GLAS SAS (London Branch) v European TopSoho Sàrl and another [2025] SGHCR 29

Case Details

• Citation: [2025] SGHCR 29
• Court: General Division of the High Court
• Decision Date: 27 August 2025
• Coram: Wong Hee Jinn JC (Assistant Registrar)
• Case Number: Originating Summons No 1193 of 2021; Summons Nos 3120 and 3121 of 2024
• Hearing Date(s): 4 February, 7 March, 8 April 2025
• Applicant: GLAS SAS (London Branch)
• Respondents: European TopSoho Sàrl (First Respondent); Dynamic Treasure Group Limited (Second Respondent)
• Counsel for Applicant: Han Guangyuan Keith, Teo Jin Yun Germaine and Ee Yong Chun Bernard (Oon & Bazul LLP)
• Counsel for First Respondent: Tan Zhengxian Jordan, Leong Hoi Seng Victor, Lim Jun Heng (Audent Chambers LLC) (Instructed) and Chan Michael Karfai (Breakpoint LLC)
• Counsel for Second Respondent: Ngo Wei Shing and Wei Ziqiang (Providence Law Asia LLC)
• Practice Areas: Civil Procedure; Lis alibi pendens; Lifting of case management stay; Joinder of parties

Summary

The judgment in GLAS SAS (London Branch) v European TopSoho Sàrl and another [2025] SGHCR 29 addresses a critical and relatively rare procedural juncture in international commercial litigation: the lifting of a case management stay previously granted on the basis of lis alibi pendens. The dispute originated from the first respondent’s alleged default on €250m of secured exchangeable bonds. The applicant, acting as trustee for the bondholders, initiated parallel proceedings in England and Singapore to recover assets, specifically "Unpledged Shares" in a French company, SMCP S.A., which had been transferred from the first respondent to the second respondent in an alleged undervalue transaction.

In the early stages of the litigation, the Singapore court granted a stay of the local proceedings (OS 1193) pending the resolution of the English action, applying the doctrine of forum election. However, following the conclusion of the English proceedings, the applicant returned to the Singapore court seeking to lift that stay. The applicant’s primary contention was that the English judgment obtained—specifically relief under s 423 of the UK Insolvency Act 1986—was unenforceable in Singapore under the Reciprocal Enforcement of Foreign Judgments Act 1959 (REFJA) and at common law, rendering the prior "election" of the English forum futile for the purposes of recovering the Singapore-based assets.

The court’s decision provides an authoritative restatement of the law regarding the "common plaintiff" lis alibi pendens situation. It clarifies that while a plaintiff is generally put to an election to prevent the abuse of process inherent in duplicative litigation, the court retains a residual and discretionary power to lift a stay if the basis for that stay has fallen away or if the foreign proceedings fail to provide an effective remedy. The court held that a stay is a suspensory mechanism, not a permanent termination of the action, and the court does not become functus officio upon granting it.

Furthermore, the judgment explores the "just and convenient" test for the joinder of non-parties under Order 15 Rule 6 of the Rules of Court (2014 Rev Ed). The court allowed the joinder of J.P. Morgan Chase N.A. Singapore (JPM), the custodian of the disputed shares, despite the absence of a direct cause of action against it. This aspect of the ruling underscores the court's pragmatic approach to ensuring that its eventual orders—specifically those involving the transfer of securities—can be effectively implemented by the relevant financial intermediaries.

