Case Details
- Citation: [2025] SGHCR 25
- Title: Prosetskii, Aleksandr Viktorovich v Smirnov, Igor and others
- Court: High Court of the Republic of Singapore (General Division)
- Date of decision: 30 July 2025
- Originating Application: Originating Application No 1311 of 2024
- Summonses: HC/SUM 561/2025 and HC/SUM 958/2025
- Judges: AR Chong Fu Shan
- Applicant/Claimant: Aleksandr Viktorovich Prosetskii
- Respondents/Defendants: Igor Smirnov; Infinite Tide Corp; Seasreno Marine Ltd
- Legal area: Civil Procedure — Service (service out of jurisdiction)
- Procedural posture: Applications to set aside an Assistant Registrar’s permission to serve an originating process out of jurisdiction (“Service Out Order”)
- Key applications: SUM 561 (by the first defendant) and SUM 958 (by the second and third defendants)
- Length of judgment: 53 pages, 15,644 words
- Statutes referenced: (not specified in the provided extract)
- Cases cited: [2000] SGHC 188; [2012] SGHC 12; [2015] SGHC 175; [2020] SGHC 249; [2021] SGHC 248; [2025] SGHCR 25
Summary
This decision concerns the High Court’s approach to permission to serve an originating process out of Singapore where the claimant relies on contractual jurisdiction and governing law clauses, but the defendants contend that there was no “meeting of minds” on the main agreement. The claimant, Mr Aleksandr Viktorovich Prosetskii, sought to enforce rights said to arise from a trust deed allegedly executed by Mr Igor Smirnov in relation to shares held in Mr Smirnov’s name. The trust deed contained both a Singapore governing law clause and an exclusive jurisdiction clause in favour of the Singapore courts.
The procedural dispute arose because the Assistant Registrar had granted permission for service out of jurisdiction. Mr Smirnov and the two corporate defendants (special purpose vehicles said to hold a vessel) applied to set aside that permission. The High Court (AR Chong Fu Shan) dismissed both set-aside applications and upheld the Service Out Order. The court held that, even where the defendants argued that the jurisdiction clause should not ground service out because there was allegedly no contract, the claimant had a “good arguable case” that there was a sufficient nexus to Singapore. The court also accepted that the doctrine of separability did not apply to the exclusive jurisdiction clause in the manner urged by the defendants, but nevertheless found that the jurisdiction clause could be relied upon for service out on the facts pleaded.
In addition, the court addressed whether the corporate defendants could be joined as necessary or proper parties, even if the claimant did not assert a direct cause of action against them. The court accepted that service out could be granted in respect of such “nominal” defendants where they were joined so that the relief sought would be binding on them. Finally, the court found that Singapore was the forum conveniens and that there was a serious question to be tried on the merits.
What Were the Facts of This Case?
The claimant, Mr Prosetskii, is a businessman residing in Singapore. The first defendant, Mr Smirnov, is a citizen of Moldova and, on his evidence, operates in trading petroleum products and maritime transportation. It was undisputed that Mr Smirnov is the legal owner of one share in the second defendant, Infinite Tide Corp (“ITC”), and 250 shares in the third defendant, Seasreno Marine Ltd (“SML”). The shares were said to be held on trust for Mr Prosetskii, pursuant to a trust deed dated 28 February 2024.
ITC and SML are incorporated in different foreign jurisdictions and are described as special purpose vehicles. Their commercial purpose was linked to the ownership and operation of a crude-oil tanker, the “M/T Raven” (“MT Raven”). ITC was said to hold property rights in the vessel, while SML’s sole asset was the vessel until ownership was transferred to ITC in February or March 2024. The court treated ITC and SML together as “the Companies” because they took aligned positions in the set-aside applications.
Mr Prosetskii’s case is that he is the beneficial owner of the shares registered in Mr Smirnov’s name. He alleges that the trust deed was executed on 28 February 2024 between him and Mr Smirnov. The narrative provided by the claimant is that he did not know Mr Smirnov personally and corresponded instead with two individuals, Mr Ivan Obukhov and Mr Mikhail Ivanov, who were involved in managing the Companies and the vessel. According to Mr Prosetskii, Mr Ivanov informed him that Seychelles had become a more convenient jurisdiction for the shipping business and that a new company would be incorporated in Seychelles, with the vessel’s ownership transferred accordingly. Mr Prosetskii agreed to this arrangement.
The claimant further alleges that nominee shareholders would hold the Seychelles company’s shares on trust for him, one of whom was “I. Smirnov”. Mr Prosetskii later learned that the Seychelles company was ITC. He claims that he asked for Mr Smirnov’s passport and that Mr Obukhov provided it. On 23 February 2024, Mr Prosetskii prepared a draft trust deed and sent it to Mr Obukhov, requesting that Mr Obukhov procure Mr Smirnov’s signature. The claimant’s account is that Mr Smirnov signed the trust deed on 28 February 2024, witnessed by Ms Xenia Ciudac, and that a PDF copy of the signed deed was sent to him via Telegram. A further email transmission followed on 1 March 2024 in accordance with a clause in the trust deed allowing notices to be sent to specified email addresses, including Mr Smirnov’s Protonmail account. Mr Prosetskii then signed the deed, allegedly backdating his signature to 28 February 2024 for consistency.
What Were the Key Legal Issues?
The first key issue was whether an exclusive jurisdiction clause or choice of law clause could ground an application for permission to serve an originating process out of jurisdiction where the defendants alleged that there was no meeting of minds on the main agreement. In other words, the court had to consider whether the claimant could rely on the jurisdiction and governing law clauses in the trust deed for service out, despite the defendants’ contention that the trust deed itself was not properly formed.
