TrueCoin LLC v Techteryx, Ltd [2024] SGHC 296

Case Details

• Citation: [2024] SGHC 296
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 29 November 2024
• Coram: Andre Maniam J
• Case Number: Originating Action No 364 of 2024; Summons No 1032 of 2024; Summons No 1035 of 2024
• Hearing Date(s): 14 August 2024
• Claimants / Plaintiffs: TrueCoin LLC
• Respondent / Defendant: Techteryx, Ltd
• Counsel for Claimants: Leo Zhen Wei Lionel, Li Yiling Eden, G Kiran and Lim Jingzhen Jerrick (WongPartnership LLP)
• Counsel for Respondent: Tnee Zixian Keith (Zheng Zixian), Foo Yiew Min and Tyronne Toh Jia-En (Tan Kok Quan Partnership)
• Practice Areas: Arbitration; Restraint of proceedings; Foreign judicial; Anti-suit injunctions

Summary

The decision in TrueCoin LLC v Techteryx, Ltd [2024] SGHC 296 serves as a robust affirmation of the Singapore court's jurisdiction to protect the integrity of arbitration agreements through the grant of anti-suit injunctions ("ASI"). The dispute arose from a complex transaction involving the sale of a digital currency business, specifically the "TrueUSD" (TUSD) stablecoin product. While the primary agreements governing the sale and ongoing services contained Singapore-seated arbitration clauses under the Singapore International Arbitration Centre (SIAC) rules, a subsequent notice regarding the transfer of escrow assets contained a non-exclusive jurisdiction clause in favour of the Hong Kong courts. When the respondent, Techteryx, Ltd, initiated proceedings in Hong Kong that overlapped with the subject matter of the arbitration, the applicant, TrueCoin LLC, sought injunctive relief from the Singapore High Court.

The central doctrinal contribution of this case lies in its treatment of overlapping or potentially conflicting dispute resolution clauses across a suite of transaction documents. Andre Maniam J meticulously analysed whether a later, more specific notice (the "JWI Notice") could supersede the broad arbitration agreements found in the Master Services Agreement ("MSA") and the Strategic Alliance Agreement ("SAA"). The court held that in the absence of clear and unequivocal language indicating an intent to abandon arbitration, the original arbitration agreements remained the primary forum for disputes arising out of the underlying commercial relationship. This reinforces the "anti-fragmentation" approach often adopted by Singapore courts, where parties are presumed to intend for a single forum to resolve all disputes arising from their relationship unless the contrary is clearly stated.

Furthermore, the judgment addresses critical issues of international comity. Techteryx argued that the Singapore court should stay its hand and allow the Hong Kong court to determine its own jurisdiction. Relying on the principles established in The Angelic Grace and subsequent Singapore authorities, the court rejected this "wait and see" approach. Andre Maniam J emphasised that where a breach of an arbitration agreement is established, the court of the seat has a primary interest in enforcing that agreement. To defer to the foreign court would not be an act of comity, but rather a failure to uphold the parties' contractual bargain. The court's refusal to be "patronising" toward the foreign court by waiting for it to decline jurisdiction is a significant restatement of the Singapore judiciary's proactive stance in international arbitration.

Ultimately, the court granted a permanent anti-suit injunction, restraining Techteryx from pursuing its claims against TrueCoin in Hong Kong. This decision provides essential guidance for practitioners drafting multi-layered commercial agreements and highlights the high threshold required to displace an existing arbitration agreement. It also underscores the importance of providing expert evidence on foreign law if a party wishes to argue that the governing law of the contract (in this case, Delaware law) would lead to a different interpretation than Singapore law.

