Case Details
- Citation: [2025] SGHCR 34
- Title: UBS Switzerland AG v Koch Shipping Pte Ltd and another
- Court: High Court of the Republic of Singapore (General Division)
- Date of Decision: 1 October 2025
- Originating Claim No: OC 173 of 2025
- Summons No: SUM 1108 of 2025
- Judicial Officer: Assistant Registrar Gerome Goh Teng Jun
- Hearing Dates: 4 and 8 July 2025
- Plaintiff/Applicant: UBS Switzerland AG (“UBS”)
- Defendants/Respondents: (1) Koch Shipping Pte Ltd (“Koch Shipping”); (2) Koch Refining International Pte Ltd (“Koch Refining”) (collectively, the “Koch Entities”)
- Legal Area: Civil Procedure — Stay of proceedings (forum non conveniens)
- Statutes Referenced: Not specified in the provided extract
- Cases Cited: [2015] SGHC 330; [2022] SGHC 299; [2022] SGHCR 8; [2023] SGHCR 12; [2025] SGHCR 34
- Judgment Length: 64 pages, 19,690 words
Summary
This decision concerns a stay application in a commercial dispute arising out of trade finance and the carriage of fuel oil cargo. UBS, a Swiss bank, sued Koch Shipping and Koch Refining in Singapore for wrongful conversion of cargo and for inducing breach of contract and/or bailment. Before filing their defence, the Koch Entities applied for a stay of proceedings on the basis of forum non conveniens, contending that Switzerland was the clearly more appropriate forum for the trial.
The Assistant Registrar applied the established Singapore approach to forum non conveniens: the court does not ask which forum is best in an absolute sense, but rather conducts a relative comparison between Singapore and the competing forum. On that relative analysis, the court found that Switzerland was clearly the more appropriate forum. The stay was granted because UBS failed to establish special circumstances that would justify refusing the stay, and the court did not accept UBS’s arguments that the relevant connections pointed away from Switzerland or that Switzerland would be unable to provide an adequate remedy.
What Were the Facts of This Case?
UBS is a bank incorporated in Switzerland and engaged in trade finance. The Koch Entities are incorporated in Singapore and have their offices in Singapore. The dispute is rooted in UBS’s financing of a cargo transaction involving Low Sulphur Fuel Oil (“LSFO”) and subsequent dealings in fuel oil cargoes on board a vessel. UBS financed its customer, Gulf Petrochem FZC (“GP”), under a set of agreements comprising a “CTF Master Agreement” dated 14 February 2017 (as amended and supplemented) and a “CTF Security Agreement” dated 20 July 2018. These agreements were structured to provide UBS with security over cargo documents and a power of sale upon default.
Under the financing arrangements, UBS provided funds to enable GP to purchase a cargo of 93,686.299 MT of LSFO from Astra Resources FZC. The LSFO Cargo was loaded on the vessel MT KUTCH BAY (the “Vessel”), chartered by the Vessel Owners under a time charterparty dated 23 April 2020. UBS’s financing included payments to Astra for the cargo purchase and payments relating to charter hire. UBS’s pleaded position was that the financing required the original bills of lading to be made out to the order of UBS and lodged with UBS, and that the cargo could not be discharged without UBS’s authorisation.
As security, UBS received two sets of original bills of lading made out to the order of UBS (the “UBS BLs”) and continued to retain possession of them. The CTF Security Agreement pledged the LSFO Cargo and the UBS BLs to UBS and vested UBS with a power of sale in the cargo upon an event of default. The agreements also contained express governing law clauses: clause 17 of the CTF Security Agreement and clause 10 of the CTF Master Agreement provided that the relevant agreements were governed by and construed in accordance with Swiss law.
The Koch Entities’ narrative focuses on a series of transactions and document “switching” around June–July 2020. The Koch Entities alleged that GP sold a quantity of fuel oil (VLSFO) to Koch Refining on CFR Fujairah terms, with delivery between 26 and 30 June 2020, as part of an exchange of futures for physical arrangements. To enable Koch Refining to obtain possession of the relevant cargo, the Vessel Owners, Koch Shipping and GP entered into a novation agreement dated 29 June 2020, under which Koch Shipping replaced GP as time charterer. Koch Shipping appointed a superintendent, Spectis d.o.o (incorporated in Slovenia). The Koch Entities further alleged that they corresponded with GP and Spectis regarding cancellation of earlier bills of lading and issuance of a new switched bill of lading (the “Koch BL”) for the LSFO Cargo consigned to the order of Koch Shipping. Koch Shipping received original bills marked null and void and the Koch BL on 14 July 2020. Subsequent revisions to the futures leg and further issuance of versions of the Koch BL were said to occur in late July 2020.
UBS’s pleaded case, by contrast, was that it remained the lawful holder and named consignee under the UBS BLs at the material time and was also the pledgee of the cargo and the UBS BLs. UBS alleged that the Koch Entities instructed the Vessel to proceed back to Sohar, Oman, and directed issuance of the Koch BL without cancelling the UBS BLs, and that the Koch Entities caused delivery and discharge of the LSFO Cargo to Koch Refining despite knowledge (or at least constructive knowledge) that earlier bills of lading remained in circulation. UBS characterised these actions as wrongful conversion of cargo and as inducing breach of contract and/or bailment.
What Were the Key Legal Issues?
