Giant Light Metal Technology (Kunshan) Company Ltd v Aksa Far East Pte Ltd

• Jurisdiction: Singapore
• Judgment Date: 28 January 2014
• Date: 28 January 2014
• Docket Number: Suit No 105 of 2012
• Court: High Court (Singapore)

Giant Light Metal Technology (Kunshan) Co Ltd

Plaintiff

and

Aksa Far East Pte Ltd

Defendant

[2014] SGHC 16

Andrew Ang J

Suit No 105 of 2012

High Court

Conflict of Laws—Foreign judgments—Enforcement—Buyer suing and obtaining judgment against wholesaler for breach of contract in People's Republic of China—Seller not abiding by its obligations under foreign judgment—Buyer seeking to enforce foreign judgment in Singapore—Whether foreign judgment could be enforced in Singapore—Whether foreign judgment was judgment for definite or ascertainable sum of money

Conflict of Laws—Foreign judgments—Recognition—Buyer suing and obtaining judgment against seller for breach of contract in People's Republic of China—Seller not abiding by its obligations under foreign judgment—Buyer seeking to enforce foreign judgment in Singapore—Whether foreign judgment could be recognised in Singapore—Whether foreign judgment was judgment of court having international jurisdiction for purposes of Singapore private international law—Whether seller submitted to jurisdiction of foreign court under Singapore private international law for purposes of establishing international jurisdiction

On 16 December 2010, Giant Light Metal Technology (Kunshan) Co Ltd (‘the Plaintiff’) obtained judgment against Aksa Far East Pte Ltd (‘the Defendant’) in the Suzhou Intermediate Court, Jiangsu Province, in the People's Republic of China (‘the PRC Court’) for breach of contract (‘the PRCJudgment’). The Plaintiff then sought to enforce against the Defendant in Singapore the PRC Judgment for the payment of various sums of moneys. In 2003, the parties had entered into a contract for the Plaintiff to purchase from the Defendant two generators sets (‘the Contract’), for which the Plaintiff paid US$190,000. The generator sets delivered were not what the Plaintiff bargained for, and it accordingly instituted civil proceedings against the Defendant in the PRC Court on 25 July 2005 (‘the 2005 Proceedings’). The Defendant filed a defence to this claim and also sent a representative to attend the court hearings. Subsequently, the 2005 Proceedings were discontinued on 10 September 2007 so that the parties could negotiate a settlement. The out-of-court negotiations failed, and on 9 May 2008 the Plaintiff re-commenced proceedings for the same claim against the Defendant in the PRC Court (‘the 2008 Proceedings’). The Defendant did not enter an appearance in the later proceedings and judgment was entered against the Defendant as a result (viz, the PRC Judgment). The PRC Judgment ordered, inter alia,that: (a) the Contract be rescinded; (b) the Plaintiff return the generator sets to the Defendant; (c) the Defendant refund the price of US$190,000 to the Plaintiff; and (d) the Defendant compensate the Plaintiff RMB 7,088 for transport costs paid for moving the generator sets from the dock to the Plaintiff's factory during delivery. The Defendant did not collect the generator sets although the Plaintiff was ready and willing for the Defendant to do so. Neither did the Defendant pay the judgment sums ordered under the PRC Judgment. As a result, the Plaintiff on 10 February 2012 commenced the present action in Singapore, claiming, inter alia,the sums of US$190,000 and RMB 7,088 as ordered under the PRC Judgment, and the Defendant's share of the PRC Court fees which had been paid by the Plaintiff, interest and costs.

Held, allowing the claim:

(1) Whether a party had voluntarily submitted to the foreign court's jurisdiction was a question for Singapore private international law rules. However, the court in deciding whether there was submission for the purposes of international jurisdiction will also take into consideration the domestic law of the court from which the foreign judgment originated in order to appreciate the significance of the steps taken by the parties in the foreign proceedings: at [25] and [26] .

(2) The Defendant by entering a defence in the 2005 Proceedings had submitted to the jurisdiction of the PRC Court for the purposes of international jurisdiction: at [27] .

(3) The basis upon which the PRC Court took jurisdiction over the 2008 Proceedings was not submission by the Defendant to the jurisdiction of the PRC Court under PRC domestic law. Nonetheless, the PRC Court had properly taken jurisdiction over the 2008 Proceedings under its own laws such that submission was unnecessary: at [31] to [36] .

(4) The Defendant by filing its defence to the 2005 Proceedings had unequivocally consented to the jurisdiction of the PRC Court, and it was possible to impute that consent to the subsequent proceedings (viz,the 2008 Proceedings): at [42] and [43] .

(5) Consent to the jurisdiction of the court in earlier proceedings could be imputed or, in other words, inchoate submission could be said to arise where the subsequent proceedings concerned the same subject matter or were related to the original proceedings. Whether subsequent proceedings concerned the same subject matter or were related to the original proceedings was a matter of degree based on the circumstances: at [49] .

(6) The courts in making such a decision would be informed by concerns of fairness to both parties, and also a desire to disregard technical impediments created by procedural rules under both foreign and forum law: at [49] .

