UBS Switzerland AG v Koch Shipping Pte Ltd and another [2025] SGHCR 34

Case Details

• Citation: [2025] SGHCR 34
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 1 October 2025
• Coram: Assistant Registrar Gerome Goh Teng Jun
• Case Number: Originating Claim No 173 of 2025; HC/SUM 1108 of 2025
• Hearing Date(s): 4 and 8 July 2025, 1 October 2025
• Claimants / Plaintiffs: UBS Switzerland AG
• Respondent / Defendant: (1) Koch Shipping Pte Ltd; (2) Koch Refining International Pte Ltd
• Counsel for Claimants: Toh Kian Sing SC, Lim Yong’en Nathanael, Ravi Dharini (Rajah & Tann Singapore LLP)
• Counsel for Respondent: Lok Vi Ming SC, Mohammad Haireez Bin Mohameed Jufferie, Zhuang Wenxiong, Ow Jiang Meng Benjamin (LVM Law Chambers LLC)
• Practice Areas: Civil Procedure; Stay of proceedings; Forum non conveniens

Summary

In UBS Switzerland AG v Koch Shipping Pte Ltd and another [2025] SGHCR 34, the General Division of the High Court addressed a significant application for a stay of proceedings on the grounds of forum non conveniens. The dispute arose from a complex trade finance arrangement involving the financing of a cargo of Low Sulphur Fuel Oil ("LSFO Cargo") and subsequent allegations of wrongful conversion and inducement of breach of contract. The Claimant, UBS Switzerland AG ("UBS"), a Swiss-incorporated bank, sought to litigate its claims in Singapore against two Singapore-incorporated entities, Koch Shipping Pte Ltd and Koch Refining International Pte Ltd (collectively, the "Koch Entities"). The Koch Entities, in turn, sought to stay the Singapore proceedings in favor of the Swiss courts, arguing that Switzerland was the clearly more appropriate forum.

The court’s decision provides a masterclass in the application of the two-stage Spiliada test within the context of international trade and commodities financing. Assistant Registrar Gerome Goh Teng Jun emphasized that the forum non conveniens inquiry is fundamentally a relative analysis. The court is not tasked with identifying the single "most appropriate" forum in an absolute sense, but rather determining whether there is another available forum which is clearly or distinctly more appropriate than Singapore for the trial of the action. This distinction is critical in cases where connecting factors are dispersed across multiple jurisdictions, including Switzerland, Singapore, and the United Arab Emirates ("UAE").

A central pillar of the court’s reasoning involved the location and compellability of key witnesses. The court found that the "center of gravity" for the testimonial evidence lay in Switzerland, where the UBS employees responsible for the financing and the management of the security documents were located. Furthermore, the court placed significant weight on the governing law of the underlying security agreements—the CTF Master Agreement and the CTF Security Agreement—both of which were expressly governed by Swiss law. The court held that the Swiss courts were better positioned to interpret and apply their own law, particularly regarding the proprietary effects of the security interests asserted by UBS.

Ultimately, the court granted the stay, concluding that Switzerland was the clearly more appropriate forum. The court rejected UBS’s arguments that it would suffer substantial injustice in Switzerland due to potential time bars or the alleged unavailability of certain tortious causes of action under Swiss law. The judgment reaffirms the Singapore court's robust approach to jurisdictional challenges, prioritizing the forum with the most "real and substantial connection" to the dispute, even when the defendants are local entities.

