Case Details
- Citation: [2025] SGHCR 25
- Title: ALEKSANDR VIKTOROVICH PROSETSKII v IGOR SMIRNOV & 2 Ors
- Court: High Court (General Division)
- Originating Application No: 1311 of 2024
- Summonses: SUM 561/2025 and SUM 958/2025
- Decision Date(s): 28 March 2025, 7 and 16 May 2025, and 30 July 2025
- Judge: AR Chong Fu Shan
- Applicant/Claimant: Aleksandr Viktorovich Prosetskii (“Mr Prosetskii”)
- Respondents/Defendants: Igor Smirnov (“Mr Smirnov”), Infinite Tide Corp. (“ITC”), and Seasreno Marine Ltd (“SML”)
- Legal Area(s): Civil Procedure (service out of jurisdiction; exclusive jurisdiction clauses; forum conveniens; joinder of nominal defendants)
- Statutes Referenced: Not stated in the provided extract
- Cases Cited: Not stated in the provided extract
- Judgment Length: 53 pages, 16,028 words
Summary
This High Court decision concerns an application for permission to serve an originating process out of Singapore, where the claimant relies on contractual jurisdiction and governing law clauses contained in a trust deed. The central procedural question was whether an exclusive jurisdiction clause (and/or a choice of law clause) can ground service out when the defendant contends that there was no “meeting of minds” on the main agreement in the first place. The court also addressed whether service out may be granted against “nominal defendants” who are not said to be the direct wrongdoers, but are nevertheless joined so that relief sought by the claimant would bind them.
The court dismissed the defendants’ applications to set aside the Assistant Registrar’s “Service Out Order”. It held that the claimant had a “good arguable case” that there was sufficient nexus to Singapore, including a good arguable case that Mr Smirnov had signed the trust deed containing an exclusive jurisdiction clause in favour of the Singapore courts. The court further held that the doctrine of separability was not applicable in the way the defendants suggested in relation to the exclusive jurisdiction clause. Finally, the court found that Singapore was the forum conveniens and that there was a serious question to be tried on the merits.
What Were the Facts of This Case?
The claimant, Mr Aleksandr Viktorovich Prosetskii, is a businessman residing in Singapore. The first defendant, Mr Igor Smirnov, is a citizen of Moldova. Mr Smirnov is described as a businessman involved in trading petroleum products and maritime transportation. While it was undisputed that Mr Smirnov held one share in ITC and 250 shares in SML, the evidence suggested he did not have substantial assets in Moldova based on public records.
The second and third defendants are companies incorporated in offshore jurisdictions and structured as special purpose vehicles. ITC is incorporated in Seychelles and was used to hold property rights in a crude-oil tanker, the M/T Raven (“MT Raven”), purportedly valued at approximately US$37 million. SML is incorporated in the Marshall Islands and, like ITC, was a special purpose vehicle whose sole asset was the MT Raven until its ownership was transferred to ITC around February or March 2024. The court treated ITC and SML collectively as the “Companies” because their positions were aligned for the purposes of the service out applications.
The underlying dispute relates to an alleged trust deed executed between Mr Prosetskii and Mr Smirnov. Mr Prosetskii’s case is that he is the beneficial owner of the shares registered in Mr Smirnov’s name, and that those shares are held on trust for him by Mr Smirnov pursuant to a trust deed dated 28 February 2024 (“Trust Deed”). The Trust Deed, on its face, imposes obligations on Mr Smirnov as trustee, including obligations to transfer and deal with the shares so that Mr Prosetskii may direct. Importantly for the procedural issues, the Trust Deed contains (i) an express choice of Singapore law and (ii) an exclusive jurisdiction clause in favour of the Singapore courts.
