UBS SWITZERLAND AG v KOCH SHIPPING PTE LTD & Anor

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; Summons No 1108 of 2025
• Hearing Date(s): 4 and 8 July 2025, 1 October 2025
• Claimant: UBS Switzerland AG
• Defendants: Koch Shipping Pte Ltd; Koch Refining International Pte Ltd
• Counsel for Claimant: Toh Kian Sing SC, Lim Yong’en Nathanael, Ravi Dharini (Rajah & Tann Singapore LLP)
• Counsel for Defendants: 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

The decision in UBS Switzerland AG v Koch Shipping Pte Ltd & Anor [2025] SGHCR 34 represents a significant application of the forum non conveniens doctrine within the context of complex international trade finance and maritime torts. The dispute arose from the financing of a substantial cargo of Low Sulphur Fuel Oil ("LSFO") by UBS Switzerland AG ("UBS") for its customer, Gulf Petrochem FZC ("GP"). UBS alleged that the defendants, Koch Shipping Pte Ltd and Koch Refining International Pte Ltd (collectively, the "Koch Entities"), committed the torts of wrongful conversion and inducement of breach of contract and/or bailment by facilitating the delivery of the cargo without the presentation of the original bills of lading held by UBS as security.

The Koch Entities applied for a stay of the Singapore proceedings under the established principles of Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460. The central tension in the application lay between the defendants' incorporation and presence in Singapore and the overwhelming contractual and evidentiary connections to Switzerland. The court was tasked with determining whether Switzerland was the "clearly more appropriate forum" for the trial of the action, notwithstanding the claimant's choice of the defendants' home jurisdiction.

Assistant Registrar Gerome Goh Teng Jun granted the stay, finding that Switzerland was indeed the clearly more appropriate forum. The court's analysis emphasized that the "center of gravity" of the dispute was firmly rooted in Switzerland, primarily due to the location of key witnesses involved in the financing and the express choice of Swiss law in the underlying security and master agreements. The court held that the legal issues concerning UBS’s right to possession of the cargo—a prerequisite for its conversion claim—were inextricably linked to the Swiss-governed contracts.

Furthermore, the court rejected UBS's arguments under "Stage Two" of the Spiliada test. UBS failed to demonstrate that it would be denied substantial justice in Switzerland. The court meticulously addressed concerns regarding the jurisdiction of Swiss courts, potential time-bars under UAE law (the lex loci delicti), and the purported non-recognition of the tort of inducing breach of contract under Swiss law. The decision reinforces the principle that where a dispute is fundamentally connected to a foreign jurisdiction through governing law and witness location, the mere fact that defendants are Singapore-incorporated will not suffice to anchor the litigation in Singapore.

Timeline of Events

1. 14 February 2017: UBS enters into a "CTF Master Agreement" with Gulf Petrochem FZC ("GP"), granting uncommitted trade finance facilities.
2. 20 July 2018: UBS and GP execute a "CTF Security Agreement" to secure the financing, governed by Swiss law.
3. 23 April 2020: A time charterparty is entered into for the vessel MT KUTCH BAY ("Vessel") for the transport of the LSFO cargo.
4. 25 April 2020: GP enters into a contract to purchase 93,686.299 MT of LSFO from Astra Resources FZC ("Astra").
5. 22 May 2020: GP enters into a contract to sell a parcel of Very Low Sulphur Fuel Oil ("VLSFO") to Koch Refining.
6. 29 June 2020: A novation agreement is executed, whereby Koch Shipping replaces GP as the time charterer of the Vessel.
7. 30 June 2020: Correspondence occurs between the Koch Entities, GP, and Spectis d.o.o regarding the cancellation of original bills of lading and the issuance of "switched" bills of lading.
8. July 2020: Various dates (14, 16, 17, 21, 27, 31 July) involve further operational correspondence and the alleged issuance of the "Koch BL" to facilitate cargo delivery.
9. August 2020: Continued correspondence (2, 6, 7, 14 August) regarding the status of the cargo and the documentation.
10. 1 September 2020: Further material date in the factual matrix regarding the cargo's movement.
11. 15 November 2022: A date relevant to the subsequent procedural history or limitation considerations.
12. 12 June 2025: Originating Claim No 173 of 2025 is filed by UBS in the Singapore High Court.
13. 19 June 2025: The Koch Entities file Summons No 1108 of 2025 seeking a stay of proceedings.
14. 4 and 8 July 2025: Substantive hearings for the stay application are conducted.
15. 1 October 2025: The High Court delivers its judgment granting the stay and fixing costs.

