Case Details
- Citation: [2024] SGHC(A) 7
- Court: Appellate Division of the High Court of the Republic of Singapore (SGHC(A))
- Originating Application No: 59 of 2023
- Originating Claim No: 225 of 2023
- Registrar’s Appeal No: 206 of 2023
- Lower court / procedural history: Permission to serve out of jurisdiction granted; set-aside application dismissed by Deputy Registrar; appeal dismissed by a Judge of the General Division
- Date of hearing (Appellate Division): 19 December 2023
- Date of decision: 5 March 2024
- Judges: Woo Bih Li JAD and Debbie Ong Siew Ling JAD (Woo Bih Li JAD delivering the judgment of the court)
- Applicant: Luckin Coffee Inc (“Luckin”)
- Respondents: Interactive Digital Finance Limited (“IDFL”); Tiah Thee Kian (“Mr Tiah”); Credit Suisse AG (“Credit Suisse”)
- Nature of dispute: Deceit and negligence claims arising from investments transacted through Credit Suisse’s Singapore branch; challenge to leave to serve Luckin out of Singapore
- Key procedural application under review: Luckin’s application to set aside permission to serve the originating claim on Luckin in the Cayman Islands (HC/SUM 1197/2023)
- Subsequent application: HC/SUM 1973/2023 (seeking declarations and/or setting aside/staying the Singapore proceedings)
- Legal areas: Civil procedure; service out of jurisdiction; jurisdiction and forum conveniens; leave to appeal
- Statutes referenced (as stated in extract): Supreme Court of Judicature Act 1969 (s 16(1)(a)(ii)); Rules of Court 2021 (Order 8 r 1; Order 18 r 29(1))
- Practice directions referenced: Supreme Court Practice Directions 2021 (para 63(2) and para 63(3))
- Judgment length: 18 pages, 4,493 words
Summary
This Appellate Division decision concerns a procedural but consequential question in cross-border commercial litigation: when a claimant seeks leave to serve an originating claim out of Singapore, what must it show to establish that Singapore has jurisdiction (or is the appropriate forum) over a foreign defendant. The case arose from allegations that the Singapore-based branch of Credit Suisse and Luckin Coffee Inc (a Cayman-incorporated company listed on NASDAQ) made and relied upon representations that induced investments in Luckin-linked derivative products and shares.
The Claimants (IDFL and Mr Tiah) sued Credit Suisse AG and Luckin in Singapore. Because Luckin was located outside Singapore (in the Cayman Islands), the Claimants obtained leave to serve the originating claim on Luckin out of jurisdiction. Luckin then applied to set aside that leave, arguing that Singapore lacked sufficient nexus and that the tort and representations occurred elsewhere. The Deputy Registrar dismissed Luckin’s application, and the General Division judge dismissed Luckin’s appeal. Luckin then sought permission to appeal to the Appellate Division.
The Appellate Division’s analysis focuses on the framework for service out of jurisdiction under the Supreme Court of Judicature Act and the Rules of Court 2021, as supplemented by the Supreme Court Practice Directions. The court emphasised that the threshold at this stage is not a final determination of jurisdiction or merits, but whether the claimant has a “good arguable case” that Singapore is the appropriate forum, including a sufficient nexus to Singapore and a serious question to be tried. Applying that approach, the Appellate Division upheld the lower courts’ decisions and refused permission to appeal.
What Were the Facts of This Case?
IDFL is incorporated in the British Virgin Islands and is beneficially owned and controlled by Mr Tiah, a Malaysian citizen. IDFL does not carry on business and has no permanent establishment in Singapore. The Claimants’ investments were conducted through accounts maintained with Credit Suisse AG’s Singapore branch (“CS Singapore”).
Credit Suisse AG is a global investment bank with a branch in Singapore. The Claimants held accounts with CS Singapore through which investment transactions were carried out. The investments at the centre of the dispute included (i) derivative products based on Luckin’s shares—namely Daily Accrual Callable Notes and Tracker Certificates with Bonus (collectively, the “Derivative Products”)—and (ii) direct purchases of shares issued by Luckin. Collectively, these were referred to as the “Luckin Investments”. All Luckin Investments were held in the Claimants’ accounts with CS Singapore or in a custodian account operated by CS Singapore.
