Prosetskii, Aleksandr Viktorovich v Smirnov, Igor and others [2025] SGHCR 25

Case Details

• Citation: [2025] SGHCR 25
• Court: General Division of the High Court
• Decision Date: 30 July 2025
• Coram: AR Chong Fu Shan
• Case Number: Originating Application No 1311 of 2024; Summonses Nos 561 and 958 of 2025
• Hearing Date(s): 28 March, 7 and 16 May 2025
• Claimants / Plaintiffs: Prosetskii, Aleksandr Viktorovich
• Respondent / Defendant: Smirnov, Igor (1st Defendant); Infinite Tide Corp (2nd Defendant); Seasreno Marine Ltd (3rd Defendant)
• Practice Areas: Civil Procedure; Service out of jurisdiction; International Trust Disputes

Summary

The decision in Prosetskii, Aleksandr Viktorovich v Smirnov, Igor and others [2025] SGHCR 25 addresses the complex intersection of jurisdictional gateways and substantive allegations of forgery in the context of service out of jurisdiction. The primary dispute centered on an application by the defendants to set aside an order granting the claimant, Mr. Prosetskii, permission to serve an originating process on three foreign defendants. The claimant’s case was predicated on a Trust Deed allegedly executed between himself and the first defendant, Mr. Smirnov, which purportedly governed the beneficial ownership of shares in two offshore companies. Central to the jurisdictional challenge was the first defendant's categorical denial of the Trust Deed’s existence, asserting that his signature on the document was a forgery.

The court was required to navigate the "good arguable case" standard in circumstances where the very existence of the contract containing the exclusive jurisdiction clause (EJC) was in dispute. This required a granular assessment of the "much better argument" test, particularly how a court should weigh conflicting affidavit evidence and competing handwriting expert reports at an interlocutory stage. The judgment provides a robust framework for practitioners dealing with "threshold" disputes where the jurisdictional nexus is tied to a contested instrument. It clarifies that while a claimant must show a good arguable case for the existence of the contract, the court is not required to reach a final determination on the merits of a forgery allegation, which is properly a matter for trial.

Furthermore, the case examines the "necessary or proper party" gateway under Order 8 rule 1 of the Rules of Court 2021. The second and third defendants, being foreign-incorporated special purpose vehicles, were joined as "nominal" defendants. The court’s analysis of whether these entities could be served out of jurisdiction—despite the claimant asserting no direct cause of action against them—reaffirms the "Chabra" jurisdiction within the Singapore procedural landscape. The decision emphasizes that parties may be joined to ensure that the court’s eventual orders (such as those for the transfer of shares) are effective and binding on the relevant corporate registries.

Ultimately, the court dismissed the defendants' applications to set aside service. The ruling underscores the principle that an exclusive jurisdiction clause, once supported by a good arguable case of its existence, serves as a powerful anchor for Singapore’s jurisdiction. It also highlights the tactical burden on defendants who raise allegations of fraud or forgery to avoid jurisdictional clauses, noting that such allegations must be supported by evidence that sufficiently displaces the claimant's "much better argument."

Timeline of Events

1. 27 November 2014: Earliest factual reference in the matrix regarding background relations or entity structures.
2. 30 November 2014: Subsequent background event noted in the procedural history.
3. 10 April 2018: Relevant date concerning the historical management or ownership of the subject assets.
4. 17 April 2018: Follow-up event in the historical timeline of the parties' dealings.
5. 31 January 2024: Initial communications or events leading up to the disputed trust arrangement.
6. 21 February 2024: Preparatory steps or discussions regarding the transfer of shares or the creation of the trust.
7. 22 February 2024: Continued negotiations between Mr. Prosetskii and Mr. Smirnov.
8. 23 February 2024: Finalization of terms preceding the alleged execution of the Trust Deed.
9. 28 February 2024: The date on which the Trust Deed was allegedly executed between Mr. Prosetskii and Mr. Smirnov.
10. 29 February 2024: Immediate post-execution conduct and communications.
11. 1 March 2024: Further actions taken by the parties pursuant to the alleged Trust Deed.
12. 22 April 2024: Emergence of disputes regarding the management of the M/T Raven.
13. 23 April 2024: Formal correspondence regarding the alleged breaches of the trust.
14. 21 May 2024: Escalation of the dispute and demands for information regarding the second and third defendants.
15. 24 September 2024: Pre-litigation maneuvers and final attempts at resolution.
16. 25 September 2024: Formal notice of intended legal action.
17. 18 October 2024: Final deadline for compliance with trust obligations prior to suit.
18. 1 November 2024: Preparation of the originating process.
19. 16 December 2024: Mr. Prosetskii commences OA 1311 in the General Division of the High Court.
20. 18 December 2024: Filing of supporting affidavits for the application for service out of jurisdiction.
21. 19 December 2024: Court grants permission for service out of jurisdiction on the defendants.
22. 28 February 2025: Defendants file Summons 561 of 2025 to set aside the service.
23. 28 March 2025: First substantive hearing date for the setting-aside applications.
24. 9 April 2025: Filing of further evidence, including handwriting expert reports.
25. 23 April 2025: Supplementary submissions filed by the parties.
26. 9 May 2025: Second substantive hearing date.
27. 16 May 2025: Final hearing date; the court reserves judgment.
28. 22 May 2025: Final administrative filing or clarification requested by the court.
29. 30 July 2025: Judgment delivered by AR Chong Fu Shan.