Timeline of Events

1. 21 September 2018: Execution of the Trust Deed ("Deed") between the first respondent, Forever Winner International Development Limited, and BNP Paribas Trust Corporation UK Limited regarding the issuance of €250m secured exchangeable bonds.
2. 24 December 2020: The first respondent transfers 12,016,939 SMCP shares (the "Unpledged Shares") to the second respondent for a nominal consideration of €1.
3. 17 June 2021: The applicant, GLAS SAS (London Branch), is appointed as the successor trustee under the Deed.
4. 21 September 2021: The bonds mature; the first respondent fails to repay the principal amount of €250m, constituting a default.
5. 18 November 2021: The applicant commences proceedings in the High Court of England and Wales against the respondents.
6. 19 November 2021: The applicant files Originating Summons No 1193 of 2021 (OS 1193) in the Singapore High Court seeking relief under s 438 of the Insolvency, Restructuring and Dissolution Act 2018.
7. 9 March 2022: The Singapore court grants a stay of OS 1193 (SUM 5759) on the basis of lis alibi pendens, pending the English proceedings.
8. 26 January 2024: The English Court delivers judgment in the English Action, granting relief under s 423 of the UK Insolvency Act 1986.
9. 23 October 2024: The applicant files SUM 3121 of 2024 to lift the stay of OS 1193 and SUM 3120 of 2024 to join JPM as a third respondent.
10. 4 February, 7 March, 8 April 2025: Substantive hearings for the lifting and joinder applications.
11. 27 August 2025: Delivery of the judgment granting the lifting of the stay and the joinder of JPM.

What Were the Facts of This Case?

The core of the dispute involves a high-value default on €250m of secured exchangeable bonds issued by the first respondent, European TopSoho Sàrl, a Luxembourg-incorporated entity. These bonds, bearing a 4% annual coupon, were initially secured by approximately 28 million shares in SMCP S.A., a French fashion group. However, the first respondent also held an additional 12,016,939 SMCP shares that were not part of the original security package—referred to throughout the proceedings as the "Unpledged Shares."

In December 2020, as the first respondent faced mounting financial pressure, it transferred the entirety of the Unpledged Shares to the second respondent, Dynamic Treasure Group Limited (a British Virgin Islands company), for the nominal sum of €1. At the time of this transfer, the Unpledged Shares were valued at approximately €138.2m. The applicant, GLAS SAS (London Branch), which had taken over as trustee for the bondholders in June 2021, alleged that this transfer was a transaction at an undervalue intended to defraud creditors.

Upon the first respondent's default on 21 September 2021, the applicant sought to recover the Unpledged Shares to satisfy the outstanding debt, which by then exceeded €263m including interest. Because the Unpledged Shares were held in a custody account with J.P. Morgan Chase N.A. in Singapore, the applicant faced a complex jurisdictional landscape. It initiated proceedings in England (the contractually chosen forum for the bonds) seeking, inter alia, a declaration that the transfer was voidable under s 423 of the UK Insolvency Act 1986. Simultaneously, it filed OS 1193 in Singapore, seeking similar relief under s 438 of the Insolvency, Restructuring and Dissolution Act 2018 (IRDA).

The second respondent successfully applied for a stay of the Singapore proceedings in March 2022. The court at that time found that the applicant was a "common plaintiff" pursuing the same substantive relief in two jurisdictions. Under the principles of lis alibi pendens, the applicant was required to elect one forum to avoid the "vexation" of the respondents. The applicant proceeded with the English action, which culminated in a judgment in early 2024. The English court found in favor of the applicant, ordering the second respondent to pay €9m into the English court and declaring the transfer of shares to be a transaction at an undervalue.

However, a significant hurdle emerged regarding the enforcement of the English judgment in Singapore. The Unpledged Shares remained in Singapore, and the second respondent showed no intention of voluntarily complying with the English orders. The applicant realized that the English judgment—being a non-money judgment and involving specific insolvency-related relief—could not be registered under the Reciprocal Enforcement of Foreign Judgments Act 1959 (REFJA) as it stood, nor could it be easily enforced at common law given the "fixed sum" requirement for foreign money judgments. This realization prompted the applicant to return to the Singapore court to lift the stay on OS 1193, arguing that the Singapore proceedings were now the only viable path to actual recovery of the shares.

What Were the Key Legal Issues?