What Were the Facts of This Case?

The claimant, UBS Switzerland AG, is a Swiss bank specializing in trade finance. The defendants, Koch Shipping Pte Ltd and Koch Refining International Pte Ltd, are Singapore-incorporated entities involved in the global trade and shipping of petroleum products. The dispute centered on a cargo of 93,686.299 MT of Low Sulphur Fuel Oil ("LSFO") financed by UBS for its customer, Gulf Petrochem FZC ("GP"), a company based in the United Arab Emirates.

The financing was structured through a "CTF Master Agreement" dated 14 February 2017 and a "CTF Security Agreement" dated 20 July 2018. Under these agreements, UBS provided the funds for GP to purchase the LSFO cargo from Astra Resources FZC ("Astra"). As security for this financing, UBS received and retained two sets of original bills of lading ("UBS BLs") made out to its order. These agreements were expressly governed by Swiss law (Clause 17 of the Security Agreement and Clause 10 of the Master Agreement). UBS contended that under the terms of these agreements, the cargo was pledged to it, and it possessed an immediate right to possession of the cargo upon GP's default.

The cargo was loaded onto the vessel MT KUTCH BAY. In April 2020, GP and Koch Refining entered into an "Exchange of Futures for Physical" transaction. To facilitate the delivery of the cargo to Koch Refining, a novation agreement was signed on 29 June 2020, substituting Koch Shipping for GP as the time charterer of the Vessel. UBS alleged that the Koch Entities, working with GP and a Slovenian superintendent company, Spectis d.o.o, arranged for the original UBS BLs to be "switched" or cancelled without UBS's consent. A new bill of lading (the "Koch BL") was allegedly issued, naming Koch Shipping as the consignee, which allowed the Koch Entities to take delivery of the cargo at Fujairah, UAE, without presenting the original UBS BLs.

UBS’s claim in Singapore was framed in tort: wrongful conversion of the cargo and inducement of breach of contract and/or bailment. UBS argued that because the defendants were Singaporean companies and the decision-making regarding the "switch" of the bills of lading occurred in Singapore, the Singapore court was the appropriate forum. UBS specifically pointed to the presence of the defendants' employees in Singapore and the fact that the Koch Entities are headquartered there.

Conversely, the Koch Entities argued that the entire transaction was centered in Switzerland. They highlighted that the financing was arranged by UBS's Commodity Trade Finance ("CTF") department in Geneva and Zurich. The key witnesses who could testify to UBS's knowledge of the "switch" or its alleged consent to the delivery were all located in Switzerland. Furthermore, they argued that the core of the dispute—whether UBS had a right to possession of the cargo—depended entirely on the interpretation of the Swiss-law-governed CTF agreements. They contended that the Slovenian company, Spectis, and its employee, Mr. Bleasdale, were also critical witnesses who were not compellable in Singapore but could be more easily accessed in a European forum like Switzerland.

The evidentiary record included affidavits from UBS officers in Switzerland and Koch employees in Singapore. The court also received expert evidence on Swiss law from Ms. Aurelie Conrad Hari (for UBS) and Mr. Gillieron (for the Koch Entities) regarding the jurisdiction of Swiss courts and the recognition of foreign torts. The financial stakes were significant, with UBS claiming damages in the region of USD 12,461,141.39 and USD 2,997,097.95, totaling approximately S$15,458,239.34.

What Were the Key Legal Issues?