What Were the Facts of This Case?

The claimant, Mr. Aleksandr Viktorovich Prosetskii, is a businessman who sought to assert beneficial ownership over the shares of two companies: Infinite Tide Corp (the "Second Defendant") and Seasreno Marine Ltd (the "Third Defendant"). The Second Defendant is incorporated in the Seychelles, while the Third Defendant is incorporated in the Marshall Islands. These companies were special purpose vehicles whose primary, if not sole, asset was a crude-oil tanker named the M/T Raven. The value of the dispute was significant, with references to amounts involving US$37m and S$37m in the context of the underlying assets and transactions.

The first defendant, Mr. Igor Smirnov, a citizen of Moldova, was the registered owner of the shares in both the Second and Third Defendants. Mr. Prosetskii’s claim was based on a Trust Deed dated 28 February 2024. According to Mr. Prosetskii, this Trust Deed was the formalization of an agreement where Mr. Smirnov held the shares in the two companies on trust for Mr. Prosetskii. The Trust Deed contained critical provisions for the claimant: an express choice of Singapore law and an exclusive jurisdiction clause (Clause 11.2) in favor of the Singapore courts. Specifically, Clause 11.2 stated: "The courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this deed, its subject matter or formation (including non-contractual rights, obligations, disputes or claims)."

The relationship between the parties soured shortly after the alleged execution of the Trust Deed. Mr. Prosetskii alleged that Mr. Smirnov had breached his fiduciary duties and the terms of the trust by failing to provide necessary information regarding the companies and the M/T Raven. Furthermore, Mr. Prosetskii claimed that the flag state and the ship management company of the M/T Raven were changed without his consent or knowledge, which he viewed as an attempt to dissipate or obscure the trust assets. Consequently, Mr. Prosetskii commenced OA 1311 on 16 December 2024, seeking declarations of trust and orders for the transfer of the shares to himself.

The defendants challenged the jurisdiction of the Singapore court. Mr. Smirnov’s primary defense was a total denial of the Trust Deed’s authenticity. He maintained that he had never signed the document and that the signature appearing above his name was a forgery. To support this, he pointed to discrepancies in the document's appearance and the circumstances of its alleged signing. Both parties engaged handwriting experts to provide opinions on the authenticity of the signature. Mr. Prosetskii’s expert concluded the signature was likely genuine, while Mr. Smirnov’s expert concluded it was a "simulation" or forgery. This created a direct conflict of evidence on a "threshold" jurisdictional fact.

The Second and Third Defendants (the "Companies") also challenged the service. They argued that they were not parties to the Trust Deed and therefore could not be bound by the exclusive jurisdiction clause. Mr. Prosetskii admitted he had no direct cause of action against the Companies but argued they were "necessary or proper parties" to the claim against Mr. Smirnov. He contended that their joinder was essential to ensure that any court order for the transfer of shares could be effectively enforced against the companies' registries in the Seychelles and the Marshall Islands. The procedural history involved the claimant obtaining ex parte permission to serve out, followed by the defendants' inter-partes applications (SUM 561 and SUM 958) to set aside that permission on the grounds that the Singapore court lacked jurisdiction or was forum non conveniens.

What Were the Key Legal Issues?

The court was tasked with resolving several pivotal legal issues that go to the heart of international civil procedure in Singapore. These issues required the application of the Rules of Court 2021 (ROC 2021) and established common law doctrines regarding jurisdictional gateways.