The application to lift the stay raised two primary legal issues, each involving nuanced questions of civil procedure and the conflict of laws:

• The Power to Lift a Case Management Stay: The court had to determine whether it possessed the inherent or statutory power to lift a stay that had been granted following a plaintiff's election of a foreign forum. This involved examining whether the court becomes functus officio once a stay is granted and what the legal status of a "stayed" action is.
• The Criteria for Exercising the Power: If the power existed, the court needed to define the circumstances under which it should be exercised. Specifically, could a stay be lifted if the foreign proceedings, while successful on the merits, proved to be "futile" in terms of enforcement and recovery? This required a deep dive into the doctrine of lis alibi pendens and the finality of a forum election.
• Joinder of a Neutral Non-Party: The second major issue was whether JPM, as the custodian of the shares, could be joined as a respondent under Order 15 Rule 6. The respondents argued that joinder was improper because no cause of action was asserted against JPM. The court had to decide if the "just and convenient" test for joinder allowed for the inclusion of a party solely to ensure the effectiveness of the court's eventual orders.

These issues matter because they touch upon the balance between preventing abusive, duplicative litigation and ensuring that a claimant is not left without a remedy due to procedural technicalities in cross-border enforcement.

How Did the Court Analyse the Issues?

1. The Power to Lift the Stay

The court began by clarifying the nature of a stay of proceedings. Relying on the Court of Appeal’s observations in [2023] SGCA 22 (Xitrans) and the High Court in [2019] SGHC 15, the court held that a stay is merely a suspensory order. It does not terminate the action or strike it out. Consequently, the court does not become functus officio. As noted at [73], the court retains the jurisdiction to "supervise the stay" and, if necessary, lift it.

The court distinguished between stays granted on forum non conveniens grounds (where the court finds another forum is more appropriate) and stays granted on lis alibi pendens grounds (where the plaintiff is forced to elect between two active proceedings). In the latter, the stay is a tool to manage the "vexation" caused by a common plaintiff. However, the court emphasized that this management power is discretionary and "wide and broad" (citing [2016] SGHCR 11 at [27]).

2. The "Common Plaintiff" Lis Alibi Pendens and the Doctrine of Election

The court engaged in a detailed analysis of Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd [2013] 4 SLR 1097. In a common plaintiff situation, the court typically requires the plaintiff to elect which set of proceedings to pursue. If the plaintiff elects the foreign forum, the Singapore proceedings are stayed. The respondents argued that once this election is made, it is final and binding, akin to a waiver or an estoppel.

The court rejected this rigid interpretation. It held that the "election" is a procedural requirement to prevent current duplication, not a permanent renunciation of the right to sue in Singapore. The court adopted the reasoning in [2014] SGHCR 17, which suggested that a stay could be lifted if the foreign proceedings turned out to be "futile." At [64], the court noted:

"The stay of the local proceedings is only granted because there is another set of proceedings elsewhere which can resolve the dispute between the parties. If that other set of proceedings is unable to do so... the very basis for the stay no longer holds."

3. The Futility of the English Judgment

A significant portion of the analysis focused on why the English judgment was "futile" for the applicant's purposes. The applicant demonstrated that the English judgment, which granted relief under s 423 of the UK Insolvency Act 1986, could not be enforced in Singapore:

• REFJA Limitations: The court observed that the REFJA 1959, even after the 2019 amendments, primarily targets money judgments. While the 2019 amendments allowed for the registration of non-money judgments, this is only possible if the specific foreign court and type of judgment are gazetted by the Minister. The English High Court is gazetted, but the specific relief under s 423 of the UKIA is not currently within the scope of registrable non-money judgments in Singapore.
• Common Law Enforcement: At common law, a foreign judgment is only enforceable if it is for a "fixed sum of money" (citing Giant Light Metal Technology (Kunshan) Co Ltd v Aksa Far East Pte Ltd [2014] 2 SLR 545). The English judgment’s declaration regarding the transfer of shares and the order to pay €9m into the English court did not constitute a debt due to the applicant that could be sued upon in Singapore.

