Allianz Capital Partners GmbH, Singapore Branch v Goh Andress

• Jurisdiction: Singapore
• Judge: Kannan Ramesh JAD,Debbie Ong Siew Ling JAD
• Judgment Date: 08 May 2023
• Docket Number: Civil Appeal No 75 of 2022
• Court: High Court Appellate Division (Singapore)

Allianz Capital Partners GmbH, Singapore Branch

and

Goh Andress

[2023] SGHC(A) 18

Kannan Ramesh JAD and Debbie Ong Siew Ling JAD

Civil Appeal No 75 of 2022

Appellate Division of the High Court

Conflict of Laws — Choice of jurisdiction — Exclusive — Parties entering into closely related contracts — Extended Fiona Trust principle — Whether jurisdiction clause in one contract applied to dispute arising out of another contract

Conflict of Laws — Natural forum — Spiliada test — Whether Germany was more appropriate forum than Singapore

Held, allowing the appeal:

(1) It was imperative to first consider if the Employment Contract and the LTIP were indeed separate contracts. If the LTIP formed part of the Employment Contract, it would be moot to have recourse to the Principle, which governed the interpretation of jurisdiction clauses in situations where there was more than one contract: at [27].

(2) The Employment Contract and the LTIP were correctly regarded as separate contracts. This was clear from the fact that Ms Goh was required to separately agree to be bound by the Plan Terms despite having signed the Employment Contract, and would only acquire her Incentive Awards upon such agreement. The Employment Contract and the LTIP also each contained an entire agreement clause, and had differing provisions as to choice of law and how variations to the contract might be made: at [29] and [32] to [34].

(3) The question of whether the dispute in OS 1215 fell within the scope of the EJC therefore engaged the Principle. Under the Principle, a jurisdiction clause in one contract (“Contract A”) might be interpreted to extend to another contract (“Contract B”) where (a) the wording of the clause in Contract A was fairly capable of applying to disputes in Contract B; (b) the parties to Contract A and Contract B were the same; (c) Contract A and Contract B were interdependent; (d) Contract A and Contract B were concluded at the same time as part of a single package or transaction; and/or (e) Contract A and Contract B dealt with the same subject matter (if concluded at different times): at [42].

(4) There was good reason to accept the Principle in Singapore law. The Principle provided a sound and useful framework for determining the proper ambit of a jurisdiction clause in multi-contract scenarios, and was a logical extension from the reasoning in Fiona Trust & Holding Corp v Privalov[2007] 4 All ER 951, which had been endorsed by Singapore courts on multiple occasions: at [45].

(5) Applying the Principle to the facts in this case, the parties had to have intended for the EJC to apply to disputes arising out of the LTIP. First, the EJC provided that Singapore would be the sole forum to which “any dispute” shall be referred to. It was not limited to disputes arising out of the Employment Contract and was capable of applying to disputes arising from the LTIP: at [53].

(6) Second, the Employment Contract and the LTIP were interdependent agreements that were negotiated as part of the same overall package, namely Ms Goh's compensation package as an ACP-S employee. The wording of the Employment Contract suggested that the parties had envisioned their contractual relationship as a composite arrangement, where the overall employment relationship would be governed by the Employment Contract, with certain details (namely, Ms Goh's participation in carried interest programmes) to be fleshed out in separate agreements such as the LTIP. Coupled with the fact that the LTIP did not contain a jurisdiction clause, it was apparent that the parties had opted to word the EJC broadly, such that it would govern any dispute arising out of the employment relationship: at [57], [62] and [63].

(7) Third, the Employment Contract and the LTIP also traversed the same subject matter and were concluded between the same parties. Ultimately, it could not have been the parties' intention, as rational business parties, for disputes arising out of their relationship to be fragmented across multiple jurisdictions. The EJC, correctly construed, therefore applied to disputes arising out of the LTIP: at [64], [69] and [75].

(8) Ms Goh had not demonstrated strong cause for granting a stay over the proceedings in OS 1215 despite the applicability of the EJC. The EJC was therefore engaged in the present case. The Judge's decision in RA 101 was accordingly set aside in its entirety, with the result that OS 1215 was to proceed: at [83] and [84].

Case(s) referred to

Allianz Capital Partners GmbH, Singapore Branch v Goh Andress [2022] SGHC 266 (overd)

Altera Absolute Global Master Fund v Sapinda Invest SARL [2018] 1 All ER (Comm) 71 (refd)

AmTrust Europe Ltd v Trust Risk Group SpA [2016] 1 All ER (Comm) 325 (folld)

Bunge SA v Shrikant Bhasi [2020] 2 SLR 1223 (refd)

Econ Piling Pte Ltd v NCC International AB [2007] SGHC 17 (refd)

Etihad Airways PJSC v Flöther [2020] 2 WLR 333 (refd)

Fiona Trust & Holding Corp v Privalov [2007] 4 All ER 951 (folld)

