Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another suit
Jurisdiction | Singapore |
Judge | Quentin Loh J |
Judgment Date | 16 October 2012 |
Neutral Citation | [2012] SGHC 207 |
Court | High Court (Singapore) |
Docket Number | Suit No 63 of 2012 (Summons No 829 of 2012) and Suit No 64 of 2012 (Summons No 869 of 2012 and Summons No 985 of 2012) |
Published date | 17 October 2012 |
Year | 2012 |
Hearing Date | 09 July 2012,19 July 2012,12 July 2012 |
Plaintiff Counsel | Andrew J Hanam (Andrew LLC) |
Defendant Counsel | Ramalingam Kasi (Raj Kumar),Cheah Kok Lim (Cheah Associates LLC) |
Subject Matter | Conflicts of laws,Restraint of foreign proceedings,Natural forum,Contract,Remedies,Injunction,Tort,Inducement of breach of contract |
Citation | [2012] SGHC 207 |
This is a case involving overseas training centres for the training, testing and certification (under the requirements of the Building and Construction Authority (“BCA”)) and subsequent mobilisation of construction workers from Bangladesh to Singapore.
There were three applications in these two actions before me:
After hearing the parties, I dismissed Virsagi’s application in Summons 869 and granted Gazipur’s and Welltech’s applications in Summons 985 and Summons 829 respectively for a stay in Suit 63 and Suit 64 with the usual cost orders in favour of the successful parties. Virsagi has appealed against my decision and I set out the reasons for my decision.
Facts The joint venture for overseas test centresThe facts in [4] to [9] herein are not in dispute. In 2006, the BCA invited companies to set up authorised overseas test centres (“OTCs”) in India and Bangladesh in a bid to get workers for the construction industry to be trained, tested and certified before bringing them into Singapore. Welltech was established in the construction industry in Singapore and met the eligibility criteria set out by the BCA. Virsagi had the necessary expertise in operating an OTC but did not meet BCA’s criteria. Virsagi’s Mr Victor Lee (“Victor”) approached Welltech to collaborate. Welltech agreed.
On 6 December 2006, BCA granted Welltech approval to operate an OTC in Dhaka, Bangladesh (“Dhaka”). This approval or licence was for 3 years from 6 December 2009 and would be reviewed on a yearly basis thereafter. It was a condition of the approval that Welltech set up a company in Bangladesh to manage the OTC and retain at least a 30% shareholding.
Virsagi introduced a Bangladesh company, Rupsha Overseas Ltd, (“Rupsha”), to Welltech to be their local partner for the joint venture. A joint venture company was incorporated on 25 November 2011 and called Welltech Test Pvt Ltd (“WTPL”). An agreement, which was undated, was entered into between Welltech, Virsagi and Rupsha (“the Rupsha Agreement”), and this was submitted to the BCA by Welltech in a letter dated 24 November 2006. One Mr Jalal Yunos, a director of Rupsha, signed the Rupsha Agreement on behalf of Rupsha.
Sometime in early 2007, Virsagi and Welltech entered into a written agreement (“the Principal Agreement”), the relevant terms of which were:
Virsagi entered into an agreement dated 26 April 2007 with a local partner in Dhaka, GN International, to establish the OTC (“the Virsagi-GNI Agreement”). The OTC was duly set up and put into operation. As mentioned above (at [6]), WTPL was incorporated in Dhaka in November 2007. WTPL’s shares were held by representatives of the participant companies of the joint venture and not the participant companies themselves as provided for in the Principal Agreement (see [7(a)] above). Hence, out of the 100 shares that were issued, Victor held 40 shares as a representative of Virsagi, Mr Woon Wee Phong, a director of Welltech, held 30 shares and Badal/Gazipur held or came to hold 30 shares. Welltech and Badal further contend that WTPL remained dormant and operations and payments to and from the OTC (“WTPL’s OTC”) were made independently of WTPL between the parties by mutual agreement.
By a letter dated 10 January 2011, Welltech served a written notice of termination of the Principal Agreement as required under Clause 7 of the said agreement. Although Clause 11 of the Principal Agreement provided for a notice period of 6 months, at Victor’s request, Welltech extended the termination date to 31 December 2011. It is not disputed by any party that the Principal Agreement was validly brought to an end by Welltech on 31 December 2011.
Welltech alleged that the Rupsha Agreement was not properly implemented and without its knowledge, Rupsha was replaced with GN International and yet later with Gazipur. Welltech further alleged that Virsagi did not provide any funds and it later found out that almost all the funds were put up by Gazipur. Virsagi pleaded in Suit 64 that on or about 26 April 2009, GN International’s responsibilities under the Virsagi-GNI Agreement were assigned to Gazipur. Pursuant to this, Virsagi and Gazipur entered into the Gazipur Agreement.
Virsagi’s claims against Welltech did not, and indeed could not, arise under the Principal Agreement as all parties accept that the Principal Agreement was lawfully brought to an end on 31 December 2011. Virsagi instead sued Welltech in tort for inducing a breach of Gazipur Agreement and for unlawful interference with that agreement. Virsagi alleged that Welltech had taken steps together with Gazipur, to set up another OTC called Welltech Education Centre Pvt Ltd to divert the training and testing of workers away from WTPL, thereby bypassing Virsagi. Virsagi therefore sought an injunction to restrain Welltech from interfering with the Gazipur Agreement in general and in particular to allow Virsagi to resume registration for the tests, processing of test results and mobilisation of workers who have passed the tests as these were within Virsagi’s scope of works under the Gazipur Agreement.
The Gazipur Agreement The relevant portions of the Gazipur Agreement are as follows:
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Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd
...(‘CA 91’) were appeals against the decision by the judge (‘the Judge’) in Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd[2012] SGHC 207 (‘the GD’). 2 We dismissed the appeals and now give the detailed grounds for our decision. The facts Background to the dispute 3 In 2006, t......
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Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another appeal
...(“CA 91”) were appeals against the decision by the judge (“the Judge”) in Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd [2012] SGHC 207 (“the GD”). We dismissed the appeals and now give the detailed grounds for our decision. The Background to the dispute In 2006, the Buildi......