Case Details
- Citation: [2019] SGHC 203
- Title: ED&F Man Capital Markets Ltd v Straits (Singapore) Pte Ltd
- Court: High Court of the Republic of Singapore
- Decision Date: 29 August 2019
- Judge: Aedit Abdullah J
- Case Number: Originating Summons No 533 of 2017 (Summons No 1087 of 2019)
- Proceedings Type: Injunctions (including anti-suit injunctions)
- Plaintiff/Applicant: ED&F Man Capital Markets Ltd
- Defendant/Respondent: Straits (Singapore) Pte Ltd
- Counsel for Plaintiff: Prakash Pillai, Koh Junxiang, Charis Toh Si Ying (Clasis LLC)
- Counsel for Defendant: Toh Kian Sing SC, Ting Yong Hong, Davis Tan Yong Chuan, Wang Yufei (Rajah & Tann Singapore LLP)
- Legal Areas: Civil Procedure — Injunctions; Civil Procedure — Anti-suit injunctions
- Statutes Referenced: Interpretation Act; Supreme Court of Judicature Act
- Other Procedural References: Rules of Court (Cap 322, R 5, 2014 Rev Ed) — O 24 r 6 and O 26A r 1
- Length: 17 pages, 9,272 words
- Related Proceedings Mentioned: Registrar’s Appeal No 215 of 2018 (withdrawn); English action commenced December 2017
Summary
In ED&F Man Capital Markets Ltd v Straits (Singapore) Pte Ltd [2019] SGHC 203, the High Court addressed two related but distinct forms of injunctive relief arising from pre-action disclosure obtained in Singapore. The defendant sought (i) an injunction restraining the plaintiff from using documents and information disclosed in Originating Summons No 533 of 2017 (“OS 533”) in foreign proceedings, and (ii) an anti-suit injunction to restrain the plaintiff from continuing English proceedings against the defendant.
The court granted the injunction against use of the disclosed material in foreign proceedings. It held that the pre-action disclosure regime in Singapore is directed to Singapore proceedings, and that using the disclosed documents and information in English proceedings would amount to an abuse of process and breach the implied undertaking that is the quid pro quo for disclosure. However, the court refused the anti-suit injunction. Although the defendant argued that Singapore was the natural forum and that the plaintiff’s conduct was vexatious and oppressive, the court found that the defendant did not establish the threshold requirement that Singapore was clearly the natural forum, and in any event the alleged mischief could be better targeted by the narrower “use” injunction.
What Were the Facts of This Case?
The plaintiff, ED&F Man Capital Markets Ltd (“ED&F Man”), is a company registered in England and operates globally as a brokerage and financial services business. It alleged that it was the victim of fraud perpetrated by two Hong Kong companies, Come Harvest Holdings Ltd and Mega Wealth International Trading Ltd (the “Hong Kong Companies”). The alleged fraud involved forged warehouse receipts issued by a Singapore warehouse company and delivered to ED&F Man under nickel repurchase agreements. The warehouse receipts were endorsed by the defendant, Straits (Singapore) Pte Ltd (“Straits”), to the Hong Kong Companies.
ED&F Man initially sought information and documents from Straits on a consensual basis. When that did not resolve matters, ED&F Man applied in Singapore for pre-action discovery and interrogatories in OS 533, relying on O 24 r 6 and O 26A r 1 of the Rules of Court. In support of the application, Ms He Yuzhen Sherraine, a senior vice president of Straits, filed an affidavit (affirmed 27 June 2017) and exhibited documents and information concerning Straits’ dealings with the Hong Kong Companies.
OS 533 did not ultimately result in pre-action disclosure. The application for pre-action disclosure was dismissed by the Assistant Registrar. ED&F Man appealed, but the appeal (Registrar’s Appeal No 215 of 2018) was withdrawn. In the meantime, ED&F Man commenced substantive proceedings in England in December 2017 against the Hong Kong Companies, relying on English governing law and an exclusive jurisdiction clause in their contracts. The defence filed by the Hong Kong Companies on 28 June 2018 alleged that they believed the warehouse receipts were genuine and contradicted ED&F Man’s allegations, including those contained in Ms He’s affidavit.