The application for a stay of proceedings was governed by the two-stage test set out in Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460. The court identified two primary issues for determination:

• Stage One: Whether Switzerland is the clearly more appropriate forum than Singapore for the trial of the action. This involved a relative analysis of connecting factors to determine which jurisdiction had the most real and substantial connection to the dispute.
• Stage Two: If Switzerland is the clearly more appropriate forum, whether there are special circumstances by reason of which justice requires that a stay should nevertheless be refused.

Within Stage One, the court examined several sub-issues:

• The connection of witnesses, focusing on both the convenience of the forum for the witnesses and the compellability of unwilling witnesses.
• The governing law of the dispute. This required the court to determine the law governing the underlying CTF agreements (contract) and the law governing the alleged torts (conversion and inducement of breach).
• The location of the parties and the place where the alleged wrongful acts occurred.

Within Stage Two, the court addressed specific "special circumstances" raised by UBS:

• Whether the Swiss courts would have jurisdiction over the Koch Entities, given they are not domiciled in Switzerland.
• Whether the claim would be time-barred in Switzerland, specifically considering the application of UAE law (the lex loci delicti) and the Singapore Foreign Limitation Periods Act 2012.
• Whether the non-recognition of the tort of inducing breach of contract under Swiss law (as alleged by UBS) would result in a denial of substantial justice.

How Did the Court Analyse the Issues?

The court began its analysis by emphasizing that the Spiliada test is a "relative" one. As noted at [22], the court must determine whether there is some other available forum which is "clearly or distinctly more appropriate than the Singapore forum." The court cited Kuswandi Sudarga v Sutatno Sudarga [2022] SGHC 299 and JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391 for the proposition that the "lodestar" is the search for the forum with the most real and substantial connection.

Stage One: The Clearly More Appropriate Forum

The court divided the Stage One analysis into two main categories: connection of witnesses and governing law.

(1) Connection of Witnesses

The court scrutinized the list of witnesses provided by both parties. UBS identified five witnesses in Singapore and seven in Switzerland. The Koch Entities identified four in Singapore, five in Switzerland, and others in Slovenia and the UAE. The court observed that while the number of witnesses is not decisive, the quality and relevance of their testimony are paramount.

The court found that the Swiss witnesses were central to the "knowledge" issue. A key defense raised by the Koch Entities was that UBS knew of and consented to the switching of the bills of lading. The individuals who managed the GP account and the LSFO financing were all based in UBS's Geneva and Zurich offices. The court held at [45] that their evidence on whether UBS had an immediate right to possession—a necessary element for conversion—was critical. The court distinguished Tai Seng Machine Movers Pte Ltd v Orix Leasing Pte Ltd [2009] 4 SLR(R) 1101, noting that the "knowledge" of the bank's officers in Switzerland was a live issue that would require cross-examination.

Regarding compellability, the court noted that witnesses in Switzerland and Slovenia (like Mr. Bleasdale of Spectis) could not be compelled to testify in Singapore. While the Convention on the Taking of Evidence Abroad in Civil or Commercial Matters (the "Hague Evidence Convention") provides a mechanism for obtaining evidence, the court found that the proximity of Switzerland to Slovenia made Switzerland a more convenient forum for securing such testimony. The court cited Siemens AG v Holdrich Investment Ltd [2010] 3 SLR 1007 to explain that where witnesses are dispersed, the court looks for the "center of gravity."

(2) Governing Law

The court placed heavy weight on the fact that the CTF Master Agreement and CTF Security Agreement were governed by Swiss law. UBS argued that since its claim was in tort, the governing law of the contracts was irrelevant. The court disagreed, holding at [61] that the tort claims were "parasitic" on the contractual rights. To prove conversion, UBS had to establish its right to possession, which was defined by the Swiss-law-governed pledge and security documents.

Regarding the torts themselves, the court applied the lex loci delicti rule (the law of the place where the tort occurred). While the "switch" of the BLs was orchestrated in Singapore, the cargo was delivered in the UAE. However, the court noted that even if UAE law applied to the torts, Swiss courts are frequently called upon to apply foreign law and are well-equipped to do so. The court cited Bunge SA v Indian Bank [2015] SGHC 330 to support the view that the contractual background often dictates the natural forum even in tortious claims.

