UD Trading Group v TA Private Capital: Leave to Appeal Stay of Proceedings

UD Trading Group Holding Pte Ltd (UDTG) applied for leave to appeal against a High Court Judge's decision to stay HC/S 624/2020 pending legal proceedings in Ontario, Canada. The plaintiffs, TA Private Capital Security Agent Limited and Transasia Private Capital Limited, brought an action against UDTG on a corporate guarantee. The Appellate Division of the High Court dismissed UDTG's application, finding no prima facie error of law. The court ordered UDTG to pay costs to the plaintiffs.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Application dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

UD Trading Group's application for leave to appeal the stay of proceedings was dismissed. The court found no prima facie error of law.

1.7 Decision Date

2 February 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
TA Private Capital Security Agent Limited	Respondent	Corporation	Won	Won	Bazul Ashhab of Oon & Bazul LLP Nicholas Chang of Oon & Bazul LLP Jerald Foo of Oon & Bazul LLP
TransAsia Private Capital Limited	Respondent	Corporation	Won	Won	Bazul Ashhab of Oon & Bazul LLP Nicholas Chang of Oon & Bazul LLP Jerald Foo of Oon & Bazul LLP
UD Trading Group Holding Pte Ltd	Applicant	Corporation	Application dismissed	Lost	Chooi Jing Yen of Eugene Thuraisingam LLP Eugene Thuraisingam of Eugene Thuraisingam LLP Hamza Malik of Eugene Thuraisingam LLP

3. Judges

Judge Name	Title	Delivered Judgment
Woo Bih Li	Judge of the Appellate Division	Yes
Chua Lee Ming	Judge of the High Court	No

4. Counsels

Counsel Name	Organization
Bazul Ashhab	Oon & Bazul LLP
Nicholas Chang	Oon & Bazul LLP
Jerald Foo	Oon & Bazul LLP
Chooi Jing Yen	Eugene Thuraisingam LLP
Eugene Thuraisingam	Eugene Thuraisingam LLP
Hamza Malik	Eugene Thuraisingam LLP

4. Facts

UDTG applied for leave to appeal against the decision of a High Court Judge in respect of an application for a stay of HC/S 624/2020.
Suit 624 is an action brought by the TAP plaintiffs against UDTG on a corporate guarantee.
The CG was initially issued by UDTG to Rutmet to guarantee the liabilities owed to Rutmet by various companies related to UDTG.
Rutmet’s rights under the CG were then purportedly assigned by Rutmet to the TAP plaintiffs.
UDTG applied to stay Suit 624 pending two proceedings in Ontario, Canada.
UDTG raised another reason for the stay, that is, the Rutmet Amended Claim (in the Rutmet Ontario Action).

5. Formal Citations

UD Trading Group Holding Pte Ltd v TA Private Capital Security Agent Limited and another, Originating Summons No 51 of 2021, [2022] SGHC(A) 3

6. Timeline

Date	Event
2020-02-13	TAP plaintiffs commenced application for appointment of receiver vis-à-vis Rutmet in Ontario, Canada
2020-03-11	Ontario court made interim order for Rutmet to supply certain documents to TAP plaintiffs
2020-07-09	TAP plaintiffs commenced Suit 624 against UDTG
2020-08-12	UDTG filed action in Ontario claiming no liability to TAP plaintiffs
2020-08-18	UDTG applied to stay Suit 624 pending proceedings in Ontario, Canada
2020-09-03	UDTG applied for an anti-suit injunction in its Ontario Action
2020-09-22	TAP plaintiffs filed a cross-motion in Ontario for a permanent stay of the UDTG Ontario Action
2020-11-23	TAP plaintiffs filed a Notice of Abandonment of the Ontario Receivership Application
2020-12-14	Rutmet filed an action in Ontario against the TAP plaintiffs
2021-03-17	Ontario court dismissed UDTG’s application for the ASI against the TAP plaintiffs and granted their cross-motion for a permanent stay of the UDTG Ontario Action
2021-04-06	UDTG filed a motion to stay the decision for a permanent stay and sought an expedited appeal against that decision
2021-04-24	Ontario Court of Appeal dismissed UDTG’s application for a stay and for an expedited appeal
2021-05-11	Assistant Registrar dismissed SUM 3537
2021-05-24	UDTG filed RA 138
2021-06-08	Rutmet’s material suppliers commenced civil suits against Rutmet in Ontario
2021-06-28	Rutmet amended its statement of claim in the Rutmet Ontario Action
2021-07-02	Rutmet filed HC/SUM 3114/2021 in Suit 624 for leave to discontinue or stay the suit
2021-07-13	Gilmore J dismissed EDC’s application for a stay because the Ontario court had previously ruled that the issue of receivables should not be litigated in Canada but in Singapore
2021-08-19	AR granted Rutmet leave to discontinue Suit 624 as the third plaintiff but required Rutmet to be the second defendant therein
2021-10-11	Rutmet filed HC/SUM 4702/2021 to stay Suit 624 again
2021-10-11	Judge heard RA 138
2021-10-14	Judge heard RA 138 and dismissed UDTG’s appeal
2021-11-11	UDTG filed the present application for leave to appeal against the Judge’s decision
2021-11-22	Hearing date
2021-11-16	AR heard SUM 4702
2022-02-03	Judgment date
2021-12-10	AR issued his decision to dismiss the application

