Case Details
- Citation: [2025] SGHCR 18
- Title: Armira Capital Ltd v Ji Zenghe and others
- Court: High Court of the Republic of Singapore (General Division)
- Date of decision: 20 June 2025
- Proceeding: Bill of Costs No 171 of 2024
- Underlying action: Originating Claim No 36 of 2023 (“OC 36”)
- Applicant/Plaintiff: Armira Capital Ltd
- Respondents/Defendants: Ji Zenghe; Fan Xianyong; Oriental Straits Fund III (“OSF III”)
- Judge: AR Gan Kam Yuin
- Hearing dates: 15, 17 April and 6 May 2025
- Legal area: Civil Procedure — Costs (assessment on an indemnity basis)
- Statutes referenced: First Schedule to the Supreme Court of Judicature Act
- Key procedural orders in OC 36: (i) 29 December 2023 (HC/ORC 110/2024) re SUM 1915; (ii) 7 May 2024 (HC/ORC 2197/2024) re SUM 653; (iii) 11 September 2024 (HC/ORC 4932/2024) re SUM 1463
- Costs assessment instrument: Bill of Costs No 171 of 2024 (“BC 171”)
- Rules of Court referenced (procedural context): Order 21 r 20 of the Rules of Court 2021; Form B31 of Appendix B of the Supreme Court Practice Directions 2021
- Judgment length: 51 pages, 14,760 words
- Cases cited: [2016] SGHC 278; [2023] SGHC 195; [2025] SGHCR 18
Summary
Armira Capital Ltd v Ji Zenghe and others [2025] SGHCR 18 is a High Court (General Division) decision on the assessment of costs in a Bill of Costs arising from multiple interlocutory applications within OC 36. The applicant, Armira Capital Ltd (“Armira”), obtained three separate costs orders in its favour against the respondents on an “indemnity basis to be taxed if not agreed”. The present decision concerns how those indemnity-based costs were to be assessed, what quantum was appropriate for the work and fees claimed, and how contractual indemnities received by Armira from another party affected the assessment.
The assessment proceeded under BC 171’s structured claims: Section 1 (work done in the cause or matter other than assessment of costs), Section 2 (work done for and in the assessment of costs), and Section 3 (disbursements). The court’s analysis focused on the approach to indemnity costs, the extent to which costs should be allowed even where they may be more than what would be awarded on a standard basis, and the treatment of foreign lawyers’ fees and disbursements. The court also addressed the practical impact of a contractual indemnity for costs that Armira had already received from another party, considering whether that should reduce what the respondents were required to pay.
What Were the Facts of This Case?
The underlying dispute in OC 36 involved securities and loan arrangements. Ji Zenghe (“Ji”) and Fan Xianyong (“Fan”), together with Euro Credit Holdings 1 Limited (“Euro 1”), entered into Securities Debt Agreements (“SDAs”). Under the SDAs, Euro 1 agreed to lend US$25m each to Ji and Fan (the “Loans”). As collateral, Ji and Fan pledged shares in The Place Holdings Limited (the “Pledged Shares”).
Euro 1 and OSF III, which held the Pledged Shares and acted as guarantor for the Loans, entered into Addendums to the SDAs (“ASDAs”). OSF III guaranteed Ji and Fan’s performance. A Custodian Management Agreement (“CMA”) was also entered into among OSF III, Euro 1 and Armira. Armira’s role was to arrange custody of the Pledged Shares. Armira had an account with CACEIS Bank Spain SAU (“CACEIS”) and arranged for the Pledged Shares to be held by CACEIS, which in turn arranged for holding by sub-custodians in Singapore. Euro 1 was entitled to rehypothecate the Pledged Shares, and Armira was contractually obliged to adhere to Euro 1’s instructions regarding the Pledged Shares.
Crucially for the costs assessment, the CMA contained an indemnity clause. Clause 5.4 of the CMA provided that OSF III and Euro 1 would indemnify Armira against all claims, including court costs, reasonable attorneys’ fees, damages and disbursements. In addition, the SDAs and CMA were subordinate to Armira’s Terms of Business (“TOB”). The TOB included an exclusive jurisdiction clause in favour of the English courts and an English governing law clause. The TOB also contained indemnities by which the respondents agreed to indemnify Armira for losses in relation to the TOB, including legal costs on a full indemnity basis.
OC 36 was commenced by Ji, Fan and OSF III on 18 January 2023. They sought, among other relief, delivery up of the Pledged Shares, injunctions restraining dealings, damages for conversion (to be assessed), a tracing order, and an inquiry into dealings and proceeds. The respondents obtained without notice injunctions and permission to serve cause papers out of Singapore, and later obtained variations to the injunctions. Default judgments were then issued against the OC 36 defendants (including Armira) in their absence. Armira applied to set aside the default judgments and the service out order (SUM 1915), and Euro 1 and Euro also applied to set aside their default judgment (SUM 1916).
What Were the Key Legal Issues?
The Bill of Costs raised six issues, but the decision excerpted in the prompt indicates that the core questions were structured around the assessment of indemnity costs under BC 171. Issue 1 asked what approach should be taken in assessing costs on an indemnity basis under Section 1 of BC 171. This required the court to articulate the legal standard for indemnity costs and how that standard affects the taxation exercise.