The central issue was whether the Singapore High Court should stay the proceedings on forum non conveniens grounds. This required a relative comparison between Singapore and Switzerland as competing forums. The Koch Entities argued that Switzerland was clearly or distinctly more appropriate because the dispute’s connecting factors were predominantly Swiss, while Singapore had only the Koch Entities’ incorporation as a meaningful link. UBS resisted, contending that most connecting factors pointed away from Switzerland and that Switzerland was not clearly the more appropriate forum.
A second issue concerned whether there were “special circumstances” that would justify refusing the stay even if Switzerland was the clearly more appropriate forum. UBS advanced arguments that the Swiss courts would not be able to provide an adequate remedy or that certain legal constraints in Swiss law would undermine UBS’s claims. In particular, UBS relied on points about jurisdiction of the Swiss courts and the effect of time bars, as well as an argument that Swiss law does not recognise a tort of inducing breach of contract.
How Did the Court Analyse the Issues?
The Assistant Registrar began by restating the governing framework for forum non conveniens in Singapore. The court’s task is not to identify the most appropriate forum in an absolute sense. Instead, it undertakes a relative analysis of the competing forums to determine which is more appropriate. Where no forum can be said to be comparatively more appropriate, or where competing forums are equally appropriate, a stay should be refused. Conversely, if another forum relative to Singapore is shown to be clearly or more distinctly appropriate for the substantive dispute, the stay should prima facie succeed unless substantial injustice would be occasioned by the stay.
In applying this framework, the court treated the “lodestar” as whether the factual connections point towards a jurisdiction in which the case may be “tried more suitably for the interests of all the parties and for the ends of justice”. The analysis therefore focused on practical considerations such as the connection of witnesses, convenience, compellability, and the governing law of the relevant issues. The court also considered whether any special circumstances existed that would warrant refusing the stay.
On the question of connection of witnesses and convenience, the court considered where the relevant evidence and witnesses were likely to be located and whether they could be compelled to give evidence. While the Koch Entities were incorporated in Singapore, the court found that this fact alone did not outweigh the broader connections to Switzerland. The decision indicates that the practical realities of the dispute—particularly the contractual and security framework—were more closely tied to Swiss law and Swiss legal institutions than to Singapore.
Governing law was a significant factor in the court’s relative analysis. The court examined the law governing the CTF Security Agreement and the CTF Master Agreement, as well as the law governing the tort claims pleaded by UBS (wrongful conversion and inducement of breach of contract and/or bailment). The agreements contained express Swiss governing law clauses, which strongly suggested that the substantive rights and obligations under the financing and security arrangements would be determined by Swiss law. The court’s reasoning reflects the importance of contractual governing law in forum non conveniens disputes, especially where the claims are closely intertwined with contractual security arrangements and document control mechanisms.
Turning to the “special circumstances” stage, the court addressed UBS’s arguments that the Swiss courts might not have jurisdiction, that Swiss law might impose a time bar, and that Swiss law does not recognise the tort of inducing breach of contract. The Assistant Registrar rejected these arguments as sufficient to justify refusing the stay. The decision indicates that the court was not persuaded that any limitation in Swiss law would amount to substantial injustice to UBS. In particular, the court accepted the Koch Entities’ position that the Swiss forum could address the substance of the dispute, even if certain tort characterisations might not map neatly onto Swiss legal categories.
On the specific point that Swiss law does not recognise the tort of inducing breach of contract, the court treated this as a matter that did not, by itself, justify refusing the stay. The court’s approach suggests that the forum non conveniens inquiry is concerned with whether the competing forum is clearly more appropriate and whether refusing the stay would cause substantial injustice. The absence of a particular tort label in Swiss law did not necessarily mean UBS would be left without a remedy; it could instead affect how UBS’s claims are framed and analysed under Swiss law principles.
What Was the Outcome?
The Assistant Registrar allowed SUM 1108/2025 and granted a stay of OC 173/2025. In practical terms, UBS’s Singapore proceedings were halted so that the dispute could be tried in Switzerland.
The court’s order reflects a decisive conclusion on the relative forum comparison: Switzerland was found to be clearly the more appropriate forum, and UBS did not establish special circumstances that would justify refusing the stay.
Why Does This Case Matter?
This case is a useful illustration of how Singapore courts apply forum non conveniens in commercial disputes with cross-border contractual security arrangements. Even where the defendants are incorporated in Singapore, the court may still grant a stay if the substantive dispute is more closely connected to another jurisdiction, particularly where the contractual instruments contain express governing law clauses and the factual matrix points to that jurisdiction for trial.
For practitioners, the decision underscores the importance of the relative analysis framework. The court’s reasoning shows that governing law clauses can be decisive in identifying the forum that is “more suitable” for the ends of justice. It also highlights that arguments about differences in tort recognition in the foreign forum—such as whether a particular tort is recognised—may not be sufficient to defeat a stay unless they amount to substantial injustice or demonstrate that the foreign forum cannot provide an adequate means of resolving the dispute.
Finally, the case is relevant for litigators dealing with trade finance, bills of lading, and cargo document control disputes. Where the claims are anchored in security agreements, powers of sale, and document-based rights, the forum analysis will likely focus on where those contractual and security issues are governed and where the evidence and legal analysis will be centred.
Legislation Referenced
- Not specified in the provided extract.
Cases Cited
- JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391
- Kuswandi Sudarga v Sutatno Sudarga [2022] SGHC 299
- Rappo, Tania v Accent Delight International Ltd and another and another appeal [2017] 2 SLR 265
- [2015] SGHC 330
- [2022] SGHCR 8
- [2023] SGHCR 12
- [2025] SGHCR 34
Source Documents
This article analyses [2025] SGHCR 34 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.