In September 2018, ED&F Man joined additional parties, including Straits, to the English action. It brought claims against Straits for unlawful means conspiracy, liability to account as constructive trustee, and knowing receipt. Straits then applied in Singapore for injunctive relief to prevent ED&F Man from using the documents and information disclosed in OS 533 in the English proceedings, and also sought an anti-suit injunction to restrain ED&F Man from continuing the English action against Straits.
What Were the Key Legal Issues?
The first legal issue was whether the High Court should grant an injunction restraining ED&F Man from using documents and information disclosed in OS 533 in foreign proceedings. This required the court to consider the legal character of pre-action disclosure in Singapore, the scope of any implied undertaking governing use of disclosed material, and whether the “Riddick principle” (which protects compelled disclosures from collateral use) applied on the facts.
The second legal issue concerned the anti-suit injunction. Straits argued that the requirements for an anti-suit injunction were met: Singapore was the natural forum, ED&F Man’s conduct in OS 533 misled Straits and the court, and ED&F Man’s continuation of the English proceedings was vexatious and oppressive. ED&F Man resisted, contending that Straits had not shown Singapore was the more appropriate forum, that the English forum was supported by contractual and factual connections, and that any delay by Straits undermined the case for anti-suit relief.
How Did the Court Analyse the Issues?
Injunction against use of disclosed documents—The court began by reiterating that an injunction is a discretionary remedy designed to protect legal or equitable rights. The key question was not merely whether the documents had been disclosed, but whether their use outside the intended purpose of the Singapore disclosure process would constitute an abuse of process.
Straits advanced a jurisdictional argument: Singapore courts, it submitted, only have power to order pre-action disclosure in aid of Singapore proceedings. It relied on Dorsey James Michael v World Sport Group Pte Ltd [2014] 2 SLR 208, which had emphasised the statutory purpose of pre-action discovery. On this view, any applicant seeking pre-action disclosure should be taken to represent—at least in substance—that any substantive proceedings following from disclosure would be commenced in Singapore and that the disclosed material would only be used in Singapore proceedings. Straits further argued that ED&F Man’s conduct amounted to a breach of those representations.
The court accepted that pre-action disclosure in Singapore is governed by statute, specifically the Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) (“SCJA”). It also accepted that the statutory language indicates that the courts’ power is directed to disclosure for Singapore proceedings. Accordingly, using the disclosed material for a different purpose would disregard the statutory objective and amount to an abuse of the court process. This reasoning provided a principled basis for granting an injunction to stop the abuse from continuing.
On the Riddick principle, the court addressed ED&F Man’s attempt to distinguish the case. ED&F Man argued that the Riddick principle applies only to documents disclosed under compulsion, whereas Straits characterised the disclosure as compelled by the court process. ED&F Man also argued that the documents were used in open court and formed an integral part of the Assistant Registrar’s decision, so any implied undertaking was spent. The court rejected these submissions on the facts and context. It held that the “voluntary” disclosure relied upon by ED&F Man was not voluntary use by ED&F Man in the relevant sense; rather, it referred to Straits’ disclosure in resisting pre-action disclosure. That could not convert the subsequent use by ED&F Man into “voluntary” use that would fall outside the implied undertaking.
The court further considered ED&F Man’s reliance on the open justice principle and the decision in Foo Jong Long Dennis v Ang Yee Lim and another [2015] 2 SLR 578 (“Dennis Foo”). In Dennis Foo, the documents had been used in a prior trial, and the court treated the implied undertaking as spent due to the nature of trial use and consideration. By contrast, in the present case, the documents and information were referred to and considered only in the application for pre-action disclosure. The court noted that the disclosure was expressed with express reservations. Different considerations therefore applied, and the open court use argument did not defeat the implied undertaking.