• The Standard of Proof for Disputed Jurisdictional Facts: What is the appropriate standard of proof when a defendant alleges that the contract containing an exclusive jurisdiction clause is a forgery? The court had to determine how to apply the "good arguable case" and "much better argument" tests in the face of conflicting expert handwriting evidence.
• The Validity of the Jurisdictional Gateway under Order 8 Rule 1: Whether the claimant had established a sufficient nexus to Singapore under the ROC 2021. This involved assessing whether the claim fell within the specific "gateways," such as a contract governed by Singapore law or a contract containing an EJC, despite the challenge to the contract's existence.
• The Doctrine of Separability in the Context of EJCs: To what extent does the doctrine of separability apply to an exclusive jurisdiction clause when the main agreement is alleged to be void ab initio due to forgery? The court considered whether the EJC could survive the alleged non-existence of the Trust Deed.
• Service on Nominal Defendants (The "Chabra" Jurisdiction): Whether the court has the power to grant permission for service out of jurisdiction on "nominal" defendants (the Second and Third Defendants) against whom no substantive cause of action is asserted, but whose presence is necessary for the effectiveness of the sought reliefs. This involved an interpretation of the "necessary or proper party" gateway.
• Forum Non Conveniens: Even if a gateway was established, whether Singapore was the most appropriate forum (forum conveniens) for the dispute, particularly given the Moldovan citizenship of the first defendant and the foreign incorporation of the corporate defendants.

How Did the Court Analyse the Issues?

The court’s analysis began with the fundamental requirement for service out of jurisdiction under the ROC 2021. For the court to exercise its discretion to allow service out, the claimant must show: (a) a good arguable case that the claim falls within one of the gateways in Order 8 rule 1; (b) that the claim has a reasonable prospect of success; and (c) that Singapore is the forum conveniens.

The "Good Arguable Case" and "Much Better Argument" Test

The court relied heavily on the Court of Appeal’s guidance in [2025] SGHCR 25 (referencing the broader principles) and Shanghai Turbo Enterprises Ltd v Liu Ming [2019] 1 SLR 779. The "good arguable case" standard requires the claimant to show they have the "much better argument" than the defendant on the jurisdictional facts. AR Chong Fu Shan noted that this does not require the court to conduct a "mini-trial" on the merits. Citing Manharlal Trikamdas Mody v Sumikin Bussan International (HK) Ltd [2014] 3 SLR 1161, the court observed that the standard is more stringent than a prima facie case but less than the civil standard of balance of probabilities.

"The upshot, as far as the opposing party is concerned, is that it is not enough to merely raise a 'plausible argument' vis-à-vis the opposing party (Shanghai Turbo Enterprises Ltd v Liu Ming [2019] 1 SLR 779 (“Shanghai Turbo”) at [49])." (at [3])

The Forgery Allegation and Expert Evidence

The most contentious aspect was the forgery allegation. Mr. Smirnov argued that since he never signed the Trust Deed, the EJC therein could not ground jurisdiction. The court examined the competing handwriting expert reports. Following the approach in [2012] SGHC 12, the court acknowledged that it is often difficult to prefer one expert over another at an interlocutory stage without cross-examination. However, the court did not stop at the experts. It looked at the "contemporaneous conduct" and the "email trail."

The court found that on 28 February 2024, a PDF of the signed Trust Deed was sent from an email account associated with Mr. Smirnov. The court noted that Mr. Smirnov’s explanation for this—that his email might have been compromised or that the document was "planted"—lacked sufficient evidentiary weight to displace the claimant’s "much better argument." The court held that the claimant had adduced sufficient evidence to show a good arguable case that the Trust Deed was genuine for the purposes of jurisdiction.

Separability of the Exclusive Jurisdiction Clause

The court addressed whether the EJC could be separated from the main agreement. While the doctrine of separability is well-established in arbitration (as seen in Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd [2023] 2 SLR 554), its application to EJCs in the context of a non-existent contract is more nuanced. The court noted that if there was truly "no meeting of minds" or a forgery, the EJC would typically fall with the rest of the contract. However, the court concluded that because the claimant had established a "good arguable case" that the contract was signed, the EJC was validly invoked as a gateway.

