Transpac Investments Ltd v TIH Ltd: Security for Costs Application in Cross-Border Dispute

In Transpac Investments Ltd v TIH Ltd, before the Singapore International Commercial Court, TIH Ltd applied for further security for costs from Transpac Investments Ltd, a BVI company, in Originating Application No 8 of 2023. The court, presided over by Sir Henry Bernard Eder IJ, granted the application, ordering Transpac Investments Ltd to provide an additional $500,000 in security for costs by 15 May 2024. The court found that Transpac Investments Ltd's financial position was unclear and that it did not have sufficient assets within the jurisdiction to cover potential adverse costs.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Application for further security for costs granted.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

TIH Ltd seeks additional security for costs from Transpac Investments Ltd, a BVI company, in a Singapore International Commercial Court case. The court grants the application.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Transpac Investments LimitedClaimantCorporationApplication for further security for costs grantedLost
TIH LimitedDefendantCorporationApplication for further security for costs grantedWon

3. Judges

Judge NameTitleDelivered Judgment
Henry Bernard EderInternational JudgeYes

4. Counsels

Counsel NameOrganization
Foo Maw ShenFC Legal Asia LLC
Chu Hua YiFC Legal Asia LLC
Foo Jyh HoweFC Legal Asia LLC
Noel Chua Yi HowPK Wong & Nair LLC
Nair Suresh SukumaranPK Wong & Nair LLC
Alex Chia Yao WeiPK Wong & Nair LLC

4. Facts

  1. TIH applied for further security for costs of $500,000 from TIL.
  2. TIL is a BVI company and ordinarily resident out of the jurisdiction.
  3. TIL voluntarily furnished security of $100,000 on 29 August 2023.
  4. TIL has 24,576,126 shares in TIH, approximately 10.17% of the issued share capital.
  5. TIL has US$11,563,469.34 in a Bond Account with Bank Pictet in Singapore.
  6. TIL has investments with various financial institutions totalling US$15,771,264.26.
  7. TIL's financial position is clouded in mystery.

5. Formal Citations

  1. Transpac Investments Ltd v TIH Ltd, , [2024] SGHC(I) 12
  2. Transpac Investments Limited v TIH Limited, 8 of 2023, Originating Application No 8 of 2023

6. Timeline

DateEvent
FC Legal Asia LLC provided Solicitors’ Undertaking for Security for Costs for $100,000 on behalf of TIL.
Court made its ruling on parties’ production requests by way of Redfern Schedules.
Production of documents to each other was completed.
TIH made its request for further security to TIL.
TIH filed the present application by way of SUM 14.
Court's decision in TIH's application for specific disclosure in SIC/SUM 16/2024.
TIL finally produced the documents that it was ordered to produce on 4 April 2024.
Judgment reserved.
Judgment date.
TIL must provide security for costs in favour of TIH in the sum claimed ie, $500,000.
Trial due to start.

7. Legal Issues

  1. Security for Costs
    • Outcome: The court granted the application for further security for costs.
    • Category: Procedural
    • Sub-Issues:
      • ordinarily resident out of the jurisdiction
      • company’s claim is bona fide and not a sham
      • company has a reasonably good prospect of success
      • admission by the defendants on the pleadings or elsewhere that money is due
      • application for security was being used oppressively
      • lateness in taking out the application
    • Related Cases:
      • [2004] 2 SLR(R) 427
      • [1995] 3 All ER 534
      • [2017] SGHCR 5
      • [2023] 5 SLR 1576
      • [2016] 2 SLR 118
      • [2023] 5 SLR 1484
      • [2011] 2 SLR 360
      • [2009] 2 SLR(R) 796
      • [2020] 4 SLR 72
      • [2011] 4 SLR 580
      • [2009] 3 SLR(R) 1017
      • [2008] 4 SLR(R) 224

8. Remedies Sought

  1. Security for costs

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Commercial Litigation
  • International Commercial Arbitration

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Jurong Town Corp v Wishing Star LtdCourt of AppealYes[2004] 2 SLR(R) 427SingaporeCited for the principle that the court has complete discretion in ordering security for costs and will consider all circumstances to determine whether it is just to order security against a foreign plaintiff.
Keary Developments Ltd v Tarmac Construction LtdN/AYes[1995] 3 All ER 534N/ACited for the principle that the court has a complete discretion in the matter of security for costs.
Siva Industries and Holdings Ltd v Foreguard Shipping I Singapore Pte LtdHigh CourtYes[2017] SGHCR 5SingaporeCited for the principle that the court must consider whether it is just to order security for costs having regard to all the relevant circumstances.
Cova Group Holdings Ltd v Advanced Submarine Networks Pte Ltd and anotherHigh CourtYes[2023] 5 SLR 1576SingaporeCited as an example of a case where the court identified various relevant circumstances typically taken into account in deciding whether or not to order security for costs.
SIC College of Business and Technology Pte Ltd v Yeo Poh Siah and othersHigh CourtYes[2016] 2 SLR 118SingaporeCited as an example of a case where the court identified various relevant circumstances typically taken into account in deciding whether or not to order security for costs.
SW Trustees Pte Ltd (in compulsory liquidation) and another v Teodros Ashenafi Tesemma and others (Teodros Ashenafi Tesemma, third party)High CourtYes[2023] 5 SLR 1484SingaporeCited as an example of a case where the court identified various relevant circumstances typically taken into account in deciding whether or not to order security for costs.
Tjong Very Sumito and others v Chan Sing En and othersHigh CourtYes[2011] 2 SLR 360SingaporeCited as an example of a case where the court identified various relevant circumstances typically taken into account in deciding whether or not to order security for costs.
Ong Jane Rebecca v Pricewaterhousecoopers and othersHigh CourtYes[2009] 2 SLR(R) 796SingaporeCited for the principle that an application for security for costs should not be made the occasion for a detailed examination of the merits of the case.
SK Lateral Rubber & Plastic Technologies (Suzhou) Co Ltd v Lateral Solutions Pte LtdHigh CourtYes[2020] 4 SLR 72SingaporeCited for the principle that an application for security for costs should not be made the occasion for a detailed examination of the merits of the case.
Tjong Very Sumito and others v Chan Sing En and othersCourt of AppealYes[2011] 4 SLR 580SingaporeCited for the principle that security will not usually be required from a person permanently residing out of the jurisdiction if he has substantial property within it.
Zhong Da Chemical Development Co Ltd v Lanco Industries LtdHigh CourtYes[2009] 3 SLR(R) 1017SingaporeCited for the principle that the defendant should not be required to experience the inconvenience and expense of enforcing his judgment in a different jurisdiction.
Frantonios Marine Services Pte Ltd and another v Kay Swee TuanHigh CourtYes[2008] 4 SLR(R) 224SingaporeCited for the principle that when a company is impecunious, it is those who stand to benefit from the litigation who should provide security.

13. Applicable Rules

Rule Name
Rules of Court 2021
O 9 r 12 of the ROC 2021

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Security for costs
  • BVI company
  • Solicitors’ Undertaking
  • Bond Account
  • Financial position
  • Enforcement of costs
  • Impecunious
  • Beneficial shareholder

15.2 Keywords

  • security for costs
  • BVI company
  • Singapore International Commercial Court
  • TIL
  • TIH
  • foreign claimant

17. Areas of Law

Area NameRelevance Score
Security for Costs99
Costs95
Civil Procedure90
Jurisdiction50

16. Subjects

  • Civil Procedure
  • Security for Costs
  • Cross-Border Litigation