7. Legal Issues

Stay of Proceedings
- Outcome: Application for stay dismissed.
- Category: Procedural
- Sub-Issues:
  - Multiplicity of proceedings
  - Forum non conveniens
Leave to Appeal
- Outcome: Leave to appeal was denied.
- Category: Procedural
- Sub-Issues:
  - Prima facie case of error
  - Question of general principle
  - Question of public importance

8. Remedies Sought

Stay of Proceedings
Leave to Appeal

9. Cause of Actions

Breach of Corporate Guarantee

10. Practice Areas

Commercial Litigation

11. Industries

Finance
Legal

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Hwa Aik Engineering Pte Ltd v Munshi Mohammad Faiz and another	Court of Appeal	Yes	[2021] 1 SLR 1288	Singapore	Cited for the three grounds for granting leave to appeal: prima facie case of error, a question of general principle decided for the first time, or a question of importance upon which further argument and a decision of a higher tribunal would be to the public advantage.
Engine Holdings Asia Pte Ltd v JTrust Asia Pte Ltd	High Court	No	[2021] SGHC(A) 14	Singapore	Left open the question of whether, in exceptional circumstances, leave to appeal may be granted if there is an error of fact which is obvious from the record.
Chan Chin Cheung v Chan Fatt Cheung and others	Court of Appeal	Yes	[2010] 1 SLR 1192	Singapore	Cited for the principle that the grant of a limited stay order pending the conclusion of other proceedings does not strictly require the application of forum non conveniens principles.
BNP Paribas Wealth Management v Jacob Agam and Ruth Agam and another	Singapore International Commercial Court	Yes	[2017] 3 SLR 27	Singapore	Cited for the explanation that the grant of a case management stay is a discretionary exercise of the court’s case management powers and the non-exhaustive factors as relevant when considering such a case management stay.
IW v IX	Court of Appeal	Yes	[2006] 1 SLR(R) 135	Singapore	Cited for the principle that the test of prima facie case of error would not be satisfied by the assertion that the judge had reached the wrong conclusion on the evidence.
TA Private Capital Security Agent Limited & another v UD Trading Group Holding Pte Ltd & another	Singapore High Court	No	[2021] SGHCR 10	Singapore	Cited for the decision to dismiss the application for a stay of Suit 624.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Supreme Court of Judicature Act	Singapore
Supreme Court of Judicature Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Corporate Guarantee
Stay of Proceedings
Leave to Appeal
Forum Non Conveniens
Case Management Stay
Prima Facie Error
Rutmet Ontario Action
Assignment of CG

15.2 Keywords

Civil Procedure
Appeals
Stay of Proceedings
Leave to Appeal
Singapore
Corporate Guarantee

17. Areas of Law

Area Name	Relevance Score
Civil Procedure	75
Case Management Stay	65
Appellate Practice	60
Jurisdiction	50
Anti-suit injunction	40
Arbitration	30
Breach of Contract	25
Contract Law	25
Commercial Law	20

16. Subjects

Civil Procedure
Appeals
Forum Non Conveniens
Case Management