"Had there not been at least a good arguable case supported by the evidence that Mr Smirnov had signed the Trust Deed, it would not be fair and just to establish jurisdiction on the basis of these clauses." (at [82])

The "Necessary or Proper Party" Gateway (Chabra Jurisdiction)

Regarding the Second and Third Defendants, the court applied the "necessary or proper party" test. The court referred to Tan Yow Kon v Tan Swat Ping and others [2006] 3 SLR(R) 881 and Siemens AG v Holdrich Investment Ltd [2010] 3 SLR 1007. The court accepted that even if no cause of action was asserted against the Companies, they were "proper parties" because the reliefs sought—specifically the transfer of shares—required the Companies to update their registers. The court invoked the "Chabra" principle (from TSB Private Bank International SA v Chabra [1992] 1 WLR 231, applied locally in Lee Kuan Yew v Tang Liang Hong [1997] 2 SLR 819), which allows the joinder of a party against whom no cause of action is alleged if such joinder is necessary to facilitate the relief sought against the main defendant.

Forum Non Conveniens

Finally, the court applied the Spiliada test. Given the existence of a valid EJC (at the "good arguable case" level), the burden shifted to the defendants to show "strong cause" why they should not be bound by their contractual choice of forum. The court found no such strong cause. The choice of Singapore law and the Singapore EJC were decisive factors that outweighed the defendants' connections to Moldova or the offshore jurisdictions of incorporation.

What Was the Outcome?

The court dismissed both SUM 561 and SUM 958, effectively upholding the permission for service out of jurisdiction on all three defendants. The operative order was stated succinctly by AR Chong Fu Shan:

"I dismissed both SUM 561 and SUM 958." (at [2])

The court’s orders included the following:

• Validation of Service: The service of the Originating Application (OA 1311) on Mr. Igor Smirnov, Infinite Tide Corp, and Seasreno Marine Ltd was held to be valid. The court found that the claimant had successfully established the jurisdictional gateways under Order 8 rule 1 of the ROC 2021.
• Status of the Trust Deed: While the court did not make a final finding of fact that the Trust Deed was genuine (as that is a matter for trial), it held that for the purposes of establishing jurisdiction, there was a "good arguable case" and a "much better argument" that the Trust Deed was executed by Mr. Smirnov.
• Joinder of Corporate Defendants: The Second and Third Defendants remained parties to the suit as "proper parties" under the Chabra jurisdiction, ensuring that any eventual judgment regarding the beneficial ownership of the shares would be enforceable against the companies.
• Next Steps: The defendants were required to file their respective responses to the substantive claims in OA 1311 within the timelines prescribed by the ROC 2021, moving the matter toward a full evidentiary hearing on the merits of the trust claim and the forgery defense.

Costs: The court ordered that costs be payable by the defendants to Mr. Prosetskii. Specifically, the court fixed the costs for both summonses, reflecting the claimant's success in defending the jurisdictional challenge.

"I dismissed SUM 561 and SUM 958, and fixed costs to be payable by the defendants to Mr Prosetskii." (at [113])

Why Does This Case Matter?

This decision is a significant addition to Singapore’s jurisprudence on international litigation and the enforcement of jurisdictional agreements. Its importance can be categorized into three main areas: the standard of proof for jurisdictional facts, the treatment of forgery allegations at the interlocutory stage, and the clarification of "Chabra" jurisdiction under the new Rules of Court.

First, the case provides a clear application of the "much better argument" test in a high-stakes commercial context. Practitioners often struggle with the level of evidence required to sustain a jurisdictional gateway when the underlying contract is attacked. By emphasizing that the court should look beyond competing expert reports to the "contemporaneous conduct" and "email trails," the judgment offers a pragmatic roadmap for claimants. It reinforces that a defendant cannot simply "shout forgery" to escape an exclusive jurisdiction clause; they must provide a narrative and evidence that is more compelling than the claimant’s version of events.

Second, the judgment clarifies the limits of the doctrine of separability. While EJCs are often treated as separate agreements, the court correctly identified that if a signature is forged, the EJC (as part of that document) is also potentially non-existent. However, the court’s solution—applying the "good arguable case" standard to the existence of the contract itself—ensures that jurisdictional gateways remain functional even when the validity of the contract is the very subject of the dispute. This prevents a circularity of logic where a court could never decide a forgery case because it couldn't establish jurisdiction to hear the forgery allegation in the first place.

Third, the affirmation of the "Chabra" jurisdiction is vital for practitioners dealing with offshore structures. In many international disputes, the "real" defendant is an individual, but the assets are held by "nominal" offshore companies. This case confirms that the Singapore court will allow service out on such companies as "proper parties" to ensure that its orders are not rendered toothless. This is a pro-enforcement stance that aligns Singapore with other major commercial litigation hubs like London.