Stage Two: Special Circumstances

Having found that Switzerland was the clearly more appropriate forum, the court turned to whether a stay should be refused due to special circumstances.

(1) Jurisdiction of Swiss Courts

UBS argued that the Swiss courts might not have jurisdiction over the Singaporean Koch Entities. The court examined Art 129 of the Federal Act on Private International Law ("PILA"). The experts agreed that Swiss courts would have jurisdiction if the defendants entered an appearance without reservation. The Koch Entities provided an undertaking to submit to the jurisdiction of the Swiss courts. The court found this sufficient to mitigate any jurisdictional risk, following the approach in Rickshaw Investments Ltd v Nicolai Baron von Uexkull [2007] 1 SLR(R) 377.

(2) Time Bar

This was a major point of contention. UBS argued that its claim would be time-barred in Switzerland because Swiss courts would apply the two-year UAE limitation period for torts. Under Section 3(1) of the Foreign Limitation Periods Act 2012 ("FLPA"), Singapore courts also apply the foreign limitation period if the foreign law governs the claim. However, UBS argued that it had filed in Singapore within the UAE time limit, but that time had now expired for a fresh filing in Switzerland.

The court applied the principles from Spiliada and Brinkerhoff Maritime Drilling Corp v PT Airfast Services Indonesia [1992] 2 SLR(R) 345. The court noted at [87] that a claimant who "acted reasonably" in failing to commence concurrent proceedings in the appropriate forum might be protected. However, the court found that UBS was a sophisticated commercial entity that should have been aware of the Swiss connections and the UAE time-bar. The court also noted that the Koch Entities had not been asked for, and had not given, a waiver of the time-bar. Ultimately, the court held that the potential time-bar did not constitute a "special circumstance" because UBS had not shown it acted reasonably in ignoring the Swiss forum.

(3) Non-recognition of Tort

UBS claimed that Swiss law does not recognize the tort of inducing breach of contract. The court, relying on the expert evidence and Art 13 PILA, found that Swiss courts would likely apply the law governing the underlying contract (Swiss law) or the law of the place of the effect. Even if the specific label of the tort differed, the court was satisfied that the underlying factual grievance could be addressed under Swiss law principles of unfair competition or general tort liability. The court concluded that this did not amount to a denial of substantial justice.

What Was the Outcome?

The High Court allowed the Koch Entities' application in SUM 1108/2025 and ordered a stay of the proceedings in OC 173/2025. The court's final determination was summarized at [111]:

"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."

The court ordered the following:

• A stay of all further proceedings in Originating Claim No 173 of 2025.
• The Koch Entities were awarded costs and disbursements for the stay application.
• The court fixed the costs at $98,000, to be paid by UBS to the Koch Entities forthwith.

The court's decision on costs reflected the complexity of the application, which involved extensive expert evidence on Swiss law and a 77-page judgment. The court noted that while the stay was granted, it was not a dismissal of the claim; UBS remains free to pursue its remedies in the Swiss courts, subject to the jurisdictional and limitation issues discussed in the judgment. The court specifically noted that the Koch Entities had undertaken to submit to the Swiss jurisdiction, which was a factor in the court's willingness to grant the stay.

Why Does This Case Matter?

This case is a vital authority for practitioners dealing with the intersection of maritime law, trade finance, and private international law. It clarifies several nuances of the forum non conveniens doctrine in the Singapore context.

1. The Primacy of the "Relative" Analysis: The judgment reinforces that the Spiliada test is not about finding the "best" forum in a vacuum, but about comparing Singapore with the proposed alternative. Even when a defendant is a Singaporean entity—traditionally a strong factor for keeping a case in Singapore—the court will not hesitate to grant a stay if the "center of gravity" of the evidence and the legal issues lies elsewhere. This is particularly relevant for Singapore-based trading hubs where the actual transactions and financing occur globally.

