PT Karya Indo Batam v Wang Zhenwen

• Jurisdiction: Singapore
• Judge: Lee Seiu Kin J
• Judgment Date: 13 July 2021
• Court: High Court (Singapore)
• Docket Number: Suit No 104 of 2020 (Summons No 4991 of 2020)

PT Karya Indo Batam

and

Wang Zhenwen and others (Wang Zhenwen and others, third parties)

[2021] SGHC 177

Lee Seiu Kin J

Suit No 104 of 2020 (Summons No 4991 of 2020)

General Division of the High Court

Conflict of Laws — Restraint of foreign proceedings — Comity — Indonesian courts having not decided whether proceedings ought to be stayed — Whether anti-suit injunction then breach of comity

Conflict of Laws — Restraint of foreign proceedings — Vexatious and oppressive conduct — Plaintiff commencing two proceedings in Indonesia after commencing proceedings in Singapore — Whether proceedings duplicitous — Whether commencing duplicitous proceedings vexatious and oppressive — Whether burden of proof shifted to plaintiff to prove duplicitous proceedings not vexatious and oppressive

Equity — Maxims — Clean hands — Defendant filing land-blocking request in Indonesia — Whether defendant submitted to jurisdiction of Indonesian courts before applying for anti-suit injunction — Whether application for anti-suit injunction made in bad faith

Injunctions — Application — Anti-suit injunction — Plaintiff claiming material non-disclosure in inter partes application for anti-suit injunction — Whether anti-suit injunction should not be granted for material non-disclosure

Held, granting the application:

(1) The law governing the granting of anti-suit injunctions was clearly set out in Lakshmi Anil Salgaocar v Jhaveri Darsan Jitendra[2019] 2 SLR 372, so the principles in American Cyanamid Co v Ethicon Ltd[1975] AC 396 pertaining to the granting of injunctions were irrelevant in this context: at [17] and [21].

(2) Five factors were relevant in determining whether an anti-suit injunction should be granted: (a) whether the injunction respondent was amenable to the jurisdiction of the Singapore court; (b) the natural forum for resolution of the dispute between the parties; (c) the alleged vexation or oppression to the injunction claimant if the foreign proceedings were to continue; (d) the alleged injustice to the injunction respondent as an injunction would deprive it of the advantages sought in the foreign proceedings; (e) whether the institution of the foreign proceedings was in breach of any agreement between the parties. In the present case, parties disputed whether the Indonesian Actions were vexatious or oppressive to OBPL: at [18], [19] and [25].

(3) The presence of a lis alibi pendens, or duplicitous proceedings, was relevant to the inquiry of whether the continuation of the foreign proceedings would be vexatious or oppressive to the applicant. A lis alibi pendens could arise in two situations: (a) where the same plaintiff sued the defendant in Singapore and abroad (“common plaintiff situation”); and (b) where the defendant sued the plaintiff abroad or vice versa (“reversed parties situation”). The present case concerned a common plaintiff situation. Across the three actions, the similarity in the parties, causes of actions, and reliefs sought showed that the Indonesian Actions were duplicitous: at [28] to [46].

(4) Generally, the injunction applicant bore the burden of proving that the continuation of foreign proceedings would be vexatious or oppressive to it. In the context of forum election, where a lis alibi pendens was proven in a common plaintiff situation, the burden of proof shifted to the common plaintiff to justify the continuation of proceedings by showing very unusual circumstances. However, in the context of granting of an anti-suit injunction, the position was open as to whether the burden of proof would similarly shift, under the same circumstances, to the injunction respondent to show that the continuation of foreign proceedings was not vexatious or oppressive to the injunction applicant. Since the same concerns pertaining to a common plaintiff situation applied to both legal contexts, viz, wasting judicial resources and the risk of conflicting decisions, there was no reason for a disparity to exist in these two areas of law. Here, because there was a lis alibi pendens, the burden of proof shifted to PT KIB to show that the continuation of the Indonesian Actions were not vexatious and oppressive to OBPL: at [48], [51], [54], [56] and [58].

(5) Even where the foreign court had declined to stay its proceedings, it would not invariably be a breach of comity for the domestic court to grant an anti-suit injunction if the latter found that: (a) it was clearly the more appropriate forum for the dispute; and (b) the injunction respondent had acted in a vexatious or oppressive manner in commencing the foreign proceedings. Since these two factors were satisfied and OBPL had not even been served in the Indonesian Actions, there was a fortiori no breach of comity: at [62].

(6) OBPL made the application with clean hands. Its previous land-blocking request in Batam was not tantamount to an injunction application and OBPL thus did not submit to Indonesian courts. Also, the present application was not made on an ex parte basis, so OBPL did not bear a duty of full and frank disclosure: at [65] to [71].

