Singapore Asia Trust Company v. Avium Origins, Avant Talents: Interpleader Relief & Escrow Dispute

Singapore Asia Trust Company Pte Ltd sought interpleader relief regarding $200,000 held as an escrow agent, due to conflicting release instructions from Avium Origins Pte Ltd and Avant Talents Sdn Bhd. The High Court dismissed the application, finding that neither party had issued valid release instructions according to the escrow agreement. The court allowed Avium Origins Pte Ltd's summons to expunge certain affidavit extracts based on without prejudice privilege. The court determined that the escrow agent had no liability to either party under the existing terms of the escrow agreement.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Originating Application dismissed; Summons allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Interpleader relief sought over escrow funds. The court dismissed the application, finding no valid release instructions under the escrow agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Singapore Asia Trust Company Pte LtdApplicantCorporationApplication DismissedLostKeith Han, Angela Phoon
Avium Origins Pte LtdRespondentCorporationSummons AllowedPartialJoel Quek, Shawn Ang
Avant Talents Sdn BhdRespondentCorporationOtherNeutralSheryl Koh, Nicholas Tan, Siddartha Bodi

3. Judges

Judge NameTitleDelivered Judgment
Perry PehAssistant RegistrarYes

4. Counsels

Counsel NameOrganization
Keith HanOon & Bazul LLP
Angela PhoonOon & Bazul LLP
Joel QuekWongPartnership LLP
Shawn AngWongPartnership LLP
Sheryl KohChua & Partners LLP
Nicholas TanChua & Partners LLP
Siddartha BodiChua & Partners LLP

4. Facts

  1. Singapore Asia Trust Company Pte Ltd held $200,000 as an escrow agent.
  2. Avium Origins Pte Ltd and Avant Talents Sdn Bhd had a Collaboration and Exclusive Services Agreement.
  3. The Escrow Agreement required release instructions to be substantially in the form of Appendix 2 or 3.
  4. Avant Talents Sdn Bhd and Avium Origins Pte Ltd issued conflicting release instructions.
  5. The DEO’s first NFT launch never took place.
  6. The Services Agreement was terminated before the DEO's first NFT launch.
  7. The escrow agreement remains in effect.

5. Formal Citations

  1. Singapore Asia Trust Company Pte Ltd v Avium Origins Pte Ltd and another, Originating Application No 643 of 2023 and Originating Application No 643 of 2023 (Summons No 2720 of 2023), [2023] SGHCR 18

6. Timeline

DateEvent
Avium Origins Pte Ltd and Avant Talents Sdn Bhd entered into a Collaboration and Exclusive Services Agreement.
Avium Origins Pte Ltd, Avant Talents Sdn Bhd, and Singapore Asia Trust Company Pte Ltd entered into an Escrow Agreement.
Avant Talents Sdn Bhd sent Singapore Asia Trust Company Pte Ltd a Release Instruction.
Avium Origins Pte Ltd sent Singapore Asia Trust Company Pte Ltd a Release Instruction.
Avant Talents Sdn Bhd's solicitors alleged Avium Origins Pte Ltd was in breach of the Services Agreement.
Avium Origins Pte Ltd's solicitors denied breach and stated Avant Talents Sdn Bhd acted in repudiatory breach, terminating the Services Agreement.
Avant Talents Sdn Bhd issued a letter of demand to Singapore Asia Trust Company Pte Ltd for failure to pay escrow monies.
Avium Origins Pte Ltd reiterated that Avant Talents Sdn Bhd had no basis for drawing down escrow monies.
Singapore Asia Trust Company Pte Ltd's solicitors reiterated receipt of conflicting Release Instructions.
Singapore Asia Trust Company Pte Ltd filed Originating Application 643.
Avant Talents Sdn Bhd's solicitors responded to Avium Origins Pte Ltd's letter, denying repudiatory breach and accepting Avium Origins Pte Ltd's repudiatory breach.
Originating Application 643 was served on Avant Talents Sdn Bhd.
Originating Application 643 was served on Avium Origins Pte Ltd.
Avant Talents Sdn Bhd commenced arbitration against Avium Origins Pte Ltd in the Singapore International Arbitration Centre.
Hearing for Originating Application 643 and Summons 2720 of 2023.
Hearing for Originating Application 643 and Summons 2720 of 2023.
Judgment reserved.