Timeline of Events

1. 2 December 2020: TrueCoin LLC and Techteryx, Ltd enter into two primary agreements: the Strategic Alliance Agreement ("SAA") and the Master Services Agreement ("MSA"). Both agreements are governed by Delaware law and contain SIAC arbitration clauses.
2. 20 January 2021: The closing of the transaction contemplated under the SAA occurs, whereby TrueCoin sells assets relating to the TUSD digital token product business to Techteryx.
3. 1 April 2021: Techteryx and TrueCoin issue a joint written instruction (the "JWI Notice") to Legacy Trust Company Limited. This notice contains a non-exclusive jurisdiction clause in favour of the Hong Kong courts.
4. 17 November 2023: TrueCoin commences two SIAC arbitrations against Techteryx, alleging failures to meet payment obligations under the SAA and MSA.
5. 24 November 2023: Techteryx commences a court action in Hong Kong (the "Hong Kong action") against TrueCoin and other parties, asserting claims for breach of the SAA and MSA.
6. 2 January 2024: TrueCoin is served with the Hong Kong proceedings.
7. 17 April 2024: Diana Jean Bushard files the first affidavit in support of TrueCoin's application for an anti-suit injunction in Singapore.
8. 14 August 2024: Substantive hearing of the application for the anti-suit injunction before Andre Maniam J in the General Division of the High Court.
9. 29 November 2024: The High Court delivers its judgment, granting the permanent anti-suit injunction and awarding costs to TrueCoin.

What Were the Facts of This Case?

The applicant, TrueCoin LLC ("TrueCoin"), is a Delaware-incorporated company involved in the development of digital currency products. Its primary product was the "TrueUSD" (TUSD) stablecoin, a digital token designed to maintain a stable value relative to the US dollar. The respondent, Techteryx, Ltd ("Techteryx"), is a British Virgin Islands company that sought to acquire the TUSD business from TrueCoin.

On 2 December 2020, the parties executed two foundational contracts to facilitate this acquisition. The first was the Strategic Alliance Agreement ("SAA"), under which TrueCoin agreed to sell, and Techteryx agreed to buy, the assets and intellectual property associated with the TUSD business. The second was the Master Services Agreement ("MSA"), which provided that TrueCoin would continue to provide technical and operational services to Techteryx to ensure the smooth transition and ongoing operation of the TUSD platform. Both the SAA and MSA were expressly governed by Delaware law. Crucially, both agreements contained dispute resolution clauses mandating that any disputes arising out of or in connection with the agreements be resolved by arbitration in Singapore under the Singapore International Arbitration Centre (SIAC) rules.

The transaction closed on 20 January 2021. Following the closing, the parties needed to manage the transfer of assets held in escrow. On 1 April 2021, TrueCoin and Techteryx issued the "JWI Notice" to Legacy Trust Company Limited ("Legacy Trust"). The JWI Notice instructed Legacy Trust to release and transfer "Escrow Assets" to First Digital Trust Limited, an entity designated by Techteryx. Unlike the SAA and MSA, the JWI Notice included a clause stating: "The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this notice or its subject matter." This notice also specified that it was governed by Hong Kong law.

A dispute eventually arose regarding Techteryx's payment obligations. TrueCoin alleged that Techteryx had failed to pay significant sums due under the SAA and MSA, including amounts related to the purchase price and service fees. On 17 November 2023, TrueCoin initiated two separate SIAC arbitrations to recover these debts. Techteryx did not immediately submit to the arbitration but instead filed a Statement of Claim in the High Court of the Hong Kong Special Administrative Region on 24 November 2023. In the Hong Kong action, Techteryx sued not only TrueCoin but also several other individuals and entities involved in the TUSD ecosystem. Techteryx's claims in Hong Kong were broad, alleging that TrueCoin had breached various warranties and obligations under the SAA and MSA, and seeking declarations that it was not liable for the payments TrueCoin claimed in the arbitrations.

TrueCoin argued that the Hong Kong action was a blatant attempt to circumvent the SIAC arbitration agreements. Techteryx countered by arguing that the JWI Notice, with its Hong Kong jurisdiction clause, had superseded the arbitration agreements in the SAA and MSA, at least regarding the matters raised in the Hong Kong action. Techteryx further contended that because the Hong Kong action involved multiple parties not subject to the arbitration agreements, the Singapore court should decline to grant an ASI to avoid a multiplicity of proceedings and the risk of inconsistent findings. The procedural history involved TrueCoin seeking an interim ASI, which was granted, followed by the substantive hearing for a permanent injunction.

What Were the Key Legal Issues?

The court was tasked with resolving two primary questions, as framed at paragraph [36] of the judgment:

• Whether Techteryx’s claims against TrueCoin in the Hong Kong action were prima facie in breach of arbitration agreements between them. This required an analysis of the scope of the SIAC arbitration clauses in the SAA and MSA and whether the JWI Notice had modified or superseded those clauses.
• Whether there were "strong reasons" not to grant an anti-suit injunction. Even if a breach of an arbitration agreement is established, the court retains a residual discretion to refuse an ASI if the respondent can demonstrate compelling reasons why the injunction should not be issued.

