Sullivan v Hill Capital: Trust Administration, Proper Law, and Forum Disputes
In Sullivan v Hill Capital Pte Ltd, the High Court of Singapore addressed appeals by Hill Capital Pte Ltd and Ban Su Mei against a decision dismissing their application to stay proceedings initiated by Sir Cornelius Sean Sullivan concerning the administration of The Anchor Trust and The Anchor Two Trust. The court, presided over by Chua Lee Ming J, dismissed the appeals, holding that Singapore was the appropriate forum and proper law for the claims related to breaches of trust duties and requests for accounts and documents. The court found that the claims fell within the scope of the forum for administration provisions in the trust deeds and that the change of proper law and forum for The Anchor Two Trust to Cyprus did not have retrospective effect on the claims arising before the change.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Respondents' appeals dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Sir Cornelius Sullivan sues Hill Capital over trust administration. The court addresses choice of law and forum, dismissing appeals to stay Singapore proceedings.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hill Capital Pte Ltd | Respondent | Corporation | Appeal dismissed | Lost | |
| Ban Su Mei | Respondent | Individual | Appeal dismissed | Lost | |
| Sir Cornelius Sean Sullivan | Applicant | Individual | Appeals allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Mr. Joseph Sullivan created The Anchor Trust and The Anchor Two Trust in 1995, with the Isle of Man as the initial jurisdiction.
- The trust deeds allowed trustees to change the proper law and forum for administration.
- Hill Capital Pte Ltd became the trustee in 2011 and changed the proper law and forum to Singapore.
- Sir Cornelius Sean Sullivan, a beneficiary, requested accounts of the trusts in 2021 and 2023 but received no satisfactory response.
- After Mr. Joseph Sullivan's death, the applicant made further requests for accounts and documents.
- Hill Capital retired as trustee of The Anchor Two Trust in July 2023, appointing Fivehill Trustees Limited, which changed the governing law to Cyprus.
- The applicant commenced OA 820 in August 2023, seeking accounts, documents, and declarations of breach of duty.
5. Formal Citations
- Sullivan, Sir Cornelius Sean v Hill Capital Pte Ltd and another, Originating Application No 820 of 2023 (Registrar’s Appeals No 14 and 15 of 2024), [2024] SGHC 157
6. Timeline
| Date | Event |
|---|---|
| Mr Joseph Sullivan created The Anchor Trust and The Anchor Two Trust. | |
| First respondent appointed as the new trustee of both trusts. | |
| Applicant wrote to the respondents seeking accounts of both trusts. | |
| Applicant wrote to the second respondent, repeating his request. | |
| Mr Joseph Sullivan passed away. | |
| Applicant made written requests to the respondents for an account of the two trusts. | |
| Applicant made written requests to the respondents for an account of the two trusts. | |
| First respondent retired as the trustee of The Anchor Two Trust and Fivehill Trustees Limited was appointed as the new trustee. | |
| Fivehill changed the governing law and forum for administration of The Anchor Two Trust to Cyprus law and Cyprus respectively. | |
| Applicant commenced OA 820 against the respondents. | |
| Respondents filed SUM 2819 to stay OA 820. | |
| Respondents appealed against the AR’s dismissal of SUM 2819. | |
| The AR dismissed the respondent’s application in SUM 2819. | |
| OA 820 was amended pursuant to an order. | |
| Hearing date. | |
| Judgment date. |
7. Legal Issues
- Proper Law and Forum for Administration of Trusts
- Outcome: The court held that the proper law and forum for administration applicable to the claims relating to The Anchor Two Trust were Singapore law and Singapore, as the claims related to a period before the change to Cyprus law and Cyprus.
- Category: Substantive
- Sub-Issues:
- Interpretation of trust deeds
- Trustee's duties and responsibilities
- Retrospective application of amended proper law
- Related Cases:
- [2020] 2 SLR 638
- Stay of Proceedings
- Outcome: The court dismissed the respondents' appeals to stay the proceedings, finding that Singapore was the appropriate forum and proper law for the claims.
- Category: Procedural
- Sub-Issues:
- Forum non conveniens
- Exclusive jurisdiction clause
- Inherent jurisdiction of the court
- Related Cases:
- [1987] AC 460
8. Remedies Sought
- Detailed account of the assets and monies of The Anchor Trust and The Anchor Two Trust
- Financial statements in respect of the Trust Assets and Monies
- Declaration that the first respondent had breached its duties as trustee
- Declaration that the second respondent had breached her fiduciary duties
9. Cause of Actions
- Breach of Trust
- Breach of Fiduciary Duty
10. Practice Areas
- Trust Law
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ivanishvili, Bidzina and others v Credit Suisse Trust Ltd | Court of Appeal | Yes | [2020] 2 SLR 638 | Singapore | Cited for the interpretation of proper law and forum for administration provisions in trust deeds, specifically regarding the court's role in settling questions arising in the day-to-day administration of the trust and the effect of changing the governing law. |
| Spiliada Maritime Corporation v Cansulex Ltd | N/A | Yes | [1987] AC 460 | N/A | Cited in reference to the doctrine of forum non conveniens. |
| Crociani v Crociani | UKPC | Yes | [2014] UKPC 40 | United Kingdom | Cited for the principle that the proper law governing claims for breach of trust would be the law that was applicable at the time the breaches allegedly occurred. |
| Lalwani Shalini Gobind v Lalwani Ashok Berumal | High Court | Yes | [2017] SGHC 90 | Singapore | Cited for the principle that a retired trustee remains liable to account for his conduct during his term as trustee. |
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
- Trust
- Trustee
- Beneficiary
- Proper Law
- Forum for Administration
- Trust Deed
- Breach of Trust
- Fiduciary Duty
- Account
- Stay of Proceedings
- Jurisdiction Clause
15.2 Keywords
- Trust
- Trustee
- Beneficiary
- Singapore
- Cyprus
- Jurisdiction
- Conflict of Laws
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Trust Law | 95 |
| Fiduciary Duties | 80 |
| Trustees Duties | 75 |
| Jurisdiction | 70 |
| Choice of Law | 60 |
| Litigation | 50 |
16. Subjects
- Trust Law
- Conflict of Laws
- Civil Procedure