Timeline of Events

1. 14 February 2017: UBS and Gulf Petrochem FZC ("GP") enter into a CTF Master Agreement governed by Swiss law to facilitate trade finance activities.
2. 21 June 2018: UBS and GP enter into a CTF Security Agreement, also governed by Swiss law, creating security interests over GP's assets.
3. 20 July 2018: GP enters into a time charter for the vessel MT KUTCH BAY with Alphabet Maritime Inc.
4. 23 April 2020: GP enters into a contract to purchase 93,686.299 MT of LSFO Cargo from Astra Resources FZC.
5. 25 April 2020: UBS issues a Letter of Credit for USD 12,461,141.39 to finance GP's purchase of the LSFO Cargo.
6. 27 April 2020: The LSFO Cargo is loaded onto the MT KUTCH BAY at Hamriyah, UAE. Two sets of original bills of lading (the "UBS BLs") are issued to the order of UBS.
7. 28 April 2020: UBS issues a second Letter of Credit for USD 2,997,097.95 for the remaining balance of the cargo purchase.
8. 22 May 2020: GP and Koch Refining enter into the "GP-Koch Refining Contract" for the sale of the LSFO Cargo.
9. 31 May 2020: The time charter for the MT KUTCH BAY is novated from GP to Koch Shipping.
10. 19 June 2020: Koch Shipping allegedly instructs the vessel to return to the load port; new bills of lading (the "Koch BLs") are issued consigned to Koch Shipping.
11. 30 June 2020: Koch Refining enters into a contract to sell the LSFO Cargo to Repsol.
12. 31 July 2020 – 2 August 2020: The LSFO Cargo is discharged from the MT KUTCH BAY and delivered to Repsol.
13. 21 April 2025: UBS commences Originating Claim No 173 of 2025 in the Singapore High Court.
14. 12 June 2025: The Koch Entities file HC/SUM 1108 of 2025 seeking a stay of proceedings.
15. 4 and 8 July 2025: Substantive hearings for the stay application are conducted.
16. 1 October 2025: The court delivers judgment allowing the stay application.

What Were the Facts of This Case?

The dispute centers on a "circular" or "re-routing" trade finance fraud allegation involving the collapse of Gulf Petrochem FZC ("GP"), a UAE-based commodities trader. UBS Switzerland AG, acting as the financier, provided credit facilities to GP under a Swiss-law governed CTF Master Agreement dated 14 February 2017 and a CTF Security Agreement dated 21 June 2018. These agreements were designed to provide UBS with security over the goods financed, typically through the possession of original bills of lading.

In April 2020, UBS financed GP’s acquisition of approximately 93,686.299 MT of LSFO Cargo. The transaction was structured such that UBS paid the seller, Astra Resources FZC, a total of approximately USD 15,458,239.34 (comprising two tranches of USD 12,461,141.39 and USD 2,997,097.95). In exchange, UBS received the "UBS BLs"—original bills of lading issued on 27 April 2020, which named UBS as the consignee. At this stage, the cargo was loaded on the MT KUTCH BAY, a vessel time-chartered by GP from Alphabet Maritime Inc.

However, a parallel set of transactions was occurring. On 22 May 2020, GP purportedly sold the same LSFO Cargo to Koch Refining International Pte Ltd. To facilitate this, the time charter of the MT KUTCH BAY was novated from GP to Koch Shipping Pte Ltd on 31 May 2020. UBS alleged that the Koch Entities then orchestrated a scheme to bypass UBS's security interest. Specifically, UBS claimed that the Koch Entities instructed the vessel to return to the load port in June 2020, where the original cargo was supposedly "re-documented." New bills of lading (the "Koch BLs") were issued, which did not recognize UBS’s interest and instead consigned the cargo to the Koch Entities.

The cargo was eventually discharged between 31 July and 2 August 2020 and sold to a third party, Repsol, for which the Koch Entities received payment. UBS remained in possession of the original UBS BLs but found itself without the underlying collateral. UBS’s claim in Singapore was framed in tort: (a) wrongful conversion of the LSFO Cargo; and (b) inducement of breach of contract and/or bailment. UBS argued that the Koch Entities knew or ought to have known of UBS’s interest in the cargo and that their actions in procuring the Koch BLs and discharging the cargo constituted actionable wrongs.

The Koch Entities denied these allegations, asserting they were bona fide purchasers for value without notice. They argued that the dispute was essentially a Swiss one. They pointed out that UBS is a Swiss bank, the financing agreements are governed by Swiss law, and the key decisions regarding the financing and the monitoring of the cargo were made by UBS personnel in Switzerland. Furthermore, they contended that the evidence of GP’s fraud—which would be central to the defense—would likely come from witnesses and documents located in Switzerland or the UAE, rather than Singapore.