The Claimants’ substantive allegations are primarily founded on deceit and negligence. They allege that CS Singapore and Luckin made representations that were false and that the Claimants relied on those representations when entering into the Luckin Investments. The representations were categorised as: “CS Representations” (made by CS Singapore), “LK Representations” (made by Luckin), and “Schakel Representations” (made by Mr Schakel, Luckin’s Chief Financial Officer and Chief Strategy Officer at the material time). The Claimants allege that the fraud in Luckin’s affairs was discovered from 2 April 2020.
After 2 April 2020, the Claimants allege that further representations were made by Mr Schakel, and that as a result IDFL purchased additional shares in Luckin. The Claimants continued to hold the Luckin Investments, subject to some sales that were not material for the present procedural question. In addition to claims against Credit Suisse and Luckin separately, the Claimants pleaded a joint tortfeasor claim: they alleged that Credit Suisse AG and Luckin acted pursuant to a common design to procure the Claimants’ investments through the CS and LK Representations.
What Were the Key Legal Issues?
The principal legal issue was whether Luckin should be permitted to appeal against the General Division judge’s decision that upheld the Deputy Registrar’s dismissal of Luckin’s application to set aside leave to serve out of jurisdiction. Under the procedural posture, the Appellate Division had to consider whether Luckin had an arguable basis to challenge the earlier findings on jurisdiction and forum appropriateness.
More substantively, the case required the court to apply the legal framework governing service out of Singapore. This included the statutory basis for jurisdiction in personam where a defendant is served outside Singapore in circumstances authorised by the Rules of Court, and the procedural requirements for obtaining leave to serve out. The court also had to consider the factors in the Supreme Court Practice Directions that guide the “good arguable case” inquiry, including nexus to Singapore, forum conveniens, and whether there is a serious question to be tried on the merits.
Luckin’s arguments, as reflected in the extract, centred on the absence of sufficient nexus with Singapore. Luckin contended that the relevant representations were made outside Singapore (in New York, where Luckin’s shares are listed) and that reliance occurred outside Singapore. It further argued that the only connection with Singapore was the fortuitous location of the Claimants’ accounts and that the existence of CS Singapore was insufficient to “drag” Luckin into Singapore’s jurisdiction. Luckin also argued that any claim against Credit Suisse could proceed without Singapore becoming the forum for claims against Luckin.
How Did the Court Analyse the Issues?
The Appellate Division began by setting out the legal framework. Under s 16(1)(a)(ii) of the Supreme Court of Judicature Act 1969, the General Division has jurisdiction to hear and try an action in personam where the defendant is served with an originating claim outside Singapore in circumstances authorised by, and in the manner prescribed by, the Rules of Court. This statutory provision is implemented through Order 8 of the Rules of Court 2021, which governs service out of Singapore with the court’s approval.
Order 8 r 1(1) provides that an originating process may be served out of Singapore with the court’s approval if it can be shown that the court has jurisdiction or is the appropriate court to hear the action. Order 8 r 1(2) requires the claimant to apply by summons without notice and supported by affidavit, stating, among other things, why the court has jurisdiction or is the appropriate court to hear the action. The Supreme Court Practice Directions 2021 then provide practical guidance on what should be addressed in the supporting affidavit.
In particular, para 63(2) of the SCPD 2021 states that, to show why the court is the appropriate court, the claimant should include relevant information demonstrating: (a) a good arguable case that there is sufficient nexus to Singapore; (b) that Singapore is the forum conveniens; and (c) that there is a serious question to be tried on the merits. Para 63(3) adds that the factors listed are non-exhaustive. The Appellate Division therefore treated the “good arguable case” requirement as flexible: even if a claim does not fit neatly within one of the enumerated factors, the claimant may still satisfy the nexus requirement if the overall circumstances support it.
Against this framework, the Deputy Registrar’s analysis (as summarised in the extract) identified relevant factors invoked by the Claimants, including para 63(3)(c), (f) and (p) of the SCPD 2021. Para 63(3)(c) concerns situations where a person outside Singapore is a necessary or proper party to the claim. The Deputy Registrar indicated that this factor was relevant only to the joint tortfeasor claim. Para 63(3)(f) addresses torts constituted at least in part by an act or omission occurring in Singapore, and also torts where damage suffered in Singapore is caused by a tortious act or omission wherever occurring. Para 63(3)(p) concerns a cause of action arising in Singapore.
