Chang Chee Kheo v Fatfish: Forum Non Conveniens & Arbitration Agreement
In Chang Chee Kheo v Fatfish Investment Partners Pte Ltd and others, the General Division of the High Court of Singapore addressed the defendants' applications to stay Originating Claim No 163 of 2023 on the ground of forum non conveniens, arguing Malaysia was the more appropriate forum. The claimant, Chang Chee Kheo, sought to recover monies loaned to Fatfish Investment Partners Pte Ltd. The court, presided over by AR Perry Peh, dismissed the stay applications, finding the defendants failed to demonstrate Malaysia was a more appropriate forum. The court considered the personal connections of parties and witnesses, the location of events and transactions, and the arbitration clause.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Stay Applications dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court considers stay of proceedings based on forum non conveniens, focusing on arbitration agreements and connecting factors. Stay applications dismissed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chang Chee Kheo | Claimant | Individual | Applications Dismissed | Won | Patrick Ong Kok Seng, Kimberly Lim |
| Fatfish Investment Partners Pte Ltd | Defendant | Corporation | Stay Application Dismissed | Lost | Chu Hua Yi, Goh Jia Jie |
| Fatfish Group Limited (formerly known as Fatfish Internet Group Ltd) | Defendant | Corporation | Stay Application Dismissed | Lost | Chu Hua Yi, Goh Jia Jie |
| Fatfish Capital Limited | Defendant | Corporation | Stay Application Dismissed | Lost | Chu Hua Yi, Goh Jia Jie |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Perry Peh | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Patrick Ong Kok Seng | Patrick Ong Law LLC |
| Kimberly Lim | Patrick Ong Law LLC |
| Chu Hua Yi | FC Legal Asia LLC |
| Goh Jia Jie | FC Legal Asia LLC |
4. Facts
- Chang claimed monies loaned to FIPL under Promissory Loan Notes (PNs).
- FGL and FCL provided guarantees for FIPL's repayment obligations.
- Funds were remitted by Chang in Malaysian Ringgit to Fatfish Ventures Sdn Bhd (FV).
- The PNs were governed by Singapore law and contained an arbitration clause.
- Chang commenced arbitration but withdrew it due to the Defendants’ non-participation.
- Chang then commenced OC 163 in the High Court of Singapore.
- Defendants applied for a stay of proceedings, arguing Malaysia was a more appropriate forum.
5. Formal Citations
- Chang Chee Kheo v Fatfish Investment Partners Pte Ltd and others, Originating Claim No 163 of 2023 (Summonses Nos 1517 and 1518 of 2023), [2023] SGHCR 12
6. Timeline
| Date | Event |
|---|---|
| PN1 entered into | |
| PN2 entered into | |
| PN3 entered into | |
| PN1 extended for a further 12 months (PN1A) | |
| PN3 extended with effect from (PN3A) | |
| PN1A extended for a further 12 months (PN1B) | |
| Letter of demand sent to the Defendants | |
| OC 163 commenced | |
| Defendants’ solicitors filed the Defendants’ Notice to Contest | |
| Defendants filed a defence challenging the jurisdiction of the Singapore courts | |
| Judgment reserved | |
| Judgment |
7. Legal Issues
- Forum Non Conveniens
- Outcome: The court dismissed the stay applications, finding that the defendants failed to demonstrate that Malaysia was a more appropriate forum.
- Category: Procedural
- Sub-Issues:
- connecting factors
- personal connections of parties and witnesses
- location of events and transactions
- applicable law to the dispute
- arbitration agreement
- Stay of Proceedings
- Outcome: The court ultimately decided not to grant a stay of proceedings.
- Category: Procedural
- Arbitration Agreement
- Outcome: The court found that the claimant's commencement of court proceedings did not constitute a repudiation of the arbitration agreement.