Within these broad issues, several sub-issues emerged that required detailed judicial consideration:

• The "Supersession" Argument: Did the non-exclusive jurisdiction clause in the JWI Notice (governed by Hong Kong law) override the arbitration clauses in the SAA and MSA (governed by Delaware law)?
• The Comity Objection: Should the Singapore court, as the court of the seat, defer to the Hong Kong court's determination of its own jurisdiction?
• The Multiplicity of Proceedings: Did the fact that the Hong Kong action involved third parties (who were not parties to the arbitration agreements) constitute a "strong reason" to allow the Hong Kong action to proceed against TrueCoin?
• The Role of Foreign Law: In the absence of expert evidence on Delaware law, how should the court interpret the SAA and MSA?

How Did the Court Analyse the Issues?

The court began its analysis by restating the established principles for granting an ASI in the context of an arbitration agreement. Citing Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd [2019] 1 SLR 732 ("Sun Travels (CA)"), the court noted that an ASI is typically granted where there is a breach of an arbitration agreement, unless there are strong reasons to the contrary. The burden of showing "strong reasons" lies on the party resisting the injunction.

1. Prima Facie Breach of Arbitration Agreements

The court first examined whether Techteryx's claims in Hong Kong fell within the scope of the SIAC arbitration clauses. Andre Maniam J observed that Techteryx’s own Statement of Claim in Hong Kong explicitly alleged breaches of the SAA and MSA. Specifically, Techteryx sought declarations that it was not liable to TrueCoin under those agreements. The court found an "obvious connection" between TrueCoin's claims for payment in the SIAC arbitrations and Techteryx's claims for relief in the Hong Kong action. Consequently, the claims were prima facie within the scope of the arbitration agreements.

The court then addressed Techteryx's argument that the JWI Notice had superseded the arbitration agreements. Techteryx relied on the non-exclusive jurisdiction clause in the JWI Notice, which pointed to Hong Kong. However, the court found this argument unpersuasive for several reasons. First, the JWI Notice was a specific instruction to a third-party trustee (Legacy Trust) regarding the transfer of assets; it was not a comprehensive amendment to the commercial relationship defined by the SAA and MSA. Second, the JWI Notice itself referred back to the SAA, suggesting it was intended to operate within the framework of the existing agreements rather than replace them. Third, the court noted that a "non-exclusive jurisdiction" clause is not inherently inconsistent with an arbitration agreement; it can be interpreted as providing a forum for ancillary court proceedings (such as applications for interim relief) without displacing the parties' choice of arbitration for the merits of the dispute.

Crucially, the court applied the "presumption of similarity" regarding foreign law. Although the SAA and MSA were governed by Delaware law, neither party provided expert evidence on how Delaware law would interpret these clauses. Following Ollech David v Horizon Capital Fund [2024] 1 SLR 287, the court presumed Delaware law to be the same as Singapore law. Under Singapore law, the court applies a generous and commercially-minded construction to arbitration clauses, seeking to give effect to the parties' primary intention to arbitrate.

2. The "Strong Reasons" Analysis

Having found a prima facie breach, the court turned to whether Techteryx had shown "strong reasons" to refuse the ASI. Techteryx raised three main arguments: comity, multiplicity of proceedings, and the involvement of third parties.

A. Comity and the "Angelic Grace" Principle

Techteryx argued that the Singapore court should allow the Hong Kong court to decide whether it had jurisdiction over the claims. The court rejected this, citing the famous passage from The Angelic Grace [1995] 1 Lloyd's Rep 87, where Leggatt LJ stated:

"I can think of nothing more patronising than for the English Court to adopt the attitude that if the Italian Court declines jurisdiction, that would meet with the approval of the English Court, whereas if the Italian Court assumed jurisdiction, the English Court would then consider whether at that stage to intervene by injunction. That would be not only invidious but the reverse of comity." (at [43])

Andre Maniam J held that this principle applies with equal force in Singapore. As the court of the seat of arbitration, the Singapore court has a duty to enforce the parties' contract. Deferring to a foreign court to decide on a breach of a Singapore-seated arbitration agreement would undermine the very certainty that arbitration agreements are intended to provide.

