Vibrant Group Ltd v Tong Chi Ho: Forum Non Conveniens & Service Out of Jurisdiction
In Vibrant Group Ltd v Tong Chi Ho, the High Court of Singapore dismissed an application by the 2nd Defendant, Peng Yuguo, to set aside orders granting Vibrant Group Ltd leave to serve its Writ of Summons and Statement of Claim out of jurisdiction and for a stay of proceedings based on forum non conveniens. The Plaintiff, Vibrant Group Ltd, claimed fraudulent and negligent misrepresentation against the Defendants, including Tong Chi Ho and Findex (Aust) Pty Ltd, related to the acquisition of Blackgold International Holdings Pty Ltd. The court found that Singapore was the proper forum for the trial, considering factors such as the location of key witnesses, the place of the tort, the applicable law, and the location of damages suffered.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application dismissed in its entirety.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismisses application to set aside service orders and stay proceedings in a misrepresentation claim, finding Singapore the proper forum.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Vibrant Group Ltd | Plaintiff | Corporation | Application dismissed | Lost | Justin Ee, Timothy Yong, Terence Yeo |
| Tong Chi Ho | Defendant | Individual | Neutral | Neutral | |
| Peng Yuguo | Defendant | Individual | Application dismissed | Lost | Mark Cham, Matthew Tan |
| Findex (Aust) Pty Ltd | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Justin Yeo | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Justin Ee | TSMP Law Corporation |
| Timothy Yong | TSMP Law Corporation |
| Terence Yeo | TSMP Law Corporation |
| Mark Cham | Aquinas Law Alliance LLP |
| Matthew Tan | Aquinas Law Alliance LLP |
4. Facts
- Vibrant Group Ltd sought to acquire Blackgold International Holdings Pty Ltd.
- Peng Yuguo was the Executive Director and Chief Executive Officer of Blackgold.
- Vibrant Group claimed Peng Yuguo made misrepresentations to induce the acquisition.
- A Scheme Implementation Deed was signed between Vibrant Group and Blackgold.
- Vibrant Group discovered falsification of Blackgold Group’s financial information after the acquisition.
- Peng Yuguo sought to set aside orders granting Vibrant Group leave to serve its claim out of jurisdiction.
- Peng Yuguo argued for a stay of proceedings based on forum non conveniens.
5. Formal Citations
- Vibrant Group Ltd v Tong Chi Ho and others, , [2022] SGHCR 4
6. Timeline
| Date | Event |
|---|---|
| Plaintiff subscribed for Blackgold shares through the Plaintiff’s wholly owned subsidiary. | |
| Plaintiff subscribed for Blackgold shares through the Plaintiff’s wholly owned subsidiary. | |
| Review process of Blackgold's financial position began. | |
| Review process of Blackgold's financial position ended. | |
| Finance Team travelled to Blackgold Group’s headquarters in Chongqing. | |
| Plaintiff and Blackgold entered a Scheme Implementation Deed. | |
| Scheme Meeting was held in Perth, Australia. | |
| Acquisition was completed. | |
| 2nd Defendant was placed on leave. | |
| 2nd Defendant resigned as the Chief Executive Officer of Blackgold Group. | |
| Plaintiff commenced the present suit. | |
| Plaintiff obtained leave of Court to serve the Writ of Summons and Statement of Claim on the 2nd Defendant in the PRC. | |
| Plaintiff obtained leave of Court to serve its amended Writ of Summons and Statement of Claim on the 2nd Defendant in the PRC. | |
| 2nd Defendant was served with the original Writ of Summons and Statement of Claim. | |
| 2nd Defendant was served with the amended versions of Writ of Summons and Statement of Claim. | |
| 2nd Defendant filed the present application to contest the jurisdiction of the Singapore Courts. | |
| Hearing of the application. | |
| Judgment was delivered. |
7. Legal Issues
- Jurisdiction
- Outcome: The court found that the requirements for valid service out of jurisdiction were met and that Singapore was the proper forum.
- Category: Jurisdictional
- Sub-Issues:
- Service out of jurisdiction
- Forum non conveniens
- Related Cases:
- [2014] 4 SLR 500
- [2020] 1 SLR 226
- [2021] 1 SLR 342
- Full and Frank Disclosure
- Outcome: The court found that the Plaintiff failed to disclose a material fact (the LOU) but declined to set aside the Leave Orders.