- Category: Substantive
- Sub-Issues:
- repudiation of arbitration agreement
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Recovery of Monies Loaned
10. Practice Areas
- Commercial Litigation
- International Arbitration
11. Industries
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Spiliada Maritime Corporation v Cansulex Ltd | N/A | Yes | [1987] AC 460 | N/A | Cited for the principles governing an application for a stay of proceedings on grounds of forum non conveniens. |
| Rickshaw Investments Ltd and another v Nicolai Baron von Uexkull | Court of Appeal | Yes | [2007] 1 SLR(R) 377 | Singapore | Approved the principles in Spiliada Maritime Corporation v Cansulex Ltd. |
| Rappo, Tania v Accent Delight International Ltd and another and another appeal | N/A | Yes | [2017] 2 SLR 265 | Singapore | Cited for connecting factors in determining forum non conveniens. |
| JIO Minerals FZC and others v Mineral Enterprises Ltd | N/A | Yes | [2011] 1 SLR 391 | Singapore | Cited for the legal burden on the applicant for a stay to show that there is another available forum which is clearly or distinctly more appropriate than Singapore. |
| Siemens AG v Holdrich Investment Ltd | N/A | Yes | [2010] 3 SLR 1007 | Singapore | Cited for the stay applicant to show that there are connecting factors pointing away from Singapore and towards a foreign jurisdiction as the more appropriate forum. |
| CIMB Bank Bhd v Dresdner Kleinwort Ltd | N/A | Yes | [2008] 4 SLR(R) 543 | Singapore | Cited for the stay applicant to just show that Singapore is not forum conveniens. |
| Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another appeal | N/A | Yes | [2013] 4 SLR 1097 | Singapore | Cited for the definition of lis alibi pendens. |
| Trisuyo Garuda Nusa Pte Ltd v SKP Pradiksi (North) Sdn Bhd and another and another appeal | N/A | Yes | [2017] 2 SLR 814 | Singapore | Cited for the shape of the litigation. |
| Lakshmi Anil Salgaocar v Jhaveri Darsan Jitendra | N/A | Yes | [2019] 2 SLR 372 | Singapore | Cited for the physical locations of witnesses are of less significance today given the ease of travel and the possibility of that witness giving evidence by video-link. |
| Ivanishvili, Bidzina and others v Credit Suisse Trust Ltd | N/A | Yes | [2020] 2 SLR 638 | Singapore | Cited for the issue of compellability. |
| Shanghai Turbo Enterprises Ltd v Liu Ming | N/A | Yes | [2019] 1 SLR 779 | Singapore | Cited for non-exclusive jurisdiction agreement. |
| UBS AG v Telesto Investments Ltd and others and another matter | N/A | Yes | [2011] 4 SLR 503 | Singapore | Cited for non-exclusive jurisdiction agreement. |
| PT Jaya Putra Kundur Indah v Guthrie Overseas Investments Pte Ltd | High Court | Yes | [1996] SGHC 284 | Singapore | Cited for non-exclusive jurisdiction agreement. |
| Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd | N/A | Yes | [2018] 2 SLR 1271 | Singapore | Cited for exclusive jurisdiction agreements. |
| Marty Ltd v Hualon Corp (Malaysia) Sdn Bhd (receiver and manager appointed) | N/A | Yes | [2018] 2 SLR 1207 | Singapore | Cited for repudiation of arbitration agreement. |
| Sinopec International (Singapore) Pte Ltd v Bank of Communications Co Ltd | High Court | Yes | [2021] SGHC 245 | Singapore | Cited for compellability of a witness. |
| Best Soar Ltd v Praxis Energy Agents Pte Ltd | N/A | Yes | [2018] 3 SLR 423 | Singapore | Cited for the location of the events and transactions constitutes a connecting factor in favor of that jurisdiction. |
| The “Chem Orchid” | N/A | Yes | [2015] 2 SLR 1020 | Singapore | Cited for if foreign law is not proved, the content of foreign law will be presumed to be the same as the law of the forum. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Forum Non Conveniens
- Promissory Loan Notes
- Arbitration Clause
- Stay of Proceedings
- Connecting Factors
- Governing Law
- Repudiation
- SIAC Rules
- Personal Connections
- Place of Business
15.2 Keywords
- forum non conveniens
- arbitration
- stay of proceedings
- Singapore
- Malaysia
- contract
- loan
- jurisdiction
16. Subjects
- Civil Procedure
- Conflict of Laws
- Contract Law
- Arbitration
17. Areas of Law
- Civil Procedure
- Conflict of Laws
- Arbitration Law