B. Multiplicity of Proceedings and Third Parties

Techteryx argued that since the Hong Kong action involved parties who were not bound by the SIAC arbitration agreements (such as Legacy Trust and various individuals), the entire dispute should be heard in Hong Kong to avoid fragmented litigation. The court dismissed this argument, noting that the risk of multiplicity is a common consequence of parties entering into different contracts with different dispute resolution forums. Citing CSY v CSZ [2022] 2 SLR 622, the court observed that the fact that a claimant chooses to sue multiple parties in one forum does not automatically override the contractual right of one of those parties to be sued in arbitration. The court found that Techteryx's claims against TrueCoin were distinct enough to be severed and arbitrated, even if the claims against other parties continued in the Hong Kong courts.

C. The "Wait and See" Approach

The court also addressed the argument that TrueCoin should have first applied for a stay of proceedings in Hong Kong before seeking an ASI in Singapore. The court held that while a party may seek a stay in the foreign court, it is not required to do so before seeking an ASI from the court of the seat. In fact, seeking an ASI promptly is often necessary to prevent the foreign proceedings from reaching a stage where the grant of an injunction would be seen as more disruptive or less respectful of the foreign court.

What Was the Outcome?

The High Court granted the application by TrueCoin LLC and issued a permanent anti-suit injunction against Techteryx, Ltd. The operative orders of the court were as follows:

"I permanently restrained Techteryx from continuing to pursue the Hong Kong action as against TrueCoin, granted TrueCoin liberty to apply, and awarded costs and disbursements in favour of TrueCoin" (at [106])

The injunction specifically restrained Techteryx from continuing to pursue, as against TrueCoin, the court action in Hong Kong (Case No. HCA 1888/2023). The court clarified that the injunction did not prevent Techteryx from continuing its action against other defendants in the Hong Kong proceedings, provided those claims did not involve TrueCoin in breach of the arbitration agreements.

Regarding costs, the court followed the general rule that costs follow the event. TrueCoin, as the successful party, was awarded the costs of the application. The court fixed the professional fees at $20,000 and awarded disbursements in the sum of $12,000. These amounts were deemed reasonable given the complexity of the issues and the volume of the evidence, which included a judgment length of approximately 12,987 words and significant affidavit evidence.

The court also granted TrueCoin "liberty to apply," which allows the parties to return to the court for further directions if issues arise regarding the implementation or enforcement of the injunction. This is a standard provision in permanent injunctions to ensure the court can address any future attempts to circumvent the order.

Why Does This Case Matter?

TrueCoin LLC v Techteryx, Ltd is a significant decision for practitioners in the fields of international arbitration and cross-border litigation for several reasons. First, it reinforces the primacy of the "court of the seat" in protecting the arbitral process. By granting an ASI despite the existence of a subsequent jurisdiction clause in a related notice, the Singapore High Court has signaled that it will not easily allow parties to "contract out" of arbitration through side letters or administrative notices unless the intent to do so is manifest and clear.

Second, the case provides a clear application of the Angelic Grace principle in the Singapore context. There has been ongoing debate in various jurisdictions about the extent to which comity should restrain a court from issuing an ASI. Andre Maniam J's judgment clarifies that in Singapore, comity is best served by the court enforcing the contractual bargains made by the parties. This "pro-arbitration" stance provides commercial parties with the certainty that their choice of Singapore as an arbitral seat carries with it the protection of the Singapore courts against vexatious foreign litigation.

Third, the judgment offers a cautionary tale regarding the "presumption of similarity" in foreign law. Practitioners often assume that because a contract is governed by a well-known legal system like Delaware law, the court will intuitively understand how it differs from Singapore law. This case demonstrates that without expert evidence, the Singapore court will strictly apply Singapore law principles of contractual interpretation. For parties involved in high-stakes disputes, this underscores the necessity of engaging foreign law experts early in the litigation process if the governing law is expected to yield a different result.

Fourth, the court's treatment of the "multiplicity of proceedings" argument is a reminder that the "strong reasons" threshold is exceptionally high. In modern commerce, disputes frequently involve multiple parties and multiple contracts. If the mere presence of third parties in a foreign suit were enough to defeat an ASI, arbitration agreements would be easily rendered nugatory by simply adding a non-party defendant to a foreign claim. The court's insistence on severing the arbitrable claims from the non-arbitrable ones preserves the integrity of the arbitration agreement while acknowledging the reality of complex litigation.