UBS resisted the stay, emphasizing that the defendants were Singapore companies, the alleged inducement of breach occurred through communications involving Singapore-based personnel, and the damage (the financial loss) was felt by UBS, which, although Swiss, operated in a global market. UBS also raised concerns that the Swiss courts might not recognize the tort of inducement of breach of contract, potentially depriving them of a cause of action available in Singapore.

What Were the Key Legal Issues?

The primary legal issue was whether the Singapore proceedings should be stayed on the grounds of forum non conveniens. This required the court to apply the two-stage test established in Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460, as adopted in Singapore by [2007] 1 SLR(R) 377.

Under Stage 1, the court had to determine whether there is another available forum which is clearly or distinctly more appropriate than Singapore. This involved weighing various connecting factors, including:

• The personal connections of the parties and the location of witnesses;
• The governing law of the underlying transactions and the alleged torts;
• The place where the torts were committed and where the damage occurred; and
• The location of relevant documents and the ease of access to evidence.

Under Stage 2, if the court finds that another forum is clearly more appropriate, a stay will generally be granted unless the claimant can show "special circumstances" by reason of which justice requires that a trial should nevertheless take place in Singapore. The key sub-issue here was whether UBS would be denied "substantial justice" in Switzerland, specifically regarding:

• The potential application of a time bar under Swiss or UAE law; and
• The availability of the tort of "inducement of breach of contract" under the Swiss legal system.

How Did the Court Analyse the Issues?

The court began by clarifying the nature of the forum non conveniens inquiry. Citing [2022] SGHC 299 and JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391, the court noted that the inquiry is "not to find the most appropriate forum in the absolute sense" but to perform a "relative analysis" (at [3]).

Stage 1: The Clearly More Appropriate Forum

The court systematically evaluated the connecting factors, starting with the location and availability of witnesses. The court identified three main groups of witnesses: (i) UBS employees; (ii) GP employees; and (iii) the Koch Entities' employees. While the Koch Entities' employees were in Singapore, the court found that the "critical" witnesses regarding the financing and the security interests were UBS personnel in Switzerland, such as Mr. Thangavelu and Mr. Bleasdale. The court noted that UBS’s own evidence suggested that the decisions regarding the LSFO Cargo financing were made in Switzerland. Furthermore, the court observed that witnesses from GP (the alleged fraudsters) and the vessel owners (Alphabet Maritime) were not in Singapore and would be more easily compellable or accessible in a European forum like Switzerland (at [45]-[57]).

Regarding the governing law, the court found this to be a heavyweight factor. The CTF Master Agreement and CTF Security Agreement were expressly governed by Swiss law. The court held that the determination of whether UBS had a valid proprietary interest in the cargo—a prerequisite for a conversion claim—would depend on the interpretation of these Swiss-law agreements. The court cited [2015] SGHC 330 to support the view that the court of the governing law is best placed to decide such issues. While the tort of inducement of breach might be governed by Singapore law (as the place where the inducement occurred), the court found that the conversion claim was more central to the dispute and was heavily intertwined with Swiss law (at [61]-[68]).

The court also considered the place of the tort. While the discharge of the cargo occurred at sea or in foreign ports, and the communications for the alleged inducement involved Singapore, the court found this factor to be neutral or only slightly favoring Singapore. It noted that in modern international commerce, the "place" of a tort can be dispersed and is often less significant than the underlying legal relationships (at [69]-[71]).

Stage 2: Substantial Justice

Having found that Switzerland was clearly the more appropriate forum under Stage 1, the court turned to whether UBS would suffer substantial injustice there. UBS raised two main points. First, it argued that its claim for inducement of breach of contract might not exist under Swiss law. The court, relying on expert evidence, found that while Swiss law does not have an identical "tort," it recognizes similar principles of liability for interfering with contractual rights, provided it does not contradict Swiss public policy under the Swiss Private International Law Act (at [80]-[82]).