Finally, the case serves as a reminder of the weight Singapore courts give to EJCs. Under the Spiliada and Vinmar line of authorities, an EJC is almost always dispositive unless "strong cause" is shown. By upholding the EJC even in the face of a forgery allegation (provided a good arguable case is met), the court has signaled that it will protect the parties' bargained-for forum choice against tactical challenges. This provides certainty for international parties choosing Singapore law and Singapore courts to govern their trust and commercial arrangements.

Practice Pointers

• Evidentiary Threshold: When facing a forgery allegation in a jurisdictional challenge, do not rely solely on handwriting experts. Focus on the "contemporaneous conduct" of the parties and the digital trail (emails, metadata, WhatsApp messages) to establish a "much better argument" for the document's authenticity.
• Drafting EJCs: Ensure that exclusive jurisdiction clauses are drafted broadly to include disputes regarding the "formation" or "validity" of the agreement. This can assist in arguing that the clause should apply even when the existence of the contract is challenged.
• Joining Nominal Parties: When seeking to recover assets held by foreign companies, utilize the "necessary or proper party" gateway (Order 8 rule 1) and the Chabra jurisdiction. Clearly articulate in the supporting affidavit why the joinder of these nominal defendants is necessary for the effectiveness of the court's eventual orders.
• Expert Reports at Interlocutory Stage: Be aware that the court is unlikely to prefer one handwriting expert over another without cross-examination. Use expert evidence as a supporting pillar rather than the sole basis for establishing a good arguable case.
• Email Authenticity: In the digital age, evidence that a signed document was sent from a defendant's known email account carries significant weight. Defendants seeking to challenge such evidence must provide specific, credible evidence of account compromise or "planting" to succeed.
• Forum Non Conveniens Strategy: If an EJC exists, the burden to stay proceedings or set aside service is extremely high ("strong cause"). Practitioners should focus on whether the gateway is met; if it is, the forum non conveniens argument is likely to fail unless exceptional circumstances exist.
• Costs Considerations: Jurisdictional challenges are often "all or nothing." Be prepared for the court to fix costs immediately upon the dismissal of a setting-aside application, as seen in this case.

Subsequent Treatment

As this is a relatively recent decision from 2025, its subsequent treatment in higher courts or later High Court decisions is still developing. However, it stands as a persuasive authority on the application of the "much better argument" test to forgery allegations in jurisdictional disputes. It follows the doctrinal lineage of Shanghai Turbo and Vinmar, reinforcing the high threshold required to displace a contractual choice of forum. The case is likely to be cited in future trust and commercial disputes involving offshore entities where "proper party" joinder is required under the ROC 2021.

Legislation Referenced

• Supreme Court of Judicature Act 1969 (2020 Rev Ed), ss 16(1)(a), 16(1)(b)
• Rules of Court 2021, Order 8 rule 1 (Gateways for service out of jurisdiction)
• Rules of Court 2021, Order 15 rule 6 (Joinder of parties)
• Companies Act (Cap 50) [referenced in the context of share registers]

Cases Cited

• Applied / Followed:
  • [2021] SGHC 248 (Standard for "good arguable case")
  • Shanghai Turbo Enterprises Ltd v Liu Ming [2019] 1 SLR 779 (The "much better argument" test)
  • Manharlal Trikamdas Mody v Sumikin Bussan International (HK) Ltd [2014] 3 SLR 1161 (Stringency of jurisdictional proof)
  • Tan Yow Kon v Tan Swat Ping and others [2006] 3 SLR(R) 881 (Necessary or proper party test)
  • Lee Kuan Yew v Tang Liang Hong and other suits [1997] 2 SLR 819 (Application of Chabra jurisdiction in Singapore)
• Considered / Referred to:
  • [2020] SGHC 249 (Jurisdictional challenges and EJCs)
  • [2012] SGHC 12 (Handwriting expert evidence in forgery claims)
  • [2000] SGHC 188 (Meeting of minds in contract formation)
  • [2015] SGHC 175 (Burden of proving a document is genuine)
  • Li Shengwu v Attorney-General [2019] 1 SLR 1081 (Standard for service out)
  • Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271 (Strong cause test for EJCs)
  • Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte Ltd [2023] 2 SLR 554 (Doctrine of separability)
  • Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460 (Forum non conveniens)

Source Documents

• Original Judgment (PDF)
• eLitigation Case Summary