Mr Prosetskii’s narrative is that he did not know Mr Smirnov personally. Instead, he communicated with intermediaries, including Mr Ivan Obukhov and Mr Mikhail Ivanov, who managed the shipping and corporate arrangements. Around January 2024, Mr Ivanov informed Mr Prosetskii that Seychelles had become a more convenient jurisdiction than the Marshall Islands for the shipping business and that a new Seychelles company would be incorporated, with the MT Raven ownership to be transferred from SML to that new company. Mr Prosetskii agreed. Subsequently, Mr Obukhov informed him that the nominee shareholder would be “I. Smirnov” and later that the Seychelles company was ITC.
According to Mr Prosetskii, on or around 21 February 2024 he requested a copy of Mr Smirnov’s passport, which was sent via Telegram. On 23 February 2024, he prepared a draft Trust Deed and asked Mr Obukhov to procure Mr Smirnov’s signature. On 28 February 2024, Mr Smirnov allegedly signed the Trust Deed, witnessed by Ms Xenia Ciudac. Mr Obukhov then sent a PDF copy of the signed Trust Deed to Mr Prosetskii via Telegram. On 1 March 2024, a further PDF version was sent by email in accordance with clause 10 of the Trust Deed, which permitted notices or communications to be sent to specified email addresses, including Mr Smirnov’s Protonmail account (“Smirnov Protonmail Account”). Mr Prosetskii then signed the Trust Deed, with his signature later backdated to 28 February 2024 for consistency.
After execution, Mr Prosetskii sought the original Trust Deed to be sent to him in Singapore. He emailed the Smirnov Protonmail Account on 22 April 2024 and again on 21 May 2024, requesting either the original deed or a scanned copy. He received no response. He also alleged that Mr Obukhov and Mr Ivanov were evasive in providing information about the Companies and the MT Raven. Through his own investigations, Mr Prosetskii discovered that the flag state of the MT Raven and the ship management company were changed multiple times without his knowledge, leaving him “in the dark” about the Companies’ affairs.
What Were the Key Legal Issues?
The first key issue was procedural: whether the claimant could obtain permission to serve the originating process out of jurisdiction where the claimant relies on an exclusive jurisdiction clause and/or choice of law clause in the Trust Deed, but the defendants contend that there was no meeting of minds on the main agreement. In other words, the court had to consider how far contractual jurisdiction clauses can be used at the service-out stage when the defendant challenges the existence or formation of the underlying contract.
The second issue concerned the scope of service out against the Companies. The court had to determine whether service out may be granted in respect of “nominal defendants” against whom the claimant does not assert a direct cause of action, but who are joined so that the relief sought would be binding on them. This required the court to examine whether the Companies were necessary or proper parties to the claim for the purposes of the procedural framework governing service out and joinder.
The third issue was whether Singapore was the forum conveniens. Even where service out is procedurally permissible, the court must consider whether Singapore is the appropriate forum for the dispute, taking into account the connecting factors and the practical realities of the litigation.
How Did the Court Analyse the Issues?
The court began by setting out the principles applicable to obtaining permission for service out of jurisdiction. Although the extract does not reproduce the full statutory or rule-based framework, the judgment’s structure indicates that the court applied the established service-out test: the claimant must show (among other requirements) a good arguable case that the claim falls within the relevant jurisdictional gateway, that there is a sufficient nexus to Singapore, and that there is a serious question to be tried on the merits. The court also considered the forum conveniens requirement, which asks whether Singapore is the appropriate forum in the interests of justice.
On the nexus point, the court held that there was a good arguable case that a sufficient nexus existed to Singapore. A major component of that nexus was the exclusive jurisdiction clause in the Trust Deed. The court found that there was a good arguable case that Mr Smirnov had signed the Trust Deed. This finding mattered because the defendants’ attempt to resist service out depended on undermining the formation of the Trust Deed and, by extension, the jurisdiction clause contained within it.
Crucially, the court addressed the defendants’ reliance on the doctrine of separability. The doctrine of separability is often invoked in arbitration contexts to treat an arbitration agreement as independent of the main contract. Here, however, the court held that separability was not applicable to the exclusive jurisdiction clause in the way the defendants suggested. The court’s reasoning, as reflected in the extract, indicates that the jurisdiction clause could not be treated as severable in a manner that would automatically prevent the court from considering it at the service-out stage when the claimant alleges that the defendant signed the instrument containing that clause.