Second, UBS raised the issue of a time bar. UBS argued that if the case were stayed, its claims in Switzerland might be time-barred under UAE law (which the Swiss court might apply). The court applied the principles from Brinkerhoff Maritime Drilling Corp v PT Airfast Services Indonesia [1992] 2 SLR(R) 345, noting that a claimant does not automatically succeed in resisting a stay just because a time bar exists in the alternative forum, especially if the claimant acted unreasonably in failing to commence proceedings in that forum earlier. The court found that UBS was aware of the potential for a Swiss forum and had not provided a sufficient explanation for why it did not protect its position by filing a protective claim in Switzerland (at [87]-[106]).

The court concluded its analysis by stating:

"In sum, I allow SUM 1108 on the basis that, on a relative analysis, Switzerland is the clearly more appropriate forum than Singapore and UBS has failed to establish that there are special circumstances such that it will be denied substantial justice if the case is not heard in Singapore." (at [111])

What Was the Outcome?

The court granted the Koch Entities' application in HC/SUM 1108/2025 and ordered an indefinite stay of the Singapore proceedings in Originating Claim No 173 of 2025. The effect of this order is that UBS must pursue its claims against the Koch Entities in the courts of Switzerland if it wishes to proceed with the litigation.

The court's orders included the following:

• A stay of all further proceedings in OC 173/2025;
• The Claimant (UBS) is at liberty to apply to lift the stay if the Swiss courts decline jurisdiction over the dispute;
• Costs of the application were awarded to the Koch Entities.

Regarding costs, the court fixed the quantum at $98,000 (inclusive of disbursements) to be paid by UBS to the Koch Entities. This amount reflected the complexity of the application, which involved extensive affidavit evidence and expert reports on Swiss law. The court noted that the "wastage of costs" occasioned by the stay was a factor, but it did not outweigh the jurisdictional considerations (at [114]).

The operative reasoning was summarized as follows:

"In sum, I allow SUM 1108 on the basis that, on a relative analysis, Switzerland is the clearly more appropriate forum than Singapore and UBS has failed to establish that there are special circumstances such that it will be denied substantial justice if the case is not heard in Singapore." (at [111])

Why Does This Case Matter?

This judgment is of significant importance to practitioners in the fields of international trade finance, commodities, and cross-border litigation. It clarifies several nuances of the forum non conveniens doctrine in the Singapore context.

First, it reinforces the "relative analysis" approach. Practitioners often focus on finding the "best" forum, but this case reminds us that the defendant only needs to show that the alternative forum is "clearly more appropriate." In a globalized world where facts are often spread across five or six countries, the court will look for the "center of gravity." Here, the center of gravity was Switzerland because the core of the dispute—the financing and the security interest—was anchored in Swiss law and Swiss-based decision-making.

Second, the case highlights the primacy of governing law in stay applications involving proprietary claims. Where a claim in conversion depends on a claimant proving a right to possession derived from a contract, the governing law of that contract becomes a dominant connecting factor. The Singapore court showed a strong preference for the courts of the governing law (Switzerland) to handle the interpretation of the CTF Master Agreement and CTF Security Agreement, rather than attempting to apply Swiss law as "foreign law" in a Singapore trial.

Third, the treatment of witness compellability is instructive. The court looked beyond the mere residence of the parties. Even though the defendants were Singaporean, the court recognized that the "real" dispute would involve testing the evidence of the bank's officers and the third-party fraudsters. The fact that these individuals were in Europe made Switzerland a more practical forum for trial, especially regarding the power to compel testimony or manage evidence under the Hague Convention.

Fourth, the decision provides a stern warning regarding time bars and protective proceedings. UBS’s failure to file a protective claim in Switzerland was a major hurdle in its "substantial justice" argument. The court followed the Brinkerhoff line of authority, signaling that sophisticated commercial parties are expected to protect their interests in all potential forums. A party cannot rely on a self-inflicted time bar in a foreign jurisdiction to "anchor" a claim in Singapore if that foreign jurisdiction is otherwise the natural forum.

Finally, the case touches on the translatability of torts. The court’s willingness to accept that Swiss law had "functional equivalents" to the tort of inducement of breach of contract suggests that Singapore courts will not be easily swayed by arguments that a foreign legal system is "missing" a specific common law cause of action, provided the underlying grievance can be addressed through other legal mechanisms in that forum.