7. Legal Issues

  1. Interpleader Relief
    • Outcome: The court held that the conditions precedent for granting interpleader relief were not satisfied because the applicant had no liability to either party due to invalid release instructions.
    • Category: Procedural
    • Sub-Issues:
      • Conditions precedent for granting interpleader relief
      • Validity of release instructions
      • Existence of competing claims
      • Adverse nature of claims
  2. Without Prejudice Privilege
    • Outcome: The court held that the offending extracts were protected by without prejudice privilege and ordered them to be expunged from the affidavit.
    • Category: Evidentiary
    • Sub-Issues:
      • Admissibility of evidence
      • Settlement negotiations
      • Dispute resolution
  3. Contractual Interpretation
    • Outcome: The court interpreted the escrow agreement to determine the validity of the release instructions and the obligations of the escrow agent.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of escrow agreement
      • Validity of release instructions
      • Obligations of escrow agent

8. Remedies Sought

  1. Interpleader Relief
  2. Payment of Escrow Monies
  3. Expungement of Affidavit Extracts

9. Cause of Actions

  • Breach of Contract (alleged)
  • Interpleader Relief

10. Practice Areas

  • Commercial Litigation
  • Civil Litigation

11. Industries

  • Technology
  • E-sports
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Precious Shipping Public Co Ltd and others v OW Bunker Far East (Singapore) Pte Ltd and others and other mattersHigh CourtYes[2015] 4 SLR 1229SingaporeCited for the principle that the purpose of interpleader proceedings is the determination of the incidence of an admitted liability and for setting out the two-stage analysis for interpleader relief.
Perry, Tamar and another v Esculier, Jacques Henri Georges and another and another matterUnknownNo[2022] 1 SLR 107SingaporeCited for the court's power to grant interpleader relief.
Sin Lian Heng Construction Pte Ltd v Singapore Telecommunications LtdUnknownNo[2007] 2 SLR(R) 433SingaporeCited for the principle that without prejudice privilege is founded on public policy of encouraging litigants to settle their differences.
Mariwu Industrial Co (S) Pte Ltd v Dextra Asia Co Ltd and anotherUnknownNo[2006] 4 SLR(R) 807SingaporeCited for the principle that statements exchanged in settlement negotiations are subject to without prejudice privilege.
Cytec Industries Pte Ltd v APP Chemicals International (Mau) LtdUnknownNo[2009] 4 SLR(R) 769SingaporeCited for the requirements that must be satisfied before without prejudice privilege can be invoked.
Development Bank of Singapore Ltd v Eng Keong Realty Pte Ltd and anotherUnknownNo[1990] 1 SLR(R) 265SingaporeCited as an example where there was no question that the applicant was entitled to interpleader relief.
IMC Shipping Company Pte Ltd v Viking Offshore & Marine AS and anotherHigh CourtNo[1998] SGHC 168SingaporeCited as an example where the court found that applicant was entitled to interpleader relief.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealUnknownNo[2013] 4 SLR 193SingaporeCited for the exercise of interpreting a contract.
Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd (formerly known as Soup Restaurant (Causeway Point) Pte Ltd)UnknownNo[2015] 5 SLR 1187SingaporeCited for the exercise of contractual interpretation.
Tay Yok Swee v United Overseas Bank LtdUnknownNo[1994] 2 SLR(R) 36SingaporeCited to support the submission that the court can nevertheless make orders for payment of the escrow monies even if the conditions precedent for interpleader relief have not been satisfied.
Hong Leong Bank Bhd v Manducekap Hi-Tec Sdn BhdUnknownNo[2009] 7 MLJ 124MalaysiaCited to support the submission that the court can nevertheless make orders for payment of the escrow monies even if the conditions precedent for interpleader relief have not been satisfied.
Ofulue and another v BossertHouse of LordsNo[2009] AC 990United KingdomCited for the principle that negotiating parties should be able to speak freely about all issues in the litigation when seeking a settlement.
Rush & Tompkins Ltd v Greater London Council and anotherUnknownNo[1989] AC 1280United KingdomCited for the admission of an ‘independent fact’ in no way connected with the merits of the cause is admissible even if made in the course of negotiations for a settlement.
Waldridge v KennisonUnknownNo(1794) 1 Esp 142United KingdomCited for the admission that a document was in the handwriting of one of the parties was received in evidence even if made in the course of negotiations for a settlement.
Dixon Stores Group Ltd v Thames Television PlcUnknownNo[1993] 1 All ER 349United KingdomCited for the principle that if the letter is not written to initiate or continue such a bona fide attempt to effect a settlement it will not be protected by privilege.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Supreme Court Judicature Act 1969Singapore
Evidence Act 1997Singapore
International Arbitration Act 1994Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Escrow Agreement
  • Release Instruction
  • Services Agreement
  • Interpleader Relief
  • Without Prejudice Privilege
  • DEO
  • NFT
  • Escrow Amount
  • Targeted Revenue

15.2 Keywords

  • interpleader
  • escrow
  • release instruction
  • without prejudice
  • privilege
  • contract
  • agreement
  • arbitration

16. Subjects

  • Civil Procedure
  • Contract Law
  • Evidence
  • Arbitration

17. Areas of Law

  • Civil Procedure
  • Interpleader
  • Evidence
  • Privilege
  • Contract Law
  • Escrow Agreements