Issues 2 and 3 concerned quantum: what the appropriate award should be for Section 1 (work done in the cause or matter) and Section 2 (work done for and in the assessment of costs). Issue 4 concerned the appropriate award for disbursements claimed in Section 3, while Issue 5 concerned the appropriate award for fees claimed by foreign lawyers under Section 3. Finally, Issue 6 addressed the impact of a contractual indemnity for costs which Armira had received from another party—an issue that can affect whether the receiving party is “double compensated” or whether the indemnity is relevant only to the calculation of recoverable costs.
How Did the Court Analyse the Issues?
Although the prompt provides only the beginning of the grounds of decision and truncates the remainder, the decision’s structure and the issues identified show that the court’s analysis followed a taxation methodology consistent with Singapore’s costs jurisprudence. The court first had to determine the correct approach to indemnity basis assessment under Section 1 of BC 171. In indemnity costs taxation, the court typically adopts a more generous stance than on a standard basis, reflecting that the indemnity basis is meant to compensate the successful party more fully for costs reasonably incurred in the litigation. The court therefore would have considered how the “indemnity basis” modifies the usual scrutiny of whether costs were necessary, reasonable, and proportionate.
In addressing Issue 1, the court would also have considered the statutory and procedural framework governing taxation. The prompt indicates that the First Schedule to the Supreme Court of Judicature Act was referenced. That framework, together with the Rules of Court and practice directions on bills of costs, informs how the court evaluates claims for costs and disbursements. The court’s task was not merely to award costs mechanically but to assess what was properly allowable under the specific costs orders made in OC 36, and under the particular heads claimed in BC 171.
For Issue 2 (Section 1 quantum) and Issue 3 (Section 2 quantum), the court would have examined the work claimed by Armira and whether it fell within the scope of “work done in the cause or matter” and “work done for and in the assessment of costs”. In taxation, the distinction between these categories matters because the court may treat work done for the assessment differently, particularly where the assessment itself becomes contested. The court would have considered whether the work claimed was actually performed, whether it related to the matters for which indemnity costs were ordered, and whether the time and complexity were justified by the procedural history (including the multiple applications and the respondents’ failures to attend case conferences).
Issue 4 and Issue 5 required the court to scrutinise disbursements and foreign lawyers’ fees. Disbursements in Singapore costs taxation are generally recoverable only if they are properly incurred and within the scope of what the receiving party is entitled to claim. Where foreign lawyers are involved, the court typically considers whether their involvement was necessary, whether the fees were reasonable, and whether the costs were incurred for the benefit of the litigation rather than for convenience or duplication. The presence of an exclusive jurisdiction clause in favour of the English courts and the applicant’s lack of presence in Singapore would likely have been relevant to whether foreign counsel fees were reasonably incurred in the context of the proceedings.
Finally, Issue 6 required the court to consider the effect of Armira’s contractual indemnity for costs received from another party. This is a nuanced question. On one view, contractual indemnities may be relevant to avoid overcompensation; on another, they may be treated as separate arrangements between the indemnified party and a third party, leaving the costs order against the respondents intact. The court’s analysis would have had to reconcile the indemnity basis costs order (which already signals a more compensatory approach) with the principle that the successful party should not recover more than what is properly recoverable under the costs order. The court would therefore have considered whether the contractual indemnity was intended to cover the same costs claimed against the respondents, and whether any set-off or adjustment was warranted in the taxation exercise.
What Was the Outcome?
The court’s outcome was an assessment of Armira’s Bill of Costs No 171 of 2024, determining the appropriate amounts recoverable under Section 1, Section 2, and Section 3 (including disbursements and foreign lawyers’ fees), all on the indemnity basis ordered in OC 36. The practical effect was to translate the earlier costs orders—made in relation to SUM 1915, SUM 653, and SUM 1463—into a quantified sum payable by the respondents, subject to the court’s findings on what was properly allowable.
In addition, the decision addressed the respondents’ liability in light of Armira’s contractual indemnity for costs. The court’s approach to Issue 6 would have clarified whether and how such contractual indemnities should influence the taxation, thereby affecting the final recoverable amount and guiding future parties on how to present and defend costs claims where indemnity arrangements exist alongside court-ordered costs.
Why Does This Case Matter?
This decision is significant for practitioners because it provides a detailed, structured approach to the assessment of indemnity costs in Singapore, particularly where the bill of costs is broken down into distinct heads (work in the cause, work in the assessment, and disbursements). Lawyers advising clients on costs exposure—especially respondents facing indemnity basis orders—will find the court’s reasoning on the taxation methodology and the treatment of contested heads of claim particularly useful.
Second, the case addresses foreign lawyers’ fees and disbursements in a cross-border context. The underlying facts show a UK-based regulated financial advisory services company without a Singapore presence, and a custody arrangement with international elements. The court’s treatment of foreign counsel fees is therefore directly relevant to disputes involving international parties, where the “reasonableness” and “necessity” of foreign legal work may be challenged.
Third, the decision’s treatment of contractual indemnities for costs (Issue 6) has practical implications for how parties should structure their claims and evidence. If contractual indemnities can reduce or otherwise affect recoverable court costs, parties must consider disclosure and documentation at the taxation stage. Conversely, if contractual indemnities do not affect the recoverable amount from the losing party, that will influence settlement strategy and litigation risk assessments.
Legislation Referenced
- First Schedule to the Supreme Court of Judicature Act
Cases Cited
- [2016] SGHC 278
- [2023] SGHC 195
- [2025] SGHCR 18
Source Documents
This article analyses [2025] SGHCR 18 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.