- Category: Procedural
- Related Cases:
- [2008] 4 SLR(R) 994
8. Remedies Sought
- Setting aside Leave Orders
- Stay of Proceedings
9. Cause of Actions
- Fraudulent Misrepresentation
- Negligent Misrepresentation
10. Practice Areas
- Litigation
- International Law
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Zoom Communications Ltd v Broadcast Solutions Pte Ltd | High Court | Yes | [2014] 4 SLR 500 | Singapore | Cited for the requirements for valid service out of jurisdiction. |
| Oro Negro Drilling Pte Ltd and others v Integradora de Servicios Petroleros Oro Negro SAPI de CV | Court of Appeal | Yes | [2020] 1 SLR 226 | Singapore | Cited for the requirements for valid service out of jurisdiction. |
| Recovery Vehicle 1 Pte Ltd v Industries Chimiques Du Senegal | High Court | Yes | [2021] 1 SLR 342 | Singapore | Cited for the requirements for valid service out of jurisdiction. |
| MAN Diesel & Turbo SE v IM Skaugen SE | Court of Appeal | Yes | [2020] 1 SLR 327 | Singapore | Cited for the standard of 'good arguable case'. |
| Shanghai Turbo Enterprises v Liu Ming | High Court | Yes | [2019] 1 SLR 779 | Singapore | Cited for the principle that the Court should not delve into contested factual issues when determining whether the Plaintiff has a 'good arguable case'. |
| Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 1271 | Singapore | Cited for the principle that the Court should not delve into contested factual issues when determining whether the Plaintiff has a 'good arguable case'. |
| Goldring, Timothy Nicholas v Public Prosecutor | High Court | Yes | [2015] 4 SLR 742 | Singapore | Cited for the principle that a clause purporting to exclude liability for fraud would be void for being against public policy. |
| CLM v CLN and others | High Court | Yes | [2022] SGHC 46 | Singapore | Cited for the definition of 'proper party'. |
| Bradley Lomas Electrolok Ltd v Colt Ventilation East Asia Pte Ltd | High Court | Yes | [1999] 3 SLR(R) 1156 | Singapore | Cited for the requirements to establish jurisdiction under O 11 r 1(f)(i) of the Rules of Court. |
| Ma Hongjin v Sim Eng Tong | High Court | Yes | [2021] SGHC 84 | Singapore | Cited for the elements of the torts of fraudulent misrepresentation and negligent misrepresentation. |
| Nippon Catalyst Pte Ltd v PT Trans-Pacific Petrochemical Indotama | High Court | Yes | [2018] SGHC 126 | Singapore | Cited for the principle that it suffices if some significant damage is suffered in Singapore under O 11 r 1(f)(ii) of the Rules of Court. |
| IM Skaugen SE v MAN Diesel & Turbo SE | High Court | Yes | [2018] SGHC 123 | Singapore | Cited for the principles in determining the place of the cause of action for the torts of fraudulent or negligent misrepresentation. |
| JIO Minerals FZC and others v Mineral Enterprises Ltd | High Court | Yes | [2011] 1 SLR 391 | Singapore | Cited for the principles in determining the place of the cause of action for the torts of fraudulent or negligent misrepresentation. |
| Rickshaw Investments Ltd v Nicolai Baron von Uexkull | High Court | Yes | [2007] 1 SLR(R) 377 | Singapore | Cited for the principle that the place of the torts is the natural forum for determining these claims. |
| Spiliada Maritime Corporation v Cansulex Ltd | House of Lords | Yes | [1987] AC 460 | United Kingdom | Cited for the two-stage test in determining a stay on the grounds of forum non conveniens. |
| Rappo, Tania v Accent Delight International Ltd | Court of Appeal | Yes | [2017] 2 SLR 265 | Singapore | Cited for the connecting factors in determining whether there is some other available forum that is more appropriate for the case to be tried. |
| The “Vasiliy Golovnin” | Court of Appeal | Yes | [2008] 4 SLR(R) 994 | Singapore | Cited for the duty to make full and frank disclosure of all matters within his knowledge which might be material to the matter in an ex parte application. |
| Australian Securities and Investments Commission (ASIC) v Rich | Supreme Court of New South Wales | Yes | [2004] NSWSC 467 | Australia | Cited regarding the compellability of witnesses under Australian law. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Service out of jurisdiction
- Forum non conveniens
- Letter of Undertaking
- Fraudulent misrepresentation
- Negligent misrepresentation
- Scheme of arrangement
- Leave Orders
15.2 Keywords
- Jurisdiction
- Service out of jurisdiction
- Forum non conveniens
- Misrepresentation
- Singapore court
- Civil litigation
16. Subjects
- Civil Procedure
- Conflict of Laws
- Jurisdiction
17. Areas of Law
- Conflict of Laws
- Civil Procedure
- Jurisdiction
- Forum Non Conveniens