Case Details
- Citation: [2015] SGHC 248
- Case Title: Likpin International Ltd v Swiber Holdings Ltd and another
- Court: High Court of the Republic of Singapore
- Date of Decision: 01 October 2015
- Judge: Steven Chong J
- Coram: Steven Chong J
- Case Number: Admiralty in Personam No 113 of 2015 (Registrar's Appeal No 239 of 2015)
- Tribunal/Proceeding: High Court (appeal from Assistant Registrar)
- Plaintiff/Applicant: Likpin International Ltd
- Defendants/Respondents: Swiber Holdings Ltd (1st defendant); Swiber Offshore Construction Pte Ltd (2nd defendant)
- Counsel for Plaintiff: Tan Hin Wa, Jason (Asia Ascent Law Corporation)
- Counsel for 1st and 2nd Defendants: Jimmy Yim, SC, Arvindran s/o Manoosegaran and Mahesh Rai (Drew & Napier LLC)
- Legal Area: Civil Procedure – Striking Out
- Statutes Referenced: High Court (Admiralty Jurisdiction) Act (Cap 123, 2001 Rev Ed); Rules of Court (Cap 322, R 5, 2014 Rev Ed)
- Related Appellate History: Appeal to this decision in Civil Appeal No 199 of 2015 dismissed by the Court of Appeal on 25 July 2016 (see [2016] SGCA 48)
- Judgment Length: 20 pages, 11,621 words
- Key Procedural Posture: Appeal against dismissal of defendants’ striking out application (SUM 3225/2015)
Summary
Likpin International Ltd v Swiber Holdings Ltd and another concerned an application to strike out a writ issued in Singapore’s admiralty in personam jurisdiction. The plaintiff, a consortium member awarded a subsea construction project in Vietnam, sought to charter a pipe-laying vessel for the project. After disputes arose in relation to one charterparty and the parties later settled those disputes, the plaintiff nevertheless issued a “protective” admiralty in personam writ against the parent company for alleged breach of a separate earlier “Procurement Agreement” relating to the same vessel and project.
The High Court (Steven Chong J) addressed two main strands of argument. First, the defendants contended that there was no concluded Procurement Agreement, or alternatively that any such agreement was superseded by a later charterparty (the “Concorde charterparty”) that had been performed. Second, as to the claim against the subsidiary, the defendants argued that the plaintiff’s complaints were fully and finally compromised by a settlement agreement entered into between the plaintiff and the subsidiary. The court also dealt with a preliminary procedural issue: whether it could take cognisance of the plaintiff’s statement of claim filed after the striking out application had been heard before the Assistant Registrar.
Ultimately, the court dismissed the defendants’ appeal and upheld the assistant registrar’s decision. The judgment is particularly useful for practitioners because it clarifies the approach to striking out in the context of admiralty jurisdiction, the relevance of pleadings when assessing viability, and the procedural flexibility of a judge hearing an appeal from a registrar.
What Were the Facts of This Case?
The plaintiff, Likpin International Ltd, together with a consortium member, was awarded a subsea construction contract by Vietsovpetro for work at the Nam Rong and Doi Moi oilfields in Vietnam (the “VSP project”). Because the project required a pipe-laying vessel, the plaintiff entered into negotiations with the defendants to charter a suitable vessel. At all material times, the plaintiff was seeking to charter only one vessel for the VSP project.
Swiber Holdings Limited (the 1st defendant) is a public listed company. Swiber Offshore Construction Pte Ltd (the 2nd defendant) is its wholly owned subsidiary. Two pipe-laying vessels owned by the 2nd defendant were identified for the plaintiff’s chartering requirements. On 29 May 2009, a charterparty was entered into between the plaintiff and the 2nd defendant for one of those vessels, referred to as the “Concorde charterparty”. That charterparty was performed, but disputes later arose between the parties regarding, among other things, charter hire.
In accordance with the arbitration clause in the Concorde charterparty, the 2nd defendant commenced arbitration against the plaintiff for non-payment of charter hire. The plaintiff counterclaimed for damages for breach of contract. Those disputes were eventually resolved by a settlement agreement dated 24 March 2015 (the “Settlement Agreement”). The defendants believed that, with the settlement, the dispute landscape was closed.
However, during routine due diligence, the defendants’ banker discovered that the plaintiff had issued a “protective” admiralty in personam writ on 15 May 2015 against the 1st defendant. The writ alleged breach of another contract, described as the “Procurement Agreement”, said to relate to the charter of a pipe-laying vessel for the VSP project. The plaintiff’s unliquidated estimate of its claim was $10,700,000. The claim against the 2nd defendant was framed as a tortious claim for procuring the 1st defendant’s breach of contract.
What Were the Key Legal Issues?
The first set of issues concerned the viability of the plaintiff’s claim against the 1st defendant. The defendants advanced two alternative submissions. Their primary submission was that there was never any concluded Procurement Agreement. Their alternative submission was that even if a Procurement Agreement had been concluded, it was superseded by the later Concorde charterparty, which had been performed.
The second set of issues concerned the claim against the 2nd defendant. The defendants argued that the matters complained of in the writ were fully and finally compromised by the Settlement Agreement between the plaintiff and the 2nd defendant. In other words, the defendants contended that the suit against the 2nd defendant amounted to an abuse of process because the settlement should bar the plaintiff from re-litigating the same underlying disputes.
Finally, there was a preliminary procedural issue. The plaintiff’s statement of claim was filed after the striking out application was heard by the Assistant Registrar. The plaintiff argued that the court should not take cognisance of the statement of claim because it was not in existence when the application was filed, and that doing so would offend natural justice. The judge had to decide whether, on an appeal from the registrar, the court could consider pleadings filed after the registrar’s hearing.