Luckin’s submissions before the Deputy Registrar and the General Division were directed at undermining these factors. Luckin argued that there was no sufficient nexus with Singapore under any of the cited SCPD factors. It contended that the representations were made outside Singapore (in New York) and that the place of the tort was New York. It further argued that reliance on the representations did not occur in Singapore, and that the location of the Claimants’ accounts in Singapore was fortuitous. Luckin also argued that while Credit Suisse AG might be properly sued in Singapore, the claim against Luckin should be brought in New York. Luckin relied on the governing law clause in the deposit agreement for American Depository Shares (New York law) and argued that Credit Suisse’s filing of a contribution notice against Luckin was insufficient to establish Singapore jurisdiction over Luckin.
Although the extract truncates the Claimants’ submissions and the later reasoning, the procedural posture and the legal framework indicate the core approach taken by the Appellate Division. At the leave-to-appeal stage, the Appellate Division would assess whether the lower courts’ conclusions on the service-out application were plainly wrong or whether there was a real prospect that the appeal would succeed. The “good arguable case” standard is designed to avoid a mini-trial on jurisdiction; instead, it requires a plausible evidential foundation for nexus and forum appropriateness. The court’s task is therefore to determine whether the Claimants’ pleaded case, if taken at face value for present purposes, could establish that Singapore is the appropriate forum for the dispute against Luckin.
In this case, the Claimants’ pleaded reliance on CS and LK Representations, the use of CS Singapore accounts to execute the Luckin Investments, and the allegation that the tortious conduct was constituted at least in part by acts or omissions connected to Singapore would be central to the nexus analysis. The court would also consider whether the alleged damage was suffered in Singapore (for example, by losses on investments held through Singapore accounts) and whether Singapore was the forum conveniens given the presence of CS Singapore and the location of key transaction infrastructure. The non-exhaustive nature of the SCPD factors supports a holistic assessment rather than a narrow focus on where the representations were first authored or where the shares were listed.
What Was the Outcome?
The Appellate Division dismissed Luckin’s application for permission to appeal. In practical terms, this meant that Luckin remained subject to the Singapore proceedings in OC 225/2023, including the permission already granted to serve the originating claim on Luckin out of jurisdiction in the Cayman Islands.
Accordingly, the procedural effect of the decision is that the litigation can proceed in Singapore against Luckin, alongside Credit Suisse AG, with the substantive claims (including deceit and negligence) to be determined in due course. The refusal of permission to appeal also indicates that the Appellate Division did not consider the jurisdiction/service-out determinations to raise issues warranting appellate intervention at that stage.
Why Does This Case Matter?
This decision is significant for practitioners because it reinforces the structured yet flexible approach Singapore courts take when assessing service out of jurisdiction. The court’s reliance on the “good arguable case” standard, together with the non-exhaustive SCPD factors, underscores that jurisdictional nexus is not confined to rigid geographic markers such as the place where representations were authored or where a defendant is incorporated. Instead, the inquiry focuses on whether there is a plausible connection between the pleaded tortious conduct and Singapore, including where the transaction machinery and the investment losses are located.
For claimants, the case illustrates the importance of carefully framing the affidavit evidence and the pleaded case to address nexus, forum conveniens, and serious questions to be tried. Even where the defendant is foreign and the representations may be made outside Singapore, the court may still find sufficient nexus where the investments are transacted through Singapore accounts and where the tort is alleged to be constituted at least in part by acts or omissions connected to Singapore, or where damage is suffered in Singapore.
For defendants, the case highlights the limits of arguments that seek to reduce the jurisdictional inquiry to the “place of tort” or to characterise Singapore connections as merely fortuitous. While such arguments may be relevant, they may not be decisive where the claimant’s pleaded reliance, the transaction structure, and the locus of investment losses provide a coherent basis for Singapore being the appropriate forum. The decision also serves as a reminder that permission to appeal in interlocutory jurisdiction matters will not be granted lightly, particularly where the lower courts have applied the established framework.
Legislation Referenced
- Supreme Court of Judicature Act 1969 (s 16(1)(a)(ii))
- Rules of Court 2021 (Order 8 r 1(1) and Order 8 r 1(2))
- Rules of Court 2021 (Order 18 r 29(1))
Cases Cited
- None provided in the supplied extract.
Source Documents
This article analyses [2024] SGHCA 7 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.