Accordingly, the court treated the exclusive jurisdiction clause as a relevant connecting factor at the permission stage. The court did not finally determine whether the Trust Deed was validly formed; rather, it assessed whether the claimant’s case was arguable and whether the jurisdiction clause could be relied upon for the limited purpose of establishing nexus for service out. The court’s approach reflects a pragmatic balance: it avoids a mini-trial on contract formation while ensuring that service out is not granted on speculative or unsupported assertions.
The court also addressed the Companies’ position as nominal defendants. The defendants argued, in substance, that service out should not be granted against parties against whom no direct cause of action was asserted. The court rejected this. It held that the Companies were necessary or proper parties to the claim. The rationale was that the relief sought by Mr Prosetskii was intended to bind those entities, and their joinder was therefore not merely formal. This analysis aligns with the broader procedural principle that litigation should be conducted in a manner that avoids inconsistent outcomes and ensures that parties who are directly affected by the relief are before the court.
On forum conveniens, the court concluded that Singapore was the forum conveniens. While the extract does not detail the competing factors, the court’s conclusion suggests that Singapore’s connection—particularly through the exclusive jurisdiction clause and the claimant’s residence—outweighed the defendants’ offshore locations. The court’s reasoning also indicates that the practical management of the case, including the availability of evidence and the coherence of litigating the dispute in one forum, supported Singapore as the appropriate venue.
Finally, the court considered whether there was a serious question to be tried on the merits. At the service-out stage, the court does not decide the merits definitively; it assesses whether the claim is not frivolous or vexatious and whether there is a real issue to be tried. The court found that such a serious question existed. This finding, combined with the nexus and forum conveniens conclusions, supported the Assistant Registrar’s decision to grant permission for service out.
What Was the Outcome?
The court dismissed both defendants’ applications to set aside the Service Out Order. In practical terms, this meant that Mr Prosetskii was permitted to serve the originating process on the defendants out of Singapore, enabling the dispute to proceed in the Singapore High Court despite the defendants’ foreign connections.
The decision therefore confirms that, at least on the facts presented, contractual jurisdiction clauses in instruments alleged to have been signed can be relied upon to establish the necessary nexus for service out, even where the defendant raises a formation challenge. It also confirms that nominal defendants may be served out where they are necessary or proper parties to ensure that the relief sought can bind them.
Why Does This Case Matter?
This case is significant for practitioners because it clarifies how Singapore courts approach service out where the claimant relies on an exclusive jurisdiction clause and the defendant contests the existence of the underlying agreement. The court’s emphasis on a “good arguable case” that the defendant signed the Trust Deed shows that formation disputes are not automatically fatal to service-out applications. Instead, the court will assess whether the claimant’s evidence and pleadings provide a credible basis to treat the jurisdiction clause as engaged for the limited procedural purpose of establishing nexus.
Equally important is the court’s treatment of separability. By holding that the doctrine of separability was not applicable to the exclusive jurisdiction clause in the manner argued, the decision provides guidance on how separability principles should be confined to their proper context. For litigators, this affects strategy: defendants cannot assume that formation challenges will always neutralise the jurisdiction clause at the service-out stage, and claimants should ensure that their evidence supports at least an arguable link between the defendant and the instrument containing the jurisdiction clause.
The decision also has practical implications for joinder and service out against offshore corporate entities. The court’s acceptance that the Companies were necessary or proper parties underscores that service-out applications should be evaluated in light of the relief sought and the need to bind affected parties. This is particularly relevant in trust and corporate nominee structures, where the “wrong” may be mediated through offshore vehicles and where effective remedies may require those vehicles to be before the court.
Legislation Referenced
- Not specified in the provided extract.
Cases Cited
- Not specified in the provided extract.
Source Documents
This article analyses [2025] SGHCR 25 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.