Kiri Industries Ltd v Senda International Capital Ltd: Valuation of Shares in Oppression Case
In Kiri Industries Ltd v Senda International Capital Ltd and DyStar Global Holdings (Singapore) Pte Ltd, the Singapore International Commercial Court addressed the valuation of Kiri Industries Ltd's shareholding in DyStar Global Holdings (Singapore) Pte Ltd, following a prior finding of oppressive conduct by Senda International Capital Ltd. The key issue was determining the quantity of infringing products produced by Zhejiang Longsheng Group Co, Ltd, for the purpose of calculating a notional license fee. The court determined the annual tonnage of related products produced by Longsheng to be 56,750 tonnes, with 53,550 tonnes used for the notional license fee calculation.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL COURT1.2 Outcome
Quantity of infringing products produced by Longsheng determined to be 56,750 tonnes annually, with 53,550 tonnes used for notional license fee calculation.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Valuation dispute in oppression case. Court determines quantity of infringing products for notional license fee calculation.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| Kiri Industries Ltd | Plaintiff | Corporation | Favorable determination of infringing product quantity | Partial | |
| Senda International Capital Ltd | Defendant | Corporation | Unfavorable determination of infringing product quantity | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the Appellate Division | Yes |
| Roger Giles | International Judge | No |
| Anselmo Reyes | International Judge | No |
4. Counsels
4. Facts
- Senda was found to have engaged in oppressive conduct against Kiri.
- Senda was ordered to purchase Kiri’s 37.57% shareholding in DyStar.
- The valuation date for the shareholding was set as 3 July 2018.
- The key issue was determining the quantity of infringing products produced by Longsheng.
- Senda failed to give adequate discovery on the quantity of related products.
- Kiri urged the court to apply the principle in Armory v Delamirie.
- Court determined the annual tonnage of related products produced by Longsheng to be 56,750 tonnes.
5. Formal Citations
- Kiri Industries Ltd v Senda International Capital Ltd and another, Suit No 4 of 2017, [2023] SGHC(I) 3
6. Timeline
| Date | Event |
|---|---|
| Valuation date for DyStar shareholding | |
| Judgment reserved | |
| Judgment reserved | |
| Judgment delivered |
7. Legal Issues
- Valuation of Shares in Oppression Case
- Outcome: Court determined the annual tonnage of related products produced by Longsheng to be 56,750 tonnes, with 53,550 tonnes used for notional license fee calculation.
- Category: Substantive
- Sub-Issues:
- Determination of notional license fee
- Assessment of infringing product quantity
- Admissibility and Weight of Expert Evidence
- Outcome: Court rejected expert opinions based on unsupported data and inconsistent assumptions.
- Category: Procedural
- Sub-Issues:
- Reliance on unsupported data
- Inconsistencies in expert assumptions
- Drawing Adverse Inferences
- Outcome: Court declined to draw an adverse inference against Senda to assume the worst-case scenario, finding it inconsistent with established facts.
- Category: Procedural
- Sub-Issues:
- Failure to provide adequate discovery
- Application of Armory v Delamirie principle
8. Remedies Sought
- Buy-Out Order
- Valuation of Shares
- Notional Licence Fee
9. Cause of Actions
- Oppression
- Valuation of Shares
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
- Intellectual Property Litigation
11. Industries
- Chemical Industry
- Manufacturing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries | Singapore International Commercial Court | Yes | [2018] 5 SLR 1 | Singapore | Cited for the factual background of the case and the initial Buy-Out Order. |
| Senda International Capital Ltd v Kiri Industries Ltd | Court of Appeal | Yes | [2019] 2 SLR 1 | Singapore | Cited for upholding the findings in relation to oppression and the valuation date. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 3 SLR 215 | Singapore | Cited for the interim valuation of DyStar and the Nine Issues to be adjusted. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 5 SLR 1 | Singapore | Cited for addressing the adjustments to the interim valuation and directing an agreed computation of DyStar’s final valuation. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2021] 5 SLR 111 | Singapore | Cited for adjudging the final valuation of Kiri’s shareholding in Dystar to be US$481.6m. |
| Kiri Industries Ltd v Senda International Capital Ltd and another and other appeals and other matters | Court of Appeal | Yes | [2022] SGCA(I) 5 | Singapore | Cited for upholding the use of a notional licence fee but disagreeing with the SICC’s assessment and remitting the issue back to the SICC. |
| Armory v Delamirie | N/A | Yes | (1722) 1 Stra 505 | N/A | Cited for the principle regarding determination of property rights in a stolen jewel. |
| Sudha Natrajan v The Bank of East Asia Ltd | Court of Appeal | Yes | [2017] 1 SLR 141 | Singapore | Cited for the principle of drawing adverse inference when evidence is withheld. |
| Jones v Dunkel | N/A | Yes | (1959) 101 CLR 298 | N/A | Cited for the rationale for adverse inference. |
| Sea-Shore Transportation Pte Ltd v Technik-Soil (Asia) Pte Ltd | High Court | Yes | [2018] SGHC 231 | Singapore | Cited for the observation that authorities do not necessarily speak with one voice on the application of the Armory v Delamire principle. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the statement that a robust approach to the assessment of damages should be taken where loss has been suffered but the quantum is difficult to assess. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act 1893 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Oppression
- Valuation
- Shareholding
- Notional Licence Fee
- Infringing Products
- Related Products
- Buy-Out Order
- Discovery
- Expert Evidence
- Armory v Delamirie
- Adverse Inference
- Disperse Dyes
- Patent
- Tonnage
15.2 Keywords
- Valuation
- Shares
- Oppression
- Senda
- Kiri
- DyStar
- Longsheng
- Notional Licence Fee
- Infringing Products
- Singapore
- Commercial Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Valuation | 80 |
| Share Valuation | 75 |
| Company Law | 70 |
| Minority Oppression | 60 |
| Commercial Disputes | 50 |
| Evidence Law | 40 |
| Shareholders Agreement | 40 |
| Contract Law | 30 |
| Arbitration | 30 |
16. Subjects
- Company Law
- Share Valuation
- Evidence
- Intellectual Property