Anti-suit injunction—Turning to the anti-suit relief, the court applied the established approach: an anti-suit injunction is an exceptional remedy, and the applicant must show that the foreign proceedings are vexatious and oppressive, typically by demonstrating that Singapore is the clearly more appropriate forum. Straits relied on factors pointing to Singapore as the natural forum, and also argued that ED&F Man’s conduct in OS 533 was misleading and vexatious in its totality.
The court was not persuaded that Straits met the threshold requirement. It acknowledged that some factors supported Singapore as the natural forum, but other factors pointed to England. Given this “close balance”, Straits failed to establish that Singapore was clearly the natural forum. The court also found that the alleged mischief could be better and more specifically targeted by the narrower injunction against use of the disclosed documents and information. This meant that even if there were concerns about ED&F Man’s conduct, the case for the broader anti-suit remedy was not made out.
In short, the court treated the “use” injunction as the appropriate and proportionate response to the abuse identified, while reserving the anti-suit injunction for situations where the foreign proceedings are clearly improper in the sense required by the anti-suit jurisprudence.
What Was the Outcome?
The High Court granted Straits an injunction restraining ED&F Man from using in English proceedings the documents and information disclosed in OS 533. Practically, this meant that ED&F Man could not rely on the Singapore-disclosed material as part of its English claims against Straits, thereby preventing the collateral use of disclosure obtained through Singapore’s statutory pre-action mechanism.
However, the court refused Straits’ application for an anti-suit injunction. The English proceedings were not stayed or restrained. The court’s refusal was grounded in the failure to show that Singapore was clearly the natural forum and in the view that the identified mischief could be addressed more precisely through the use injunction.
Why Does This Case Matter?
ED&F Man Capital Markets Ltd v Straits (Singapore) Pte Ltd is significant for practitioners because it clarifies the protective function of Singapore’s pre-action disclosure regime and the consequences of using disclosed material outside the intended forum. The decision reinforces that disclosure ordered (or obtained through) Singapore’s statutory process carries a purpose-limited character. Where a party seeks disclosure in Singapore, it should expect that the disclosed material will be confined to Singapore proceedings unless a recognised exception applies.
The case also illustrates the court’s willingness to treat improper collateral use as an abuse of process warranting injunctive relief. While the court engaged with the Riddick principle and the implied undertaking framework, it also anchored its analysis in statutory purpose under the SCJA. This dual approach is useful for lawyers because it provides multiple doctrinal routes to the same practical outcome: preventing misuse of disclosure obtained through Singapore court processes.
Finally, the refusal of the anti-suit injunction demonstrates judicial restraint. Even where there are concerns about forum choice or conduct in disclosure proceedings, the court will not automatically grant the exceptional remedy of an anti-suit injunction. Instead, it may prefer narrower, targeted relief that addresses the specific abuse without disrupting the foreign court’s jurisdiction. For litigators, this is a reminder to calibrate remedies: if the primary harm is collateral use of disclosed material, a use injunction may be the more viable and proportionate remedy than seeking to restrain the entire foreign action.
Legislation Referenced
- Interpretation Act
- Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) — including s 18(2) and the First Schedule (as discussed)
- Rules of Court (Cap 322, R 5, 2014 Rev Ed) — O 24 r 6; O 26A r 1
Cases Cited
- Riddick v Thames Board Mills Ltd [1977] QB 881
- Dorsey James Michael v World Sport Group Pte Ltd [2014] 2 SLR 208
- Intas Pharmaceuticals Ltd v DealStreetAsia Pte Ltd [2017] 4 SLR 684
- Foo Jong Long Dennis v Ang Yee Lim and another [2015] 2 SLR 578
Source Documents
This article analyses [2019] SGHC 203 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.