International Research Corp PLC v Lufthansa Systems Asia Pacific Pte Ltd [2014] 1 SLR 130 (refd)

Larsen Oil and Gas Pte Ltd v Petroprod Ltd [2011] 3 SLR 414 (refd)

Lee Chee Wei v Tan Hor Peow Victor [2007] 3 SLR(R) 537; [2007] 3 SLR 537 (folld)

Spiliada Maritime Corp v Cansulex Ltd [1987] AC 460 (refd)

Terre Neuve SARL v Yewdale Ltd [2020] EWHC 772 (Comm) (folld)

TMT Co Ltd v The Royal Bank of Scotland plc [2018] 3 SLR 70 (folld)

Trisuryo Garuda Nusa Pte Ltd v SKP Pradiksi (North) Sdn Bhd [2017] 2 SLR 814 (folld)

Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271 (folld)

Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029; [2008] 3 SLR 1029 (folld)

Facts

The appellant (“ACP-S”) was the Singapore branch of a German company, Allianz Capital Partners GmbH (“ACP”). The respondent, Ms Andress Goh (“Ms Goh”), was employed by ACP-S and was based in Singapore at all material times.

During her employment with ACP-S, Ms Goh was selected to participate in the Allianz Capital Partners Incentive Plan for Indirect Private Equity Investments (the “Incentive Plan”). Her participation in the Incentive Plan was pursuant to her employment contract with ACP-S (the “Employment Contract”), which provided that Ms Goh “may” participate in carried interest programmes of ACP. The Incentive Plan was one such carried interest programme and was administered by ACP subject to certain terms and conditions (the “Plan Terms”). Under the Incentive Plan, ACP had the discretion to allocate to an eligible employee a certain percentage of the performance fees that ACP had received in respect of investments made by ACP within a calendar year (an “Incentive Award”). Ms Goh was offered Incentive Awards in 2018, 2019 and 2020, and was notified of each Incentive Award through an allocation letter (an “Award Notice”). Ms Goh duly signed the respective Award Notices, thereby agreeing to be bound by the Plan Terms and to accept the respective Incentive Awards (collectively, the “LTIP”).

The Plan Terms provided that each Incentive Award would vest annually in tranches of 25% over a period of four years. If Ms Goh ceased employment before the vesting period ended, her entitlement to vested and unvested Incentive Awards depended on whether she was classified as a “Good Leaver”, “Normal Leaver” or “Bad Leaver”. In particular, a “Good Leaver” classification would result in her remaining entitled to vested and unvested Incentive Awards, while a “Normal Leaver” classification would only entitle her to vested Incentive Awards.

On 18 June 2021, Ms Goh expressed her intention to resign from employment. ACP subsequently informed her that she had been deemed a “Normal Leaver” for the purposes of the LTIP. Ms Goh, however, took the view that she ought to be deemed a “Good Leaver”. The difference in classification had a direct impact on Ms Goh's entitlement to unvested Incentive Awards.

On 26 November 2021, ACP-S commenced HC/OS 1215/2021 (“OS 1215”) seeking, inter alia, a declaration that Ms Goh was a “Normal Leaver” for the purposes of the LTIP. In response, Ms Goh filed HC/SUM 308/2022 (“SUM 308”) seeking a stay of proceedings on the ground that Germany was the more appropriate forum to hear the dispute in OS 1215. On 14 April 2022, an assistant registrar (the “AR”) dismissed SUM 308, on the basis that the dispute in OS 1215 fell within the scope of an exclusive jurisdiction clause in favour of Singapore in the Employment Contract (the “EJC”).

Ms Goh appealed against the AR's decision in HC/RA 101/2022 (“RA 101”). On 16 August 2022, the High Court judge (the “Judge”) allowed the appeal. In the Judge's view, the EJC applied only to disputes arising out of the Employment Contract, and the dispute in OS 1215 arose out of the LTIP rather than the Employment Contract. The Judge accepted the principle set out in Terre Neuve SARL (a company incorporated in France) and others v Yewdale Ltd and others[2020] EWHC 772 (Comm) that a jurisdiction clause in one contract could, in certain circumstances, be read as applying to a dispute arising from another contract (the “Extended Fiona Trust Principle” or the “Principle”). However, on the facts, the Judge found that the EJC properly construed did not apply to a dispute arising from the LTIP. Applying the test set out in Spiliada Maritime Corporation v Cansulex Ltd[1987] AC 460, the Judge concluded that the relevant connecting factors pointed to Germany as the more appropriate forum and accordingly granted a stay of the proceedings in OS 1215.

ACP-S appealed against the Judge's decision. On appeal, ACP-S submitted that the wording of the EJC was sufficiently broad to cover disputes arising out of the LTIP, and that applying the Principle, the Judge should have found that the EJC covered the dispute in OS 1215.

Legislation referred to

Bankruptcy Act (Cap 20, 2009 Rev Ed)

Companies Act (Cap 50,...