Kiri Industries v DyStar: Breach of Contract, Res Judicata & Certainty of Terms

Kiri Industries Limited appealed against the decision of the Singapore International Commercial Court (SICC) in SIC/S 7/2020, concerning a counterclaim against DyStar Global Holdings (Singapore) Pte Ltd for breach of contract. The dispute arose from a joint venture to acquire the DyStar Group. The Court of Appeal dismissed Kiri's appeal, finding that DyStar did not breach the contract. DyStar's appeal was also dismissed.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding breach of contract and res judicata. The court dismissed the appeal, finding no breach of contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Kiri Industries LimitedAppellant, RespondentCorporationAppeal DismissedLost
DyStar Global Holdings (Singapore) Pte LtdRespondent, Appellant, PlaintiffCorporationAppeal DismissedNeutral
Manishkumar Pravinchandra KiriDefendantIndividualNo specific outcomeNeutral

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJustice of the Court of AppealYes
Robert FrenchInternational JudgeNo
Jonathan ManceInternational JudgeNo

4. Counsels

Counsel NameOrganization
Dhillon Dinesh SinghAllen & Gledhill LLP
Loong Tse ChuanAllen & Gledhill LLP
Dhivya Rajendra NaiduAllen & Gledhill LLP
Chee Yi Wen SereneAllen & Gledhill LLP
Jung SolAllen & Gledhill LLP
Margaret Joan Ling Wei WeiAllen & Gledhill LLP
Jimmy Yim Wing KuenDrew & Napier LLC
Chloe Shobhana AjitDrew & Napier LLC
Lee Soong Yan, KevinDrew & Napier LLC
Eunice Lau Guan TingDrew & Napier LLC
Lim Joe JeeDrew & Napier LLC

4. Facts

  1. Kiri and Longsheng formed a joint venture, LSK, to acquire the DyStar Group.
  2. DyStar was incorporated as the vehicle for acquiring the DyStar Group.
  3. Kiri and Longsheng entered into a share subscription and shareholders agreement (SSSA).
  4. Disputes arose between Senda (Longsheng's subsidiary) and Kiri.
  5. Kiri alleged that Senda engaged in commercially unfair conduct by reducing DyStar's purchases of Kiri's products.
  6. DyStar reduced its purchases of finished dyes from Kiri starting in 2012.
  7. DyStar cited quality issues and Kiri's financial difficulties as reasons for reducing purchases.
  8. DyStar argued that there was an implied understanding to build up LSK as a supplier of reactive dyes to DyStar.
  9. DyStar placed the 503mt Order with Kiri, but Kiri sought price revisions and further orders as a condition for delivery.
  10. DyStar concluded that Kiri was an unreliable supplier due to its handling of the 503mt Order.

5. Formal Citations

  1. Kiri Industries Ltd v DyStar Global Holdings (Singapore) Pte Ltd and another appeal, Civil Appeal Nos 57 and 58 of 2021, [2023] SGCA(I) 3

6. Timeline

DateEvent
Kiri and Longsheng established a joint venture company in India called Lonsen Kiri Chemical Industries Ltd (LSK).
Kiri saw an opportunity to expand its business by acquiring the DyStar Group.
Share subscription and shareholders agreement (SSSA) executed.
WPL transferred the convertible bond to Senda International Capital Ltd (Senda).
Kiri commenced an action against Senda for minority oppression in its conduct of DyStar’s affairs (SIC/S 4/2017).
DyStar commenced an action against Kiri for breach of the non-compete and non-solicitation clauses in the SSSA (SIC/S 3/2017).
DyStar commenced SIC 7 against Kiri for further breaches of the non-compete and non-solicitation clauses of the SSSA.
Hearing of appeals CA 57 and CA 58.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that DyStar did not breach the contract.
    • Category: Substantive
    • Sub-Issues:
      • Failure to perform condition precedent
      • Improper termination
      • Failure to provide reasonable opportunity to quote prices
  2. Res Judicata
    • Outcome: The court held that Kiri's counterclaim was not barred by issue estoppel or the doctrine of abuse of process.
    • Category: Procedural
    • Sub-Issues:
      • Issue estoppel
      • Extended doctrine of res judicata
      • Abuse of process
  3. Certainty of Terms
    • Outcome: The court held that clause 7.2 of the SSSA was not too uncertain to be enforceable.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Declaratory Judgment

9. Cause of Actions

  • Breach of Contract
  • Minority Oppression

10. Practice Areas

  • Commercial Litigation
  • International Commercial Law

11. Industries

  • Chemicals
  • Manufacturing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suitSingapore International Commercial CourtYes[2018] 5 SLR 1SingaporeCited for the SICC's observation that the value of DyStar’s purchases from Kiri had fallen significantly since 2012, but the evidence was insufficient to support a finding that the decline was due to oppressive conduct on the part of Senda.
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and anotherSingapore International Commercial CourtYes[2022] 3 SLR 1SingaporeCited for the Judge's rejection of all of DyStar’s preliminary legal objections to Kiri’s counterclaim.
Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore LtdCourt of AppealYes[2009] 4 SLR(R) 1101SingaporeCited for the principle that findings of fact by a first instance judge will not be overturned unless plainly wrong or against the weight of the evidence.
PT Bayan Resources TBK and another v BCBC Singapore Pte Ltd and anotherCourt of AppealYes[2019] 1 SLR 30SingaporeCited for the principle that where an issue is squarely and properly placed before the court, the court ought to decide it.
Goh Nellie v Goh Lian Teck and othersCourt of AppealYes[2007] 1 SLR(R) 453SingaporeCited for the requirements to establish an issue estoppel.
Lim Geok Lin Andy v Yap Jin Meng Bryan and another appealCourt of AppealYes[2017] 2 SLR 760SingaporeCited for the principle that the question of whether a counterclaim would have been barred by the doctrine of abuse of process is one involving the Judge in an evaluative exercise akin to the exercise of discretion.
Senda International Capital Ltd v Kiri Industries Ltd and others and another appealCourt of AppealYes[2019] 2 SLR 1SingaporeCited for the principle that on appeal, evaluative decisions are treated by the appellate court in the same way as a first instance exercise of discretion.
Gardner Smith (SE Asia) Pte Ltd v Jee Woo Trading Pte LtdCourt of AppealYes[1998] 1 SLR(R) 950SingaporeCited for the principle that where the parties have entered into what they believe to be a binding agreement, the court endeavours to give effect to it rather than strike it down by holding that the agreement is void for uncertainty.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Preferred supplier
  • Finished dyes
  • Reactive dyes
  • Direct dyes
  • 503mt Order
  • LSK Strategy
  • Supply reliability
  • SSSA
  • Commercial interests
  • Minority oppression

15.2 Keywords

  • Contract
  • Breach
  • DyStar
  • Kiri
  • Res Judicata
  • Textile
  • Dyes
  • Singapore
  • Commercial
  • Litigation

17. Areas of Law

Area NameRelevance Score
Issue Estoppel90
Contract Law80
Breach of Contract75
Extended doctrine of res judicata70
Estoppel60
Commercial Disputes50
Certainty of terms40
Formation of contract40
Shareholders Agreement30
Company Law30

16. Subjects

  • Contract Law
  • Commercial Law
  • International Trade
  • Joint Ventures