How Did the Court Analyse the Issues?
The court began by setting out the procedural and substantive context. The plaintiff invoked the admiralty jurisdiction of the High Court. When queried as to which limb of the High Court (Admiralty Jurisdiction) Act applied, the plaintiff’s counsel submitted that the claim fell under s 3(1)(h), which covers “any claim arising out of any agreement relating to the carriage of goods in a ship or to the use or hire of a ship”. Counsel acknowledged that, in substance, the Procurement Agreement was a charterparty for the use or hire of the vessel known as the Swiber Conquest. This framing mattered because it supported the plaintiff’s attempt to bring the dispute within admiralty in personam jurisdiction.
On the striking out application, the judge emphasised the scope of what the court could consider. The plaintiff’s writ endorsement contained certain allegations and claims, but not others. The judge clarified that claims for misrepresentation and conspiracy that were raised in the statement of claim but not endorsed on the writ were not to be considered on the striking out application. This was because Order 18 r 15(2) of the Rules of Court requires that a statement of claim must not contain any allegation or claim in respect of a cause of action unless that cause of action is mentioned in the writ or arises from facts that are the same as, or include or form part of, facts giving rise to a cause of action mentioned in the writ. The court therefore confined its analysis to the breach of the Procurement Agreement and the procuring/interfering claims as endorsed on the writ.
The preliminary issue then took centre stage: whether the judge could take cognisance of the statement of claim filed after the Assistant Registrar had heard the striking out application. The plaintiff argued that, as a matter of natural justice, the court should assess the application based only on the circumstances as at the date the application was filed. The judge rejected this. He relied on authority that an appeal from a registrar to a judge in chambers is not an appeal in the strict sense; rather, the judge deals with the matter “as though the matter came before him for the first time”. This meant the judge was not constrained to the evidential and pleading material that existed at the time of the registrar’s hearing.
In rejecting the plaintiff’s natural justice argument, the judge also noted that it would be odd if the court could consider fresh evidence on such an appeal but could not consider pleadings filed after the registrar’s hearing. The judge further observed that it was disingenuous for the plaintiff to object to the court taking cognisance of its own statement of claim, particularly where counsel had referred to it in oral submissions. While the judge accepted that the defendants would have been prepared to proceed based on the writ endorsement when the application was filed, he saw no reason to ignore the statement of claim when assessing whether the endorsed claims were viable. Importantly, the judge added that even if the preliminary issue were resolved differently, he would have reached the same conclusion on the substantive striking out analysis.
Although the extract provided is truncated and does not reproduce the full substantive reasoning on the Procurement Agreement and the Settlement Agreement, the structure of the judgment indicates that the court approached the defendants’ striking out application by testing whether the plaintiff’s pleaded case disclosed a reasonable cause of action and whether the claims were properly framed within the admiralty jurisdiction. The court also had to consider the legal effect of the Settlement Agreement, particularly whether it could be characterised as fully and finally compromising the matters now complained of, and whether the plaintiff’s attempt to reframe the dispute as a separate Procurement Agreement claim was barred or otherwise abusive.
What Was the Outcome?
The High Court dismissed the defendants’ appeal against the Assistant Registrar’s decision. In practical terms, the plaintiff’s writ was not struck out at the interlocutory stage, meaning the plaintiff was permitted to proceed with its admiralty in personam action (subject to the usual procedural developments and any further applications).
The decision also carried forward the procedural and substantive implications of the court’s approach to striking out: the court would not confine itself to the writ endorsement alone in a rigid manner where the statement of claim could clarify the pleaded case, and it would apply established principles on the scope of what may be considered on an appeal from a registrar.
Why Does This Case Matter?
Likpin International Ltd v Swiber Holdings Ltd is significant for practitioners because it sits at the intersection of admiralty jurisdiction and civil procedure. First, it illustrates how claims relating to the “use or hire of a ship” can be brought within Singapore’s admiralty in personam framework under s 3(1)(h) of the High Court (Admiralty Jurisdiction) Act. For shipowners, charterers, and project consortia, the case underscores that the jurisdictional characterisation of a contract dispute may depend on the substance of the arrangement, not merely its label.
Second, the judgment is a useful authority on striking out practice. It demonstrates the court’s willingness to scrutinise the viability of claims at an early stage while also respecting the procedural rules governing the relationship between writ endorsements and statement of claim pleadings. The court’s emphasis on Order 18 r 15(2) is particularly relevant where plaintiffs attempt to broaden the case through pleadings that are not properly endorsed on the writ.
Third, the case is instructive on the effect of settlements and the potential for abuse of process arguments. Even though the extract does not reproduce the full analysis, the defendants’ position—that the Settlement Agreement fully and finally compromised the matters complained of—reflects a common litigation strategy in commercial disputes. The case therefore provides a framework for how courts may approach settlement-based bars in subsequent proceedings, especially where a party attempts to repackage disputes as arising from a different contractual instrument.
Legislation Referenced
- High Court (Admiralty Jurisdiction) Act (Cap 123, 2001 Rev Ed), s 3(1)(h)
- Rules of Court (Cap 322, R 5, 2014 Rev Ed), Order 18 r 15(2)
Cases Cited
- Chang Ah Lek and others v Lim Ah Koon [1998] 3 SLR(R) 551
- Evans v Bartlam [1937] AC 473
- Lian Soon Construction Pte Ltd v Guan Qian Realty Pte Ltd [1999] 1 SLR(R) 1053
- Likpin International Ltd v Swiber Holdings Ltd and another [2015] SGHC 248
- Likpin International Ltd v Swiber Holdings Ltd and another [2015] SGHC 96
- Likpin International Ltd v Swiber Holdings Ltd and another [2016] SGCA 48
Source Documents
This article analyses [2015] SGHC 248 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.