STS Seatoshore Group v Wansa Commodities: Anti-Suit Injunction & Arbitration Agreement Dispute

In STS Seatoshore Group Pte Ltd v Wansa Commodities Pte Ltd, the General Division of the High Court of Singapore heard an application by STS for a permanent anti-suit injunction restraining Wansa from pursuing legal proceedings in Guinea, alleging a breach of their arbitration agreement. Wansa sought to set aside an interim anti-suit injunction and requested an inquiry into damages. The court, presided over by Judicial Commissioner Kristy Tan, dismissed STS's application, discharged the interim order, and declined to order an inquiry into damages, citing undue delay by STS and comity concerns. The primary legal issue revolved around the enforceability of the arbitration agreement and whether STS's delay in seeking the injunction prejudiced the proceedings in Guinea. The court dismissed STS's application and discharged the interim order.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Originating Application dismissed; Interim Order discharged; Inquiry as to damages declined.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court dismisses STS Seatoshore's application for an anti-suit injunction against Wansa Commodities, citing undue delay and comity concerns.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
STS Seatoshore Group Pte LtdClaimantCorporationClaim DismissedLost
Wansa Commodities Pte LtdDefendantCorporationInquiry as to Damages DeclinedNeutral

3. Judges

Judge NameTitleDelivered Judgment
Kristy TanJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Kok Jia An AlwynRobert Wang & Woo LLP
Ker YanguangProlegis LLC
Daniel ChiaProlegis LLC
Tan Yi LiangProlegis LLC

4. Facts

  1. STS and Wansa entered into a Contract of Affreightment (COA) on 1 March 2023.
  2. A Side-Letter Agreement (SLA) was executed on or around 16 March 2023, amending the COA.
  3. Wansa commenced legal proceedings in Guinea, alleging STS breached the Affreightment Contract.
  4. STS commenced arbitration proceedings against Wansa on 14 May 2024.
  5. STS filed OA 642 seeking an anti-suit injunction to restrain Wansa from pursuing legal proceedings in Guinea.
  6. The Guinean courts issued multiple judgments and orders in the proceedings between the parties.
  7. STS appealed against several Guinean court orders, and these appeals are pending.

5. Formal Citations

  1. STS Seatoshore Group Pte Ltd v Wansa Commodities Pte Ltd, Originating Application No 642 of 2024 and Summons No 2328 of 2024, [2024] SGHC 266

