Senda International Capital Ltd v Kiri Industries Ltd: Minority Oppression & Costs Assessment in SICC
Senda International Capital Ltd appealed against the decision of the Singapore International Commercial Court (SICC) to award Kiri Industries Ltd S$8.1m in costs and disbursements for SIC/S 4/2017, a minority oppression suit where Kiri succeeded in obtaining a buyout order for its shares. The Court of Appeal dismissed Senda's appeal, clarifying the principles for assessing 'reasonable costs' under Order 110 Rule 46 of the Rules of Court in the SICC. The court held that the trial court has broad discretion in determining how costs are assessed, emphasizing the commercial consideration of ensuring a successful litigant is not unfairly out of pocket.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal concerning costs assessment in the SICC for a minority oppression suit. The court clarifies the principles for assessing reasonable costs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Senda International Capital Ltd | Appellant | Corporation | Appeal Dismissed | Lost | Toh Kian Sing, Cheng Wai Yuen, Mark, Chew Xiang, Soh Yu Xian Priscilla, Lim Wee Teck, Darren |
| Kiri Industries Ltd | Respondent, Plaintiff | Corporation | Appeal Upheld | Won | Dhillon Dinesh Singh, Loong Tse Chuan, Dhivya Rajendra Naidu, Chee Yi Wen Serene, Jung Sol |
| Dystar Global Holdings (Singapore) Pte Ltd | Defendant | Corporation |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Judith Prakash | Justice of the Court of Appeal | No |
| Quentin Loh | Judge of the Appellate Division | No |
| Robert French | International Judge | No |
| Vivian Ramsey | International Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Toh Kian Sing | Rajah & Tann Singapore LLP |
| Cheng Wai Yuen, Mark | Rajah & Tann Singapore LLP |
| Chew Xiang, Soh Yu Xian Priscilla | Rajah & Tann Singapore LLP |
| Lim Wee Teck, Darren | Rajah & Tann Singapore LLP |
| Dhillon Dinesh Singh | Allen & Gledhill LLP |
| Loong Tse Chuan | Allen & Gledhill LLP |
| Dhivya Rajendra Naidu | Allen & Gledhill LLP |
| Chee Yi Wen Serene | Allen & Gledhill LLP |
| Jung Sol | Allen & Gledhill LLP |
4. Facts
- Kiri sued Senda for minority oppression in DyStar Global Holdings.
- The suit was transferred to the Singapore International Commercial Court (SICC).
- The SICC found Senda liable for minority oppression and ordered a buyout of Kiri's shares.
- The court determined the value of Kiri's shareholding to be US$481.6m.
- Kiri was awarded costs and disbursements of S$8.1m.
- Senda appealed the costs order, arguing the assessment was flawed.
- Kiri sought to recover expert fees paid to Accuracy Singapore Corporate Advisory Pte Ltd as disbursements.
5. Formal Citations
- Senda International Capital Ltd v Kiri Industries Ltd, Civil Appeal No 14 of 2022, [2022] SGCA(I) 10
6. Timeline
| Date | Event |
|---|---|
| DyStar group experienced financial difficulties | |
| Kiri and Longsheng executed relevant agreements | |
| Convertible bond transferred from WPL to Senda | |
| Senda converted debt into equity, becoming majority shareholder of DyStar | |
| Kiri commenced suit against Senda alleging minority oppression | |
| Suit transferred to the SICC | |
| Court concluded that Senda had oppressed Kiri and ordered Senda to purchase Kiri’s shares | |
| Court held that Kiri was to be awarded “full costs” | |
| Decision upheld on appeal | |
| Court adjudged the value of Kiri’s shareholding to be US$481.6m | |
| Kiri’s appeal against the Court’s decision on valuation was allowed in part while Senda’s appeal was dismissed | |
| Judgment reserved | |
| Judgment delivered |
7. Legal Issues
- Assessment of Reasonable Costs
- Outcome: The Court of Appeal clarified the principles for assessing 'reasonable costs' under Order 110 Rule 46 of the Rules of Court in the SICC, emphasizing the commercial consideration of ensuring a successful litigant is not unfairly out of pocket.
- Category: Procedural
- Sub-Issues:
- Interpretation of 'taxed if not agreed'
- Burden of proving reasonable costs
- Sufficiency of cost breakdown
- Discretion of court in assessing costs
- Minority Oppression
- Outcome: The court previously found Senda liable for minority oppression against Kiri.