The court concluded that because the English judgment could not reach the Unpledged Shares held in Singapore, the applicant’s "election" had reached a dead end. To refuse to lift the stay would be to deny the applicant any effective remedy against the assets in Singapore.

4. Joinder of J.P. Morgan (JPM)

Regarding the joinder of JPM, the court applied Order 15 Rule 6(2)(b)(ii). The respondents argued that JPM should not be joined because there was no cause of action against it and it was a "neutral" party. The court, following [2023] SGHC 90 and Tan Yow Kon v Tan Swat Ping [2006] 3 SLR 881, held that the "just and convenient" limit is broad. Joinder is permissible if the party’s presence is necessary to ensure that all matters in the dispute may be "effectually and completely determined and adjudicated upon."

The court found that since JPM was the custodian of the shares, its involvement was necessary to ensure that any order for the transfer of shares (should the applicant succeed in OS 1193) could be implemented without further litigation. The court noted at [158] that the utility of a party in civil proceedings is to ensure the court’s orders are not "writ in water."

What Was the Outcome?

The court granted the applicant's requests in both summonses. The case management stay on OS 1193 was lifted, and J.P. Morgan Chase N.A. Singapore was joined as the third respondent. The court also provided consequential directions for the filing of further affidavits to bring the Singapore proceedings up to speed with the findings made in the English action.

The operative order regarding the lifting of the stay was articulated as follows:

"In the circumstances, I am satisfied that the applicant has shown cogent reasons for the stay of OS 1193 to be lifted. The English Action has concluded. The applicant has obtained a judgment in its favour. However, that judgment is not enforceable in Singapore. The Unpledged Shares remain in Singapore. The only way for the applicant to obtain relief in respect of the Unpledged Shares is to proceed with OS 1193." (at [111])

Regarding costs, the court applied the principle that costs follow the event. The second respondent, having unsuccessfully resisted the applications, was ordered to pay costs to both the applicant and the first respondent (who supported the lifting of the stay). The court ordered:

"I therefore ordered the second respondent to pay to the applicant costs of and incidental to the Lifting Application, such costs fixed in the sum of $12,000, inclusive of disbursements. I also ordered the second respondent to pay to the first applicant [sic - respondent] costs of and incidental to the Lifting Application, such costs fixed in the sum of $10,000, inclusive of disbursements." (at [179])

Why Does This Case Matter?

This judgment is a significant contribution to Singapore’s jurisprudence on lis alibi pendens and the enforcement of foreign judgments. It clarifies that the "doctrine of election" in the context of parallel proceedings is a procedural safeguard against double vexation, not a substantive bar to future relief. For practitioners, the case serves as a warning and a guide: obtaining a judgment in a contractually agreed forum (like London) may be a pyrrhic victory if the resulting judgment cannot be enforced against assets located in Singapore.

The decision highlights the "enforcement gap" that still exists for non-money judgments and insolvency-related orders under the REFJA and at common law. Even with the 2019 amendments to the REFJA, the scope of registrable judgments remains limited by ministerial gazetting. This case demonstrates that the Singapore courts will not allow these technical enforcement hurdles to result in a total denial of justice. By lifting the stay, the court allowed the applicant to essentially "re-litigate" the undervalue claim in Singapore, albeit likely using the English findings as a basis for issue estoppel or at least as persuasive evidence.

Furthermore, the court’s robust application of the joinder rules to include a neutral custodian (JPM) is a pragmatic victory for judgment creditors. It confirms that financial institutions holding disputed assets can be brought into the litigation fold to ensure that the court’s final orders are effective. This reduces the need for post-judgment enforcement actions against third parties, streamlining the recovery process.

Finally, the case reinforces the High Court's role in supervising stays. It confirms that a stay is a flexible management tool. If the "justification" for the stay—the existence of an alternative forum that can resolve the dispute—evaporates because that forum cannot provide an enforceable resolution, the Singapore court will resume its jurisdiction. This ensures that Singapore remains a robust forum for asset recovery, particularly in complex cross-border insolvency and fraud cases.