6. Timeline

DateEvent
Contract of Affreightment (COA) signed.
Side-Letter Agreement (SLA) executed.
Wansa applied to the Commercial Court of Conakry (CCC) to compel STS to perform its obligations.
CCC made an order (ORD 96) directing STS to perform its contractual obligations.
STS filed its opposition to, and sought the revocation of, ORD 96.
Wansa applied to the Court of First Instance of Boffa (BCFI) for an order that STS cease all work in the territorial waters of Boffa on behalf of any company other than Wansa.
BCFI made an order (ORD 11) ordering STS to stop work in Boffa for other companies.
STS applied to the BCFI for a retraction of ORD 11.
Wansa applied to the BCFI for orders for STS to hand over equipment used in violation of ORD 11 and to pay a penalty.
STS filed submissions in support of its application to the CCC for a revocation of ORD 96.
A hearing before the CCC took place on STS’ application for a revocation of ORD 96.
The BCFI made ORD 5 rejecting STS’ request for a withdrawal of ORD 11; maintaining ORD 11; and imposing a fine on STS.
STS appealed to the Court of Appeal of Conakry (CCA) against ORD 5.
STS applied to the CCA for a stay of execution of ORD 5.
STS commenced the Arbitration.
Wansa applied to the BCFI for an order prohibiting STS from moving its equipment out of Guinea for six months.
The BCFI made ORD 12 prohibiting STS from moving its equipment out of Guinea for six months.
A precautionary seizure of STS’ property was carried out by Wansa in execution of ORD 5.
The CCC issued JUD 178 rejecting STS’ jurisdictional objection based on the Arbitration Agreement; holding that STS had not performed its loading obligations under the Affreightment Contract without valid reason; ordering STS to perform its loading obligations; and ordering STS to pay damages to Wansa.
STS appealed to the CCA against JUD 178; the appeal is pending.
Wansa informed SCMA that Wansa objected to the SCMA’s jurisdiction and would not participate in the Arbitration.
STS applied to the BCFI for an order to compel Wansa to supply bauxite in the quantity and under port conditions required in the Affreightment Contract.
STS informed MA&T that STS would proceed with the Arbitration.
MA&T asserted to RW&W that STS had waived its right to arbitrate.
The BCFI declared the 28 May 2024 Application void due to a procedural irregularity.
STS applied to the BCFI for an order to compel Wansa to supply bauxite in the quantity and under port conditions required in the Affreightment Contract.
The CCA made ORD 41 rejecting STS’ application for a stay of execution of ORD 5.
STS applied to the BCFI for a retraction of ORD 12.
STS replied to MA&T’s 4 June 2024 letter, stating that Wansa’s position was misconceived.
The CCA issued JUD 279 upholding ORD 5 (and consequently, ORD 11).
STS appealed to the Supreme Court of Guinea (GSC) against JUD 279; the appeal is pending.
STS applied to the GSC for a stay of execution of JUD 279 pending appeal.
STS applied to the CCC to lift the precautionary seizure of STS’ equipment.
The BCFI made ORD 18 for the immobilisation of STS’ equipment in the shallower waters of Guinea.
The BCFI made ORD 8 dismissing the 10 June 2024 Application.
STS appealed against ORD 8; the appeal is pending.
The BCFI made ORD 9 upholding ORD 12.
STS filed OA 642 and SUM 1844 in Singapore seeking anti-suit relief.
STS applied to the CCC to enforce Wansa’s payment obligations under the Affreightment Contract.
STS requested an urgent ex parte hearing of SUM 1844.
The BCFI made ORD 19 temporarily authorising Wansa to use certain equipment of STS for loading and transporting 25,000 tonnes of bauxite per day.
SUM 1844 was heard and ORC 3396 / the Interim Order was made.
STS applied to the BCFI for a retraction of ORD 18.
STS withdrew the 3 July 2024 Application.
The BCFI made ORD 11 upholding ORD 18.
Bailiffs and an auctioneer in Conakry took steps towards selling seized property of STS in execution of JUD 279.
STS applied to the CCA for a retraction of ORD 18.
The CCA made ORD 444 reversing ORD 11 and ORD 18.
STS applied to the BCFI to set aside ORD 19.
STS applied to the CCA for the BCFI to consent to a transfer of the venue of the litigation; the request is pending.
Judgment reserved.
Judgment delivered.

7. Legal Issues

  1. Anti-Suit Injunction
    • Outcome: The court declined to grant the anti-suit injunction due to undue delay and comity considerations.
    • Category: Substantive
    • Sub-Issues:
      • Undue delay in application
      • Comity considerations
      • Material non-disclosure
    • Related Cases:
      • [2019] 1 SLR 732
  2. Breach of Arbitration Agreement
    • Outcome: The court did not rule on whether the arbitration agreement was breached, finding that the issue should be determined by the arbitral tribunal.
    • Category: Substantive
    • Sub-Issues:
      • Commencement of legal proceedings in breach of agreement
      • Repudiation of arbitration agreement
      • Waiver of right to arbitrate
  3. Duty of Disclosure in Ex Parte Applications
    • Outcome: The court found that STS had failed to make full and frank disclosure of material facts in its ex parte application, providing a further ground for discharging the Interim Order.
    • Category: Procedural
    • Sub-Issues:
      • Material non-disclosure
      • Deliberate non-disclosure
    • Related Cases:
      • [2008] 4 SLR(R) 994
  4. Enforcement of Undertaking as to Damages
    • Outcome: The court declined to order an inquiry as to damages because Wansa had not adduced credible evidence to support an arguable case that it had suffered loss by reason of the interim injunction.
    • Category: Procedural
    • Sub-Issues:
      • Implied undertaking
      • Credible evidence of loss
  5. Court Intervention in Arbitration
    • Outcome: The court held that it did not have the power to order Wansa to participate in the Arbitration, as the Model Law prescribes that the Arbitration may continue in the face of Wansa's non-participation.
    • Category: Jurisdictional
    • Sub-Issues:
      • Kompetenz-Kompetenz
      • Article 5 of the Model Law

8. Remedies Sought

  1. Permanent Anti-Suit Injunction
  2. Declaratory Relief
  3. Order Compelling Participation in Arbitration
  4. Damages

