Allianz Capital Partners GmbH v Goh Andress: Extended Fiona Trust Principle & Jurisdiction Clauses
The Appellate Division of the High Court of Singapore heard an appeal by Allianz Capital Partners GmbH, Singapore Branch (ACP-S) against Andress Goh regarding a dispute over an incentive plan. The court, presided over by Kannan Ramesh JAD and Debbie Ong Siew Ling JAD, allowed the appeal, finding that the exclusive jurisdiction clause in Ms. Goh's employment contract applied to the dispute arising from the Allianz Capital Partners Incentive Plan. The court accepted the Extended Fiona Trust Principle, holding that the dispute was subject to Singapore jurisdiction.
1. Case Overview
1.1 Court
Appellate Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court allows appeal, finding dispute over incentive plan subject to Singapore jurisdiction clause under Extended Fiona Trust Principle.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Allianz Capital Partners GmbH, Singapore Branch | Appellant, Plaintiff | Corporation | Appeal Allowed | Won | |
| Andress Goh | Respondent, Defendant | Individual | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the Appellate Division | Yes |
| Debbie Ong Siew Ling | Judge of the Appellate Division | No |
4. Counsels
4. Facts
- Ms. Goh was employed by ACP-S from May 2006 to December 2021.
- Ms. Goh's employment terms were in an Employment Contract and an Employee Handbook.
- The Employment Contract contained an exclusive jurisdiction clause (EJC) in favor of Singapore courts.
- Ms. Goh participated in the Allianz Capital Partners Incentive Plan (LTIP) from 2018 to 2020.
- The Plan Terms of the LTIP were governed by German law.
- Ms. Goh resigned in June 2021 and was classified as a 'Normal Leaver'.
- ACP-S commenced OS 1215 seeking declarations regarding Ms. Goh's leaver status.
5. Formal Citations
- Allianz Capital Partners GmbH, Singapore Branch v Goh Andress, Civil Appeal No 75 of 2022, [2023] SGHC(A) 18
6. Timeline
| Date | Event |
|---|---|
| Ms. Goh employed by ACP-S (and its predecessor entity). | |
| Employment Contract signed between Ms. Goh and ACP-S. | |
| Ms. Goh participated in the Allianz Capital Partners Incentive Plan for Indirect Private Equity Investments. | |
| Ms. Goh participated in the Allianz Capital Partners Incentive Plan for Indirect Private Equity Investments. | |
| Ms. Goh participated in the Allianz Capital Partners Incentive Plan for Indirect Private Equity Investments. | |
| Ms. Goh informed superiors of her intention to resign. | |
| ACP's Human Resources informed Ms. Goh she was deemed a “Normal Leaver”. | |
| Ms. Goh's employment with ACP-S ended. | |
| ACP-S commenced OS 1215. | |
| Assistant Registrar dismissed SUM 308. | |
| Judge allowed appeal in HC/RA 101/2022. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Applicability of Exclusive Jurisdiction Clause
- Outcome: The court held that the exclusive jurisdiction clause in the employment contract applied to disputes arising from the incentive plan.
- Category: Substantive
- Sub-Issues:
- Interpretation of 'any dispute' in jurisdiction clause
- Application of Extended Fiona Trust Principle
- Extended Fiona Trust Principle
- Outcome: The court accepted the Extended Fiona Trust Principle as a matter of Singapore law.
