Allianz Capital Partners GmbH v Goh Andress: Forum Non Conveniens & Exclusive Jurisdiction Clause

In Allianz Capital Partners GmbH, Singapore Branch v Goh Andress, the High Court of Singapore allowed the defendant's appeal and granted a stay of proceedings, finding that Germany was the more appropriate forum. The dispute concerned the defendant's entitlements under the Allianz Capital Partners Incentive Plan after her resignation. The court held that the dispute arose from the Long Term Incentive Plan (LTIP), not the Employment Contract, and that the exclusive jurisdiction clause in the Employment Contract did not apply. The court considered factors such as the location of witnesses, the applicable law (German law), and the administration of the Incentive Plan.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court grants stay of proceedings in favor of Germany, finding the dispute arises from the LTIP, not the Employment Contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Allianz Capital Partners GmbH, Singapore BranchPlaintiffCorporationAppeal DismissedLost
Goh AndressDefendant, RespondentIndividualAppeal AllowedWon

3. Judges

Judge NameTitleDelivered Judgment
See Kee OonJudgeYes

4. Counsels

Counsel NameOrganization
Christopher James de SouzaLee & Lee
Lee Junting BasilLee & Lee
Yan ChongshuoLee & Lee
Pillai Pradeep GPRP Law LLC
Simren Kaur SandhuPRP Law LLC
Wong Shi Rui JonasPRP Law LLC

4. Facts

  1. The defendant was employed by the plaintiff from May 2006 to December 2021.
  2. The defendant resigned from her employment on 18 June 2021.
  3. The defendant participated in the Allianz Capital Partners Incentive Plan for Indirect Private Equity Investments.
  4. The defendant was granted Incentive Awards for the Vintage Years 2018, 2019, and 2020.
  5. The plaintiff determined that the defendant was a Normal Leaver under the LTIP.
  6. The defendant disputed her classification as a Normal Leaver and claimed she should be considered a Good Leaver.
  7. The LTIP contains a choice of law clause specifying that it is governed by German law.

5. Formal Citations

  1. Allianz Capital Partners GmbH, Singapore Branch v Goh Andress, Originating Summons No 1215 of 2021 (Registrar’s Appeal No 101 of 2022), [2022] SGHC 266

6. Timeline

DateEvent
Defendant employed by plaintiff (and its predecessor entity).
Employment contract signed.
Defendant selected to participate in the Incentive Plan.
Defendant selected to participate in the Incentive Plan.
Defendant selected to participate in the Incentive Plan.
Defendant resigned from employment.
Defendant's German counsel requested review of Good Leaver status.
Plaintiff filed OS 1215.
Assistant Registrar dismissed SUM 308.
Appeal allowed.
Judgment issued.

7. Legal Issues

  1. Forum Non Conveniens
    • Outcome: The court held that Germany was the more appropriate forum for the dispute.
    • Category: Procedural
    • Related Cases:
      • [1987] AC 460
  2. Exclusive Jurisdiction Clause
    • Outcome: The court held that the exclusive jurisdiction clause in the Employment Contract did not apply to the dispute arising from the LTIP.
    • Category: Procedural
  3. Interpretation of Contractual Terms
    • Outcome: The court interpreted the term 'retirement' within the context of the LTIP.
    • Category: Substantive
  4. Exercise of Contractual Discretion
    • Outcome: The court considered the exercise of discretion by the ACP Management Board and ACP Compensation Committee in determining the defendant's Leaver status.
    • Category: Substantive

8. Remedies Sought

  1. Declarations regarding the defendant's leaver status under the LTIP
  2. Stay of Proceedings

9. Cause of Actions

  • Declaratory Relief
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Dispute Resolution

11. Industries

  • Financial Services
  • Insurance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading LtdCourt of AppealYes[2018] 2 SLR 1271SingaporeCited for the principle that the party seeking to rely on an exclusive jurisdiction clause bears the burden of showing a good arguable case that the clause exists and governs the dispute.
Bunge SA and another v Shrikant Bhasi and other appealsCourt of AppealYes[2020] 2 SLR 1223SingaporeCited for the principle that jurisdiction clauses should be given a broad or generous interpretation.
Fiona Trust & Holding Corporation and others v Privalov and othersHouse of LordsYes[2007] 4 All ER 951EnglandCited for the principle that rational businessmen are likely to have intended that all questions arising out of their relationship be submitted to the same forum.
Altera Absolute Global Master Fund v Sapinda Invest SARLN/AYes[2018] 1 All ER (Comm) 71EnglandCited to distinguish the present case, regarding the interdependence of contracts in the context of jurisdiction clauses.
Etihad Airways PJSC v FlötherN/AYes[2020] 2 WLR 333EnglandCited to distinguish the present case, regarding the interdependence of contracts in the context of jurisdiction clauses.
Terre Neuve SARL (a company incorporated in France) and others v Yewdale Ltd and othersN/AYes[2020] EWHC 772 (Comm)EnglandCited for guidance on when a jurisdiction agreement in one contract may extend to a claim made under another contract.
Spiliada Maritime Corporation v Cansulex LtdHouse of LordsYes[1987] AC 460EnglandCited for the two-stage Spiliada test for determining forum non conveniens.
Rickshaw Investments Ltd v Nicolai Baron von UexkullN/AYes[2007] 1 SLR(R) 377SingaporeCited for the two-stage Spiliada test for determining forum non conveniens.
Rappo, Tania v Accent Delight International Ltd and another and another appealN/AYes[2017] 2 SLR 265SingaporeCited for factors to consider in determining whether a foreign forum is more appropriate.
JIO Minerals FZC and others v Mineral Enterprises LtdCourt of AppealYes[2011] 1 SLR 391SingaporeCited for principles regarding the availability and compellability of witnesses in forum non conveniens analysis.
Yeoh Poh San and another v Won Siok WanHigh CourtYes[2002] SGHC 196SingaporeCited for the principle that the court can form a prima facie view on the governing law in a stay application.
CIMB Bank Bhd v Dresdner Kleinwort LtdCourt of AppealYes[2008] 4 SLR(R) 543SingaporeCited for the principle that the applicable law is a relevant factor in forum non conveniens analysis.
Ivanishvili, Bidzina and others v Credit Suisse Trust LtdCourt of AppealYes[2020] 2 SLR 638SingaporeCited for the principle that the governing law of the relationship between the parties is a significant consideration where it arises from choice of law clauses.
TMT Co Ltd v The Royal Bank of Scotland plc (trading as RBS Greenwich Futures) and othersN/AYes[2018] 3 SLR 70SingaporeCited to support that a local branch office is considered an extension of its foreign parent company and is not to be considered a separate legal entity

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R 5, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Long Term Incentive Plan
  • LTIP
  • Good Leaver
  • Normal Leaver
  • Incentive Award
  • Retirement
  • Exclusive Jurisdiction Clause
  • Forum Non Conveniens
  • Spiliada Test
  • Choice of Law Clause

15.2 Keywords

  • forum non conveniens
  • exclusive jurisdiction clause
  • employment contract
  • incentive plan
  • German law
  • Singapore law
  • stay of proceedings

17. Areas of Law

Area NameRelevance Score
Conflict of Laws80
Jurisdiction75
Forum Non Conveniens70
International Law60
Contract Law50
Civil Procedure40

16. Subjects

  • Conflict of Laws
  • Contract Law
  • Civil Procedure
  • Employment Law