Practice Pointers

• Enforcement Audit: Before electing a forum in a lis alibi pendens situation, practitioners must conduct a thorough "enforcement audit." Determine if the likely judgment (e.g., a s 423 UKIA order) is a "fixed sum" money judgment or a gazetted non-money judgment under the REFJA. If not, the election may lead to a dead end.
• Stay vs. Discontinuance: This case illustrates why a defendant should always seek a stay rather than a discontinuance or striking out when pleading lis alibi pendens. A stay preserves the action, allowing it to be revived if the foreign forum fails.
• Joinder of Custodians: When dealing with shares or assets held by intermediaries, consider joining the custodian early under the "just and convenient" test of Order 15 Rule 6. This ensures that the custodian is bound by the court's eventual orders and prevents them from pleading neutrality as a reason to ignore a judgment.
• The "Futility" Argument: If seeking to lift a stay, focus on the "futility" of the foreign remedy. Evidence that a foreign judgment is unenforceable in Singapore is a "cogent reason" that can overcome the prior election of the foreign forum.
• Issue Estoppel: Practitioners should consider how findings from the "futile" foreign proceedings can be used in the revived Singapore action. While the judgment itself might not be enforceable, the factual findings may still ground an issue estoppel, potentially accelerating the Singapore proceedings.
• REFJA Scope: Stay updated on the gazetted courts and judgment types under the REFJA. The 2019 amendments have expanded the potential for non-money judgment enforcement, but the specific "Order" published in the Gazette is the ultimate authority on what is registrable.

Subsequent Treatment

As a relatively recent decision from August 2025, the ratio regarding the lifting of stays in "common plaintiff" situations is expected to be cited in future cross-border disputes where enforcement of foreign judgments fails. It builds upon the "futility" exception suggested in [2014] SGHCR 17 and provides a clear procedural pathway for reviving stayed Singapore actions.

Legislation Referenced

• Insolvency, Restructuring and Dissolution Act 2018 (s 438)
• Reciprocal Enforcement of Foreign Judgments Act 1959 (REFJA)
• Supreme Court of Judicature Act 1969 (s 14(1))
• UK Insolvency Act 1986 (s 423)
• Rules of Court (2014 Rev Ed) (Order 15 Rule 6; Order 45)

Cases Cited

Considered / Applied:

• Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd [2013] 4 SLR 1097
• Belbana N.V v APL Co Pte Ltd and another [2014] SGHCR 17
• Gulf Hibiscus Ltd v Rex International Holding Ltd and another [2019] SGHC 15
• The “Sea Justice” [2024] 1 SLR 1118
• Ho Soo Tong and others v Ho Soo Fong and others [2023] SGHC 90

Referred to:

• Wuhu Ruyi Xinbo Investment Partnership (Ltd Partnership) v Shandong Ruyi Technology Group Co, Ltd and another [2024] SGHCR 7
• Wuhu Ruyi Xinbo Investment Partnership (Ltd Partnership) v European TopSoho S.À R.L [2025] SGCA 32
• Actis Excalibur Ltd v KS Distribution Pte Ltd and others [2016] SGHCR 11
• Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd and other matters [2021] SGHC 133
• Oro Negro Drilling Pte Ltd and others v Integradora de Servicios Petroleros Oro Negro SAPI de CV and others [2023] SGHC 297
• Prosetskii, Aleksandr Viktorovich v Smirnov, Igor and others [2025] SGHCR 25
• Giant Light Metal Technology (Kunshan) Co Ltd v Aksa Far East Pte Ltd [2014] 2 SLR 545
• Poh Soon Kiat v Desert Place Inc (trading as Caesars Palace) [2010] 1 SLR 1129
• Merck Sharp & Dohme Corp v Merck KGaA [2021] 1 SLR 1102
• Spiliada Maritime Corp v Cansulex Ltd [1987] AC 460

Source Documents

• Original Judgment PDF (CDN)
• eLitigation Case Summary