- Category: Substantive
8. Remedies Sought
- Buyout Order
- Costs and 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 Ltd and others and another suit | Singapore International Commercial Court | Yes | [2018] 5 SLR 1 | Singapore | Decision on liability for minority oppression and the order for Senda to purchase Kiri's shares. |
| Senda International Capital Ltd v Kiri Industries Ltd and others and another appeal | Court of Appeal | Yes | [2019] 2 SLR 1 | Singapore | Upholds the decision on liability for minority oppression. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 3 SLR 215 | Singapore | First Valuation Judgment: Court adjudged the value of Kiri’s shareholding to be US$481.6m. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 5 SLR 1 | Singapore | Valuation Judgment |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 5 SLR 111 | Singapore | Valuation Judgment |
| Kiri Industries Ltd v Senda International Capital Ltd and another and other appeals | Court of Appeal | Yes | [2022] SGCA(I) 5 | Singapore | Kiri’s appeal against the Court’s decision on valuation was allowed in part while Senda’s appeal was dismissed. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2022] 3 SLR 174 | Singapore | The Costs Judgment is the subject of this appeal. |
| CBX and another v CBZ and others | Court of Appeal | Yes | [2022] 1 SLR 88 | Singapore | Assessment of costs should distinguish between costs for the period before the transfer to the SICC (“Pre-Transfer Costs”) and costs for the period after the transfer to the SICC (“Post-Transfer Costs”). |
| Lin Jian Wei v another v Lim Eng Hock Peter | Court of Appeal | Yes | [2011] 3 SLR 1052 | Singapore | Cited for the example of outrageously disproportionate costs. |
| Then Khek Koon and another v Arjun Permanand Samtani and another and other suits | High Court | Yes | [2014] 1 SLR 245 | Singapore | Test of reasonableness is an objective yardstick and will therefore be context-specific. |
| Maryani Sadeli v Arjun Permanand Samtani and another and other appeals | Court of Appeal | Yes | [2015] 1 SLR 496 | Singapore | The indemnity principle dictates that a successful litigant is to be indemnified by the unsuccessful party for the legal costs he has incurred. |
| Harold v Smith | Unknown | Yes | (1860) 157 ER 1229 | England and Wales | Costs as between party and party are given by the law as an indemnity to the person entitled to them. |
| R v Lord Chancellor Ex parte Child Poverty Action Group | Unknown | Yes | [1999] 1 WLR 347 | England and Wales | The indemnity principle ensures that a successful party is not prejudiced by having to assert its rights or to defend itself against the unsuccessful party in court proceedings. |
| Mohamed Amin bin Mohamed Taib and others v Lim Choon Thye and others | Court of Appeal | Yes | [2011] 2 SLR 343 | Singapore | If a solicitor expressly or impliedly agrees that he will not in any circumstances charge his client, then no costs are recoverable from the other party. |
| Lao Holdings NV v Government of the Lao People’s Democratic Republic and another matter | Singapore International Commercial Court | Yes | [2022] SGHC(I) 6 | Singapore | Where two cases are broadly similar, a party will not be able to claim a higher level of costs in its case, simply because it had been willing or able to incur more costs. |
| B2C2 Ltd v Quoine Pte Ltd | Court of Appeal | Yes | [2019] 5 SLR 28 | Singapore | Even in the SICC where access to justice concerns are superseded, there remains an overarching interest in directing litigants to pursue their proceedings in a reasonable and sensible manner. |
| Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd and others and another appeal | Court of Appeal | Yes | [2018] 1 SLR 180 | Singapore | Expert fees that the successful party seeks to claim from the unsuccessful party as disbursements, which are only recoverable where they have been “reasonably incurred”. |
| Britestone Pte Ltd v Smith & Associates Far East, Ltd | Court of Appeal | Yes | [2007] 4 SLR(R) 855 | Singapore | The relevant “fact in dispute” that a trial court must be satisfied of, before it awards the successful party its claimed costs under O 110 r 46(1), is that the successful party’s claimed costs are indeed “reasonable costs”. |
| Hong Leong Bank Bhd v Soh Seow Poh | Court of Appeal | Yes | [2009] 4 SLR(R) 525 | Singapore | Since the Court’s award of Post-Transfer Costs and part of the Expert Fees to Kiri is an exercise of its discretion, we can only interfere with the Court’s decision if one of the following grounds is present. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | The interpretation of a court order, like any other exercise in interpretation, is one of giving to the words used a meaning which those words can legitimately bear. |
| Gomba Holdings (UK) Ltd and others v Minories Finance Ltd and others (No 2) | Unknown | Yes | [1993] Ch 171 | England and Wales | The word “taxed” or “taxation” is no more than a description of any process by which the amount of recoverable costs and disbursements is judicially determined. |
13. Applicable Rules
| Rule Name |
|---|
| Order 22 r 3(1) of the SICC Rules 2021 |
| Order 22 r 3(2) of the SICC Rules 2021 |
| Order 22 r 2(3) of the SICC Rules 2021 |
| Order 22 r 2(4) of the SICC Rules 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Order 110 Rule 46 of the Rules of Court | Singapore |
| Legal Profession Act 1966 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Minority Oppression
- Reasonable Costs
- Singapore International Commercial Court
- SICC
- Costs Assessment
- Valuation Tranche
- Liability Tranche
- Pre-Transfer Costs
- Post-Transfer Costs
- Indemnity Principle
- Expert Fees
15.2 Keywords
- costs
- SICC
- minority oppression
- Singapore
- appeal
- reasonable costs
- Order 110
- Rules of Court
16. Subjects
- Civil Procedure
- Costs
- Commercial Litigation
- Minority Rights
17. Areas of Law
- Civil Procedure
- Costs
- Minority Oppression
- Commercial Law