(7) The present case was one that warranted a finding of inchoate submission by the Defendant to the 2008 Proceedings. There was no unfairness to the Defendant in imputing such consent, but there would be unfairness to the Plaintiff were the Defendant allowed to take advantage of abortive out-of-court negotiations to escape liability for its wrongdoing: at [50] and [51] .

(8) By reason of such imputed consent or inchoate submission, the Defendant had submitted to the jurisdiction of the PRC Court in the 2008 Proceedings under Singapore private international law and, accordingly, the PRC Judgment was a judgment of a court that had international jurisdiction for the purposes of recognition and enforcement: at [52] .

(9) The common law action to enforce a foreign judgment where that judgment was entitled to recognition was to commence proceedings claiming the judgment sum under the foreign judgment as a debt: at [62] .

(10) The law from which the foreign judgment originated would determine the nature of the obligations owed under the foreign judgment: at [66] .

(11) Under the PRC Judgment, the obligation for the Plaintiff to return the generator sets to the Defendant meant only that the Plaintiff was to make the generator sets available at its premises for collection by the Defendant: at [68] and [69] .

(12) The Plaintiff had done all that was required of it under the PRC Judgment, and the Defendant's obligation to pay the Plaintiff the judgments sums owed under the PRC Judgment could found the claim in debt for the purposes of enforcement in Singapore: at [70] and [71] .

(13) The Plaintiff's claim was not precluded because the PRC Judgment comprised other obligations which were not for a definite sum of money: at [74] to [76] .

Adams v Cape Industries plc [1990] Ch 433 (distd)

Akai Pty Ltd v People's Insurance Co Ltd [1998] 1 Lloyd's Rep 90 (refd)

Beals v Saldanha [2003] 3 SCR 416 (refd)

Beatty v Beatty [1924] 1 KB 807 (refd)

Buchanan v Rucker (1808) 9 East 192; 103 ER 546 (refd)

Carl Zeiss Stiftung v Rayner & Keeler Ltd [1967] 1 AC 853 (refd)

Clarke v Fennoscandia Ltd [2007] UKHL 56 (refd)

Colt Industries Inc v Sarlie (No 2) [1966] 1 WLR 1287 (refd)

Godard v Gray (1870) LR 6 QB 139 (refd)

Huntington v Attrill [1893] AC 150 (refd)

Joint Stock Company ‘Aeroflot - Russian Airlines’ v Boris Abramovich Berezovsky [2012] EWHC 3017 (Ch) (folld)

Lawrence Robert Whyte v Marsha Whyte [2005] EWCA Civ 858 (folld)

Lewis v Eliades [2004] 1 WLR 692 (distd)

Murthy v Sivajothi [1999] 1 WLR 467 (folld)

Poh Soon Kiat v Desert Palace Inc [2010] 1 SLR 1129 (refd)

Ralli v Anguilla [1915-23] XV SSLR 33 (refd)

Raulin v Fischer [1911] 2 KB 93 (distd)

Rubin v Eurofinance SA [2013] 1 AC 236 (refd)

Russell v Smyth (1842) 9 M & W 810; 152 ER 343 (folld)

United States of America v Inkley [1989] QB 255 (refd)

WSG Nimbus Pte Ltd v Board of Control for Cricket in Sri Lanka [2002] 1 SLR (R) 1088; [2002] 3 SLR 603 (folld)

Protection of Trading Interests Act 1980 (c 11) (UK) s 5

Supreme Court of Judicature Act 1873 (c 66) (UK)

Rebecca Chew Ming Hsien, Paul Tan Beng Hwee and Lim Huay Ching (Rajah & Tann LLP) for the plaintiff

Goh Siong Pheck Francis, Loh Ern-Yu Andrea and Samantha Shing (Harry Elias Partnership LLP) for the defendant.

Andrew Ang J

Introduction

1 This was an action concerning the recognition and enforcement at common law of a foreign judgment obtained from the Suzhou Intermediate Court, Jiangsu Province, in the People's Republic of China (‘the PRC Court’). In particular, the case raised novel issues as to when a foreign court is said to have international jurisdiction and how a foreign judgment is enforced by the Singapore courts under Singapore private international law.

2 On 16 December 2010, Giant Light Metal Technology (Kunshan) Co Ltd (‘the Plaintiff’) successfully obtained judgment against Aksa Far East Pte Ltd (‘the Defendant’) in the PRC Court for breach of contract (‘the PRCJudgment’). The Plaintiff then sought to enforce against the Defendant in Singapore the PRC Judgment for the payment of various sums of moneys.

Background facts

3 The Plaintiff is a company incorporated in the People's Republic of China (‘the PRC’) and is engaged in designing and producing aluminium and alloy materials for the purposes of industrial and commercial use.

4 The Defendant is a company incorporated in Singapore and is in the business of general wholesale trade, including general import and export of goods.

5 On or around 18 December 2003, the parties entered into a contract for the Plaintiff to...