Finally, the case highlights the importance of the "anti-fragmentation" principle. When parties have a master agreement with an arbitration clause, the court will lean toward a construction that brings related disputes under that same umbrella, even if subsequent documents contain different forum selection clauses. This promotes efficiency and avoids the very inconsistent findings that Techteryx claimed to fear.

Practice Pointers

• Drafting Subsequent Notices: When drafting notices, side letters, or ancillary agreements (like the JWI Notice), practitioners must be extremely careful with jurisdiction clauses. If the intention is to maintain the primacy of an existing arbitration agreement, the notice should explicitly state that it is subject to the dispute resolution provisions of the master agreement.
• Evidence of Foreign Law: If a dispute involves a contract governed by foreign law (e.g., Delaware law), do not rely on the court's general knowledge. If you believe the foreign law would interpret a clause differently than Singapore law, you must provide expert affidavit evidence. Otherwise, the court will presume the foreign law is identical to Singapore law.
• Promptness in ASI Applications: While the court held that TrueCoin was not required to seek a stay in Hong Kong first, the speed with which TrueCoin moved to secure an interim and then permanent ASI in Singapore was a factor in the court's willingness to intervene before the Hong Kong proceedings became too advanced.
• Severability of Claims: When faced with a multi-party foreign action, focus the ASI application on the specific claims that constitute a breach of the arbitration agreement. Do not attempt to restrain the entire foreign action if parts of it involve non-parties to the arbitration agreement, as this may trigger stronger comity concerns.
• Non-Exclusive Jurisdiction Clauses: Be aware that a "non-exclusive jurisdiction" clause in a secondary document is often interpreted by Singapore courts as being compatible with an arbitration clause in a primary document, serving as a forum for interim relief rather than a replacement for the arbitral forum.
• Costs Strategy: The award of $20,000 in costs plus $12,000 in disbursements reflects the court's view on the complexity of ASI applications. Practitioners should advise clients that while ASIs are powerful tools, they involve significant legal expenditure that may only be partially recovered.

Subsequent Treatment

As a recent decision from late 2024, TrueCoin LLC v Techteryx, Ltd has not yet been extensively cited in subsequent reported judgments. However, it aligns with the established trajectory of Singapore jurisprudence, following the Court of Appeal's guidance in [2024] SGCA 50 regarding the enforcement of arbitration agreements. It is expected to be cited as a leading authority on the interaction between master agreements and subsequent notices containing conflicting jurisdiction clauses.

Legislation Referenced

• Supreme Court of Judicature Act 1969 (2020 Rev Ed), s 18(2) and para 14 of the First Schedule
• International Arbitration Act 1994 (2020 Rev Ed), s 6 and s 12A
• Arbitration Act (Cap 10, 2002 Rev Ed)
• HK Trustee Ordinance

Cases Cited

• Considered: Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd [2019] 1 SLR 732
• Referred to: COSCO Shipping Specialized Carriers Co, Ltd v PT OKI Pulp & Paper Mills and others and another matter [2024] SGCA 50
• Referred to: Westbridge Ventures II Investment Holdings v Anupam Mittal [2021] SGHC 244
• Referred to: Anupam Mittal v Westbridge Ventures II Investment Holdings [2023] 1 SLR 349
• Referred to: Asiana Airlines, Inc v Gate Gourmet Korea Co, Ltd and others [2024] 2 SLR 279
• Referred to: Hai Jiang 1401 Pte Ltd v Singapore Technologies Marine Ltd [2020] 4 SLR 1014
• Referred to: Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appeals [2016] 1 SLR 373
• Referred to: Attorney-General v Au Wai Pang [2015] 2 SLR 352
• Referred to: Ollech David v Horizon Capital Fund [2024] 1 SLR 287
• Referred to: EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another [2014] 1 SLR 860
• Referred to: Rals International Pte Ltd v Cassa di Risparmio di Parma e Piacenza SpA [2016] 5 SLR 455
• Referred to: CSY v CSZ [2022] 2 SLR 622
• Referred to: Maybank Kim Eng Securities Pte Ltd v Lim Keng Yong and another [2016] 3 SLR 431

Source Documents

• Original Judgment PDF (eLitigation)
• Case Details on eLitigation