9. Cause of Actions

  • Breach of Contract
  • Breach of Arbitration Agreement

10. Practice Areas

  • Commercial Litigation
  • Arbitration
  • International Trade

11. Industries

  • Commodities Trading
  • Freight and Marine Logistics

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt LtdCourt of AppealYes[2019] 1 SLR 732SingaporeCited for principles regarding anti-suit injunctions, comity, and delay in seeking relief.
The “Vasiliy Golovnin”Singapore Court of AppealYes[2008] 4 SLR(R) 994SingaporeCited for principles regarding the duty of full and frank disclosure in ex parte applications.
Mamidoil-Jetoil Greek Petroleum Co SA v Okta Crude Oil Refinery ADEnglish High CourtYes[2003] 1 Lloyd’s Rep 1England and WalesCited for the need to exercise great caution in granting anti-enforcement injunctions because of the way they interfere with foreign proceedings.
Gonzalo Gil White v Oro Negro Drilling Pte Ltd and othersSingapore Court of AppealYes[2024] 1 SLR 307SingaporeCited for the source of the court’s power to grant interim and permanent injunctions.
L W Infrastructure Pte Ltd v Lim Chin San Contractors Pte Ltd and another appealSingapore Court of AppealYes[2013] 1 SLR 125SingaporeCited for the effect of Article 5 of the Model Law in confining the power of the court to intervene in an arbitration.
Rakna Arakshaka Lanka Ltd v Avant Garde Maritime Services (Pte) LtdSingapore Court of AppealYes[2019] 2 SLR 131SingaporeCited for the observation that neither the Model Law nor the IAA imposes a duty on a respondent to participate in arbitration proceedings.
Treasure Valley Group Ltd v Saputra Teddy and another (Ultramarine Holdings Ltd, intervener)Singapore High CourtYes[2006] 1 SLR(R) 358SingaporeCited for the importance of dealing in good faith with the court when ex parte applications are made.
Neptune Capital Group Ltd and others v Sunmax Global Capital Fund 1 Pte Ltd and anotherSingapore High CourtYes[2016] 4 SLR 1177SingaporeCited for the principle that it is implied that an applicant for an interim order provides an undertaking as to damages.
SmithKline Beecham plc v Apotex Europe LtdEngland and Wales Court of Appeal (Civil Division)Yes[2006] 1 WLR 872England and WalesCited for the principle that it is implied that an applicant for an interim order provides an undertaking as to damages.
Astro Nusantara International BV and others v PT Ayunda Prima Mitra and others and another matterSingapore Court of AppealYes[2016] 2 SLR 737SingaporeCited for the factors the court will consider in determining whether to exercise its discretion to enforce the undertaking as to damages.
The Agency for Policy Coordination on State Property of Mongolia and others v Batbold Sukhbaatar and othersSingapore Court of AppealYes[2023] 4 SLR 1623SingaporeCited for the principle that the court will not make an order for an inquiry as to damages where the applicant for the inquiry has not adduced credible evidence to support an arguable case that it had suffered loss by reason of the interim injunction.
ADM Asia-Pacific Trading Pte Ltd v PT Budi Semesta SatriaEnglish High CourtYes[2017] 1 Lloyd’s Rep Plus 1England and WalesCited for the principle that it is not necessary or appropriate for the court to determine whether the Indonesian proceedings were in breach of the arbitration clause, particularly as that was a live issue both in the arbitration and before the Indonesian Supreme Court.
HC Trading Malta Ltd v Tradeland Commodities SLEnglish High CourtYes[2016] 2 Lloyd’s Rep 130England and WalesCited for the principle that the scheme of and the principles underlying the 1996 Act would be frustrated where an arbitration was on foot or contemplated if the parties were able to apply for declaratory relief.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
International Arbitration Act 1994 (2020 Rev Ed)Singapore
Civil Law Act 1909 (2020 Rev Ed)Singapore
Supreme Court of Judicature Act 1969 (2020 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Anti-suit injunction
  • Arbitration agreement
  • Comity
  • Material non-disclosure
  • Affreightment Contract
  • Interim Order
  • Guinean court proceedings
  • UNCITRAL Model Law
  • Singapore Chamber of Maritime Arbitration
  • Kompetenz-Kompetenz

15.2 Keywords

  • anti-suit injunction
  • arbitration
  • contract
  • Singapore
  • Guinea
  • Wansa Commodities
  • STS Seatoshore
  • breach of contract
  • international arbitration

17. Areas of Law

Area NameRelevance Score
Anti-suit injunction95
Arbitration90
Jurisdiction80
International Commercial Arbitration70
Comity60
Vexatious and oppressive conduct50

16. Subjects

  • Arbitration
  • Civil Procedure
  • Contract Law
  • International Law