Practice Pointers

• Assess the "Center of Gravity" Early: When advising on potential litigation, do not assume that the residence of the defendant in Singapore is sufficient to keep the case here. Analyze where the key credit decisions were made and where the security documents were executed.
• Governing Law is a Heavyweight: If the core of your client's claim (e.g., a right to possession) depends on a contract governed by foreign law, expect a strong push for a stay in favor of that foreign jurisdiction.
• File Protective Claims: If there is any risk of a forum non conveniens challenge, practitioners should consider filing protective proceedings in the alternative natural forum to avoid being caught by time bars. Failure to do so may be viewed as "unreasonable" conduct by the Singapore court.
• Expert Evidence on Foreign Law: In stay applications, ensure that expert evidence on foreign law is comprehensive. The court in this case relied heavily on experts to determine whether Swiss law recognized the "substance" of the Claimant's tort claims.
• Witness Mapping: Prepare a detailed list of potential witnesses, their locations, and their roles. The court will scrutinize whether the "critical" witnesses (those whose evidence is likely to be contested) are in Singapore or elsewhere.
• Relative vs. Absolute: Frame arguments around the relative appropriateness of the forums. A defendant does not need to show Singapore is "inappropriate," only that the other forum is "clearly more appropriate."
• Consider the Foreign Limitation Periods Act 2012: Be mindful of how Section 3(1) of the Foreign Limitation Periods Act 2012 might affect the claim if the court determines that a foreign law applies to the dispute.

Subsequent Treatment

As a recent 2025 decision, the ratio of UBS Switzerland AG v Koch Shipping Pte Ltd has not yet been extensively cited in subsequent judgments. However, it stands as a contemporary application of the Spiliada principles to modern, document-heavy trade finance disputes. It follows the doctrinal lineage of [2022] SGHC 299 regarding the "relative analysis" and reinforces the high threshold required to prove "substantial injustice" under Stage 2 of the Spiliada test.

Legislation Referenced

• Foreign Limitation Periods Act 2012 (Section 3(1))
• Swiss Private International Law Act (PILA) (Art 13, Art 129)
• Federal Act on Private International Law (Switzerland)

Cases Cited

• Applied / Followed:
  • Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460
  • [2007] 1 SLR(R) 377 (Rickshaw Investments Ltd v Nicolai Baron von Uexkull)
  • [2022] SGHC 299 (Kuswandi Sudarga v Sutatno Sudarga)
  • Brinkerhoff Maritime Drilling Corp v PT Airfast Services Indonesia [1992] 2 SLR(R) 345
• Referred to:
  • [2023] SGHCR 12 (Chang Chee Kheo v Fatfish Investment Partners Ltd)
  • [2022] SGHCR 8 (Vibrant Group Ltd v Tong Chi Ho)
  • [2015] SGHC 330 (Bunge SA v Indian Bank)
  • [2015] SGHCF 10 (TGT v TGU)
  • JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391
  • CIMB Bank Bhd v Dresdner Kleinwort Ltd [2008] 4 SLR(R) 543
  • Siemens AG v Holdrich Investment Ltd [2010] 3 SLR 1007
  • Sinopec International (Singapore) Pte Ltd v Bank of Communications Co Ltd [2024] 3 SLR 476
  • Ivanishvili, Bidzina and others v Credit Suisse Trust Ltd [2020] 2 SLR 638
  • Tai Seng Machine Movers Pte Ltd v Orix Leasing Pte Ltd [2009] 4 SLR(R) 1101
  • Turf Club Auto Emporium v Yeo Boong Hua [2018] 2 SLR 655
  • Salgaocar v Jhaveri Darsan Jitendra [2019] 2 SLR 372
  • The Chem Orchid [2015] 2 SLR 1020
  • The “Reecon Wolf” [2012] 2 SLR 289
  • Trisuryo Puspita v SKP Pradiksi (North) Sdn Bhd [2017] 2 SLR 814

Source Documents

• Original Judgment (PDF)
• eLitigation Case Summary