- Category: Substantive
- Sub-Issues:
- Interdependence of contracts
- Same subject matter
- Same parties
8. Remedies Sought
- Declarations regarding Ms. Goh's leaver status under the Employment Contract and LTIP
9. Cause of Actions
- Declaratory Relief
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
- Investment Management
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Allianz Capital Partners GmbH, Singapore Branch v Goh Andress | High Court | Yes | [2022] SGHC 266 | Singapore | Cited for the factual background of the appeal and the Judge's decision below. |
| Spiliada Maritime Corporation v Cansulex Ltd | House of Lords | Yes | [1987] AC 460 | England and Wales | Cited for the test to determine the more appropriate forum. |
| Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 1271 | Singapore | Cited for the standard of proof required to establish that a dispute falls within the scope of an exclusive jurisdiction clause. |
| Fiona Trust & Holding Corporation and others v Privalov and others | House of Lords | Yes | [2007] 4 All ER 951 | England and Wales | Cited for the principle that arbitration clauses should be construed broadly. |
| Larsen Oil and Gas Pte Ltd v Petroprod Ltd (in official liquidation in the Cayman Islands and in compulsory liquidation in Singapore) | Court of Appeal | Yes | [2011] 3 SLR 414 | Singapore | Cited for adopting the Fiona Trust presumption. |
| Bunge SA and another v Shrikant Bhasi and other appeals | Court of Appeal | Yes | [2020] 2 SLR 1223 | Singapore | Cited for endorsing the application of the Fiona Trust presumption to the interpretation of jurisdiction clauses. |
| Trisuryo Garuda Nusa Pte Ltd v SKP Pradiksi (North) Sdn Bhd and another and another appeal | Court of Appeal | Yes | [2017] 2 SLR 814 | Singapore | Cited for applying the Fiona Trust presumption in the context of a multi-contract dispute and setting out the principles for when an exclusive jurisdiction clause may be disregarded. |
| AmTrust Europe Ltd v Trust Risk Group SpA | English Court of Appeal | Yes | [2016] 1 All ER (Comm) 325 | England and Wales | Cited for explaining that the Fiona Trust presumption remains a useful starting point in multi-contract scenarios. |
| Altera Absolute Global Master Fund v Sapinda Invest SARL | English High Court | Yes | [2018] 1 All ER (Comm) 71 | England and Wales | Cited as an example of a case where the English courts utilized the Fiona Trust presumption to construe a jurisdiction clause in one contract as applying to disputes arising out of another contract. |
| Etihad Airways PJSC v Flöther | Unknown | Yes | [2020] 2 WLR 333 | Unknown | Cited as an example of a case where the English courts utilized the Fiona Trust presumption to construe a jurisdiction clause in one contract as applying to disputes arising out of another contract. |
| Terre Neuve SARL (a company incorporated in France) and others v Yewdale Ltd and others | English High Court | Yes | [2020] EWHC 772 (Comm) | England and Wales | Cited for formulating the Extended Fiona Trust Principle. |
| International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd and another | Unknown | Yes | [2014] 1 SLR 130 | Singapore | Cited as a case that did not involve an application of the Principle. |
| Econ Piling Pte Ltd v NCC International AB | High Court | Yes | [2007] SGHC 17 | Singapore | Cited as a case that did not involve an application of the Principle. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the approach to contractual interpretation. |
| TMT Co Ltd v The Royal Bank of Scotland plc (trading as RBS Greenwich Futures) and others | Unknown | Yes | [2018] 3 SLR 70 | Singapore | Cited for the principle that a local branch office is considered an extension of its foreign parent company, and not a separate legal entity. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Unknown | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited for the principle that the effect of an entire agreement clause is ultimately a matter of construction. |
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
- Exclusive Jurisdiction Clause
- Extended Fiona Trust Principle
- Incentive Plan
- Leaver Status
- Employment Contract
- Plan Terms
- Good Leaver
- Normal Leaver
- Bad Leaver
- Interdependent Agreements
15.2 Keywords
- jurisdiction clause
- fiona trust
- incentive plan
- employment contract
- singapore
- german law
- normal leaver
- good leaver
- bad leaver
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Conflict of Laws | 80 |
| Jurisdiction | 75 |
| Contract Law | 65 |
| Contractual Interpretation | 60 |
| Breach of Contract | 50 |
| Arbitration | 30 |
16. Subjects
- Jurisdiction
- Contract Law
- Employment Law
- Conflict of Laws