The second issue concerned the scope of service out where the claimant sought to join defendants as “nominal” parties. The court had to decide whether service out could be granted in respect of ITC and SML, even if the claimant did not assert a direct cause of action against them, but joined them to ensure that the relief sought would be binding on them.
Third, the court had to apply the established framework for service out, including whether there was a good arguable case on the relevant jurisdictional facts, whether Singapore was the forum conveniens, and whether there was a serious question to be tried on the merits.
How Did the Court Analyse the Issues?
The court began by framing the applications as challenges to the Assistant Registrar’s permission to serve out. The High Court’s task was not to determine the merits finally, but to assess whether the legal threshold for service out was met. The court reiterated that the claimant must show, at the service-out stage, a “good arguable case” that the conditions for service out are satisfied. This standard is not a balance of probabilities test; rather, it requires a case that is arguable and not merely speculative.
On the “meeting of minds” argument, the defendants contended that because the trust deed was allegedly not properly agreed, the exclusive jurisdiction clause could not be relied upon to justify service out. The court addressed the relationship between jurisdiction clauses and contract formation disputes. It held that the doctrine of separability was not applicable to the exclusive jurisdiction clause in the manner the defendants suggested. Separability is often invoked to treat an arbitration clause as independent of the main contract; however, the court’s reasoning indicated that the exclusive jurisdiction clause should not be approached as if it were automatically severed from the formation question in the same way. Nonetheless, the court did not accept that this meant the jurisdiction clause was irrelevant. Instead, it treated the jurisdiction clause as part of the pleaded contractual framework and asked whether the claimant had a good arguable case that there was a sufficient nexus to Singapore.
In applying the “good arguable case” standard, the court found that there was a good arguable case that the trust deed had been signed by Mr Smirnov. The claimant’s evidence included the alleged execution mechanics (signature, witnessing, and transmission of the signed PDF and email copy), as well as the subsequent conduct and documentary trail. While the court acknowledged that many facts were contested and would require trial, it was satisfied that the claimant’s evidence was sufficient to clear the service-out threshold. This finding supported the conclusion that the Singapore exclusive jurisdiction clause could be relied upon for the purposes of service out, because the claimant’s case on formation was not fanciful.
The court then turned to the question of whether the Companies were necessary or proper parties. The defendants argued, in effect, that service out should not be granted against parties against whom no direct cause of action was asserted. The court rejected that narrow approach. It accepted that ITC and SML were joined because the relief sought by the claimant would need to bind them, given their role as special purpose vehicles holding the vessel and being connected to the shares in question. The court therefore treated them as necessary or proper parties for the effective resolution of the dispute. This reasoning allowed service out to extend to them, even if they were not the primary wrongdoers in the pleaded narrative.
On forum conveniens, the court considered whether Singapore was the appropriate forum for the dispute. The existence of an exclusive jurisdiction clause in favour of Singapore was a significant factor. The court found that Singapore was the forum conveniens, consistent with the pleaded contractual allocation of disputes to Singapore and the claimant’s residence in Singapore. While the defendants were foreign and the Companies were incorporated abroad, the court considered that the overall connecting factors supported Singapore as the proper forum.
Finally, the court addressed whether there was a serious question to be tried on the merits. The court found that the claimant’s allegations—particularly those relating to the trust arrangement, the alleged trustee obligations, and subsequent conduct—raised serious questions that warranted full adjudication. The court emphasised that it was not making final findings on contested facts such as the extent of breaches or the precise documentary history; rather, it concluded that the pleaded claims were sufficiently substantial to justify service out and trial in Singapore.
What Was the Outcome?
The High Court dismissed both set-aside applications: SUM 561 (by Mr Smirnov) and SUM 958 (by ITC and SML). As a result, the Assistant Registrar’s Service Out Order was upheld, and the claimant was permitted to serve the originating process on the defendants out of Singapore.
Practically, this meant that the dispute could proceed in the Singapore High Court against all relevant parties joined by the claimant, including the corporate defendants, and that the defendants would have to respond to the substantive claim in Singapore rather than forcing the matter to be litigated elsewhere at the preliminary service-out stage.
Why Does This Case Matter?
This case is significant for practitioners because it clarifies how Singapore courts approach service out where defendants challenge contract formation but the claimant relies on exclusive jurisdiction and governing law clauses. The decision confirms that a “meeting of minds” challenge does not automatically defeat service out. Instead, the court will examine whether the claimant has a good arguable case on formation and whether there is a sufficient nexus to Singapore, even if the formation issue is contested.
For litigators, the decision also provides guidance on joining defendants as necessary or proper parties for effective relief. The court’s acceptance that service out may be granted against “nominal” defendants—where the claimant seeks orders that must bind them—will be useful in complex commercial disputes involving holding structures, special purpose vehicles, and multi-jurisdictional assets.
Finally, the case reinforces the practical weight of exclusive jurisdiction clauses in the forum conveniens analysis. While Singapore courts do not treat jurisdiction clauses as conclusive in every scenario, the decision demonstrates that where the claimant’s case on signing and contractual nexus is arguable, the court is willing to uphold service out and allow the dispute to be determined in Singapore.
Legislation Referenced
- (Not specified in the provided extract)
Cases Cited
- [2000] SGHC 188
- [2012] SGHC 12
- [2015] SGHC 175
- [2020] SGHC 249
- [2021] SGHC 248
- [2025] SGHCR 25
Source Documents
This article analyses [2025] SGHCR 25 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.