| Rules of Court (2014 Rev Ed) O 59 r 37 | Singapore |
| Rules of Court (2014 Rev Ed) O 110 r 46(3)(d) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Minority oppression
- Valuation
- Costs
- Disbursements
- Pre-transfer costs
- Post-transfer costs
- SICC
- Appendix G
- Reasonable costs
- Valuation Tranche
- Liability Tranche
15.2 Keywords
- Costs
- SICC
- Minority Oppression
- Valuation
- Singapore
- International Commercial Court
17. Areas of Law
16. Subjects
- Civil Procedure
- Costs
- International Commercial Law
- Company Law