BCS Business Consulting Services Pte Ltd v Baker, Michael A
Jurisdiction | Singapore |
Judge | Steven Chong JCA,Belinda Ang Saw Ean JAD,Arjan Kumar Sikri IJ |
Judgment Date | 21 September 2022 |
Docket Number | Civil Appeal No 70 of 2021 |
Court | Court of Appeal (Singapore) |
Steven Chong JCA, Belinda Ang Saw Ean JAD and Arjan Kumar Sikri IJ
Civil Appeal No 70 of 2021
Court of Appeal
Civil Procedure — Injunctions — Anti-suit injunctions — Injunction defendant continuing to prosecute in overseas proceedings matters already decided by Singapore courts — Whether such prosecution amounted to abuse of process of forum court and/or vexatious and oppressive conduct
Conflict of Laws — Restraint of foreign proceedings — Whether factors of natural forum and legitimate juridical advantage relevant for anti-suit injunction granted in exercise of court's inherent power to protect integrity of its processes
Held, dismissing the appeal:
(1) The issuance of the ASI in the present case could be justified on two jurisdictional bases. First, an abuse of the forum court's process, or the need to protect the processes, jurisdiction or judgments of the forum court. Second, vexatious and oppressive conduct, in that it would also be vexatious and oppressive to the respondent for BCS to seek to relitigate in the Californian Proceedings matters which were already decided between the parties by reason of the judgment in Suit 3 (the “Suit 3 Judgment”). Under the first jurisdictional basis, the grant of an ASI was founded on the inherent power of the forum court to protect the integrity of its processes once set in motion. On the other hand, where the court granted an ASI under the second jurisdictional basis, this was in the exercise of the court's equitable jurisdiction to restrain unconscionable conduct or the unconscientious exercise of legal rights: at [53] and [54].
(2) An overlap between these two jurisdictional bases occurred not infrequently as the reported cases did not always distinguish between the precise jurisdictional bases for the grant of an ASI. Nevertheless, an overriding principle of the court's broad power in granting an ASI was that it would be granted where it was in the interests of justice to do so, and the categories of cases engaging these two bases were not closed. Further, two factors typically considered in the grant of an ASI under the equitable jurisdiction – that of the natural forum for the resolution of the dispute between the parties, and alleged injustice to the defendants to an ASI from an injunction depriving them of the advantages sought in the foreign proceedings – had no relevance in the case of an ASI granted to protect the processes, jurisdiction or judgments of the forum court in the exercise of the court's inherent jurisdiction: at [55] and [56].
(3) The claim in judicial estoppel was directed at the enforcement of the Trust, and was premised on the same factual basis (namely, Chantal's false representations in the US Bankruptcy Proceedings) as relied on by the appellants in Suit 3 to argue that the alleged Trust was illegal as a matter of Singapore law and California law. In substance, therefore, the claim in judicial estoppel was raised and decided in Suit 3. If BCS succeeded in its claim in judicial estoppel in the Californian Proceedings, this would result in the defendants in the Californian Proceedings being liable to BCS for the Trust Assets and Trust Moneys that were determined in Suit 3 to belong to the respondent: at [60] to [63].
(4) The SICC had drawn a distinction between consecutive proceedings, where the forum court has already issued a judgment; and concurrent proceedings, where such a judgment had yet to be rendered at the time when the action was commenced in the foreign jurisdiction. In the former situation, it would be vexatious and oppressive for the defendant to an ASI to commence foreign proceedings, so as to relitigate issues that had been decided by the forum court. It was therefore crucial for the forum court to examine the status of the two proceedings at the time when the ASI was sought. Here, the ASI was only sought by the respondent after the Singapore courts had conclusively determined the enforceability of the Trust, and the rights of the respondent to the Trust Assets and Trust Moneys. To the extent that BCS's claims in the Californian Proceedings sought to challenge or relitigate the findings in the Suit 3 Judgment, that would clearly constitute an abuse of the forum court's process and vexatious and oppressive conduct: at [36] and [72].
(5) Where an injunction was sought on the basis that the defendant's conduct constituted an abuse of the forum court's process, it was not generally necessary to demonstrate that the court was the natural forum for the dispute which was the subject matter in the foreign court. Further, in deciding whether the proceedings were consecutive or concurrent, what was material was to examine when the specific claim to which the ASI was directed to enjoin was introduced in the foreign proceedings. Here, the Californian Proceedings in so far as the claim in judicial estoppel was concerned was consecutive to the Suit 3 Judgment. Where, as in the present case, a judgment on the merits had been issued in the forum court which was in substance identical to the specific dispute raised in the foreign proceedings, it would be plainly incongruous and perhaps even disingenuous for the party resisting the ASI to suggest that the natural forum for that dispute was nonetheless in some other jurisdiction: at [73] and [77].
(6) The appellants' argument that they could not reasonably have been expected to raise the doctrine of judicial estoppel in Suit 3 was rejected. It was inherent in a world with different legal systems that parties might rely on the same subject matter to formulate different causes of action. What was crucial was to examine the substance of the cause of action or defence raised in the foreign proceedings. Further, the doctrine was not raised in circumstances where the appellants had already raised other US doctrines and procedural rules. The judicial estoppel claim was either an afterthought or kept in reserve: at [81], [82] and [84].
(7) The court agreed with the scope of the ASI as ordered by the SICC. Certain other claims in the Californian Proceedings were not raised and therefore not strictly decided in Suit 3, and correctly fell outside the scope of the ASI: at [87] to [89] and [90].
(8) The appellants' argument that the doctrine of judicial estoppel was an advantage that BCS could enjoy only before the US courts was irrelevant in the context of an ASI granted on the basis of an abuse of the forum court's process. More injustice would be occasioned to the respondent in having to relitigate matters already decided in Suit 3, were the injunction not issued: at [91] to [93].
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The respondent had commenced SIC/S 3/2018 (“Suit 3”) as executor on behalf of the estate of Ms Chantal Burnison (the “Estate” and “Chantal”) in Singapore alleging, amongst other things, that the appellants had breached their fiduciary duties as trustees under a trust agreement (the “Trust”) to hold and manage assets, including the moneys and income generated from certain intellectual property rights (the “Trust Assets” and “Trust Moneys”) for Chantal. While the proceedings were pending before the Singapore International Commercial Court (the “SICC”), the first appellant, BCS Business Consulting Services Pte Ltd (“BCS”) commenced proceedings in California (the “Californian Proceedings”) against the respondent and one of Chantal's companies in the US, BCS Pharma Corp (“BCS Pharma”). The respondent prevailed before the SICC. After the appeal against the decision...
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