[Observation: An anti-suit injunction was granted on the basis of the injunction applicant's own legitimate interest in protecting the integrity of the proceedings in Singapore and was directed against the injunction respondents. Hence, although parties to the foreign proceedings that were not present in the proceedings in Singapore could benefit from the granting of an anti-suit injunction, the presence of such parties did not entail that an issue regarding the applicant's locus standi arose: at [23] and [24].]

Case(s) referred to

American Cyanamid Co v Ethicon Ltd [1975] AC 396 (distd)

Beckkett Pte Ltd v Deutsche Bank AG [2011] 1 SLR 524 (folld)

John Reginald Stott Kirkham v Trane US Inc [2009] 4 SLR(R) 428; [2009] 4 SLR 428 (folld)

Koh Kay Yew v Inno-Pacific Holdings Ltd [1997] 2 SLR(R) 148; [1997] 3 SLR 121 (folld)

Lakshmi Anil Salgaocar v Jhaveri Darsan Jitendra [2019] 2 SLR 372 (folld)

PT Sandipala Arthaputra v STMicroelectronics Asia Pacific Pte Ltd [2015] 5 SLR 873 (folld)

Société Nationale Industrielle Aerospatiale v Lee Kui Jak [1987] AC 871 (folld)

Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd [2013] 4 SLR 1097 (folld)

Yusen Air & Sea Service (S) Pte Ltd v KLM Royal Dutch Airlines [1999] 2 SLR(R) 955; [1999] 4 SLR 21 (refd)

Facts

The plaintiff (“PT KIB”) and the fourth defendant (“OBPL”) set up a joint venture company (“PT OKIB”) to develop an integrated commercial and residential project in Batam (“the Batam Project”).

PT KIB commenced four actions in relation to a dispute over the Batam Project. On 3 February 2020, PT KIB commenced an action in Singapore against OBPL and other related parties. On 27 August 2020, PT KIB commenced an action against PT OKIB in the Batam District Court (“the 1st Batam Action”), but parties reached a settlement on 9 September 2020. On 21 September 2020, PT KIB commenced an action against OBPL and PT OKIB in the Batam District Court (“the 2nd Batam Action”). On the next day, PT KIB commenced an action against OBPL and other related parties in the Central Jakarta District Court (“the Jakarta Action”). The 2nd Batam Action and the Jakarta Action would be collectively referred to as the “Indonesian Actions”.

In these proceedings, OBPL sought an anti-suit injunction to restrain PT KIB's pursuit of the Indonesian Actions. The central point of contention was whether PT KIB's conduct was vexatious and oppressive. OBPL argued that this factor was satisfied mainly because the Indonesian Actions were duplicitous proceedings (ie, a lis alibi pendens). PT KIB objected to OBPL's application on three bases. Firstly, the Indonesian Actions were not duplicitous. Secondly, the granting of an anti-suit injunction would lead to a breach of comity as it would prevent the Indonesian courts from first deciding whether the Indonesian Actions ought to be stayed. Lastly, because OBPL had submitted a land-blocking request in Batam, OBPL had submitted to the jurisdiction of the Indonesian courts and its application for an anti-suit injunction was thus made in bad faith.

Yeo Lai Hock Nichol, Qua Bi Qi, andZhang Jun (Solitaire LLP) for the applicant;

Chia Jin Chong Daniel and Tan Lin Yin Vickie (Coleman Street Chambers LLC) for the respondent;

Lim Min (K&L Gates Straits Law LLC) for the second defendant (watching brief).

13 July 2021

Lee Seiu Kin J:

Introduction

1 This is an application by Oxley Batam Pte Ltd (“OBPL”), the fourth defendant in Suit No 104 of 2020 (“Suit 104”), for an anti-suit injunction against PT Karya Indo Batam (“PT KIB”), the plaintiff in Suit 104, to restrain the latter from continuing actions against OBPL and various other entities in Batam and Jakarta. I will refer to OBPL and PT KIB by their names or as “the applicant” and “the respondent” respectively.

2 Having heard the parties' submissions, I was satisfied that the circumstances justify granting the anti-suit injunction sought by the applicant. I detail my reasoning below in these grounds of decision.

Facts

3 The present dispute arises out of a joint venture between PT KIB and OBPL to develop an integrated commercial and residential project in Batam, Indonesia, known as Oxley Convention City (the “Batam Project”).

4 The Batam Project is carried out through a joint venture company, PT Oxley Karya Indo Batam (“PT OKIB”), in which PT KIB and OBPL were equal shareholders.

5 PT KIB is a company incorporated in Indonesia. Its principal business is real estate development, viz, in owning or leasing property, land preparation, and construction of buildings for hotel and apartments.

6 OBPL is a private limited company incorporated in Singapore and it similarly deals with real estate development. OBPL was originally a wholly owned subsidiary of Oxley International Holdings Pte Ltd (“OIH”). On or about May 2018, Rich Capital Holdings Ltd (“RCH”), through its wholly-owned subsidiary, Rich Batam...