2. Contractual "Parasitism" in Tort Claims: A major contribution of this case is the court's analysis of how governing law clauses in contracts affect tort claims. Practitioners often attempt to bypass foreign jurisdiction or governing law clauses by framing their claims in tort (e.g., conversion or negligence). This judgment makes it clear that if the tort claim depends on establishing a right (like the right to possession) that is created and defined by a contract, the governing law of that contract will be a heavyweight factor in the forum analysis. As the court noted, the conversion claim was "parasitic" on the Swiss-law-governed security agreements.

3. High Bar for "Special Circumstances": The treatment of the time-bar issue is a cautionary tale for claimants. The court signaled that sophisticated litigants cannot simply rely on a self-created time-bar (by failing to file in the natural forum) to anchor a case in Singapore. The "reasonableness" of the claimant's conduct is a strict requirement. If a claimant ignores a jurisdiction with obvious and overwhelming connections to the dispute, they risk being stayed even if their claim is now time-barred in that natural forum.

4. Expert Evidence and Foreign Law: The case demonstrates the critical role of expert evidence in stay applications. The court's deep dive into the Swiss PILA and the compellability of witnesses in Europe shows that a successful stay application often requires a mini-trial on the procedural and substantive viability of the foreign forum. The use of undertakings (to submit to jurisdiction) remains a powerful tool for defendants to neutralize "Stage Two" arguments.

5. Impact on Trade Finance: For banks, the decision highlights the importance of ensuring that their security documentation and the actual operational handling of the trade (where the officers are located) are aligned. If a bank manages its global trade finance out of a specific hub (like Geneva), it must be prepared for the possibility that disputes arising from that financing will be litigated in that hub, regardless of where the counterparty is incorporated.

Practice Pointers

• Assess the "Center of Gravity" Early: When advising on potential litigation, do not assume that a defendant's Singaporean incorporation guarantees a Singapore forum. Analyze where the key decision-makers and operational staff are located, as their "knowledge" is often the pivot point of the trial.
• Drafting Jurisdiction Clauses: To avoid the uncertainty of a forum non conveniens application, parties should use exclusive jurisdiction clauses. In this case, the agreements had governing law clauses but apparently lacked exclusive jurisdiction clauses, leading to this protracted procedural battle.
• Concurrent Filings to Avoid Time-Bars: If there is any doubt about the appropriate forum, claimants should consider filing protective writs in the alternative forum before the limitation period expires. Relying on "substantial injustice" arguments in Stage Two is a high-risk strategy.
• Strategic Use of Undertakings: Defendants seeking a stay should proactively offer undertakings to submit to the foreign jurisdiction and, in some cases, to waive time-bar defenses (though the Koch Entities chose not to waive the time-bar here).
• Focus on Compellability, Not Just Convenience: When listing witnesses, distinguish between those who will come to Singapore and those who must be compelled. The inability to compel a key third-party witness (like an independent surveyor or a former employee) is a much stronger factor for a stay than mere travel inconvenience.
• Intertwined Claims: If a tort claim requires the interpretation of a contract, ensure your expert evidence covers how the foreign law (governing the contract) would treat the tortious elements.

Subsequent Treatment

As a decision delivered in late 2025, UBS Switzerland AG v Koch Shipping Pte Ltd stands as a contemporary authority on the application of the Spiliada test to modern, multi-jurisdictional trade finance disputes. It follows the trajectory of cases like Sinopec International (Singapore) Pte Ltd v Bank of Communications Co Ltd [2024] 3 SLR 476 in emphasizing the importance of the "center of gravity" and the governing law of the underlying transaction. It is likely to be cited in future stay applications where claimants attempt to use tort characterizations to circumvent contractual choice-of-law provisions.

Legislation Referenced

• Foreign Limitation Periods Act 2012: Section 3(1) (Applied regarding the application of UAE limitation periods in Singapore).
• Swiss Private International Law Act (PILA): Article 13 and Article 129 (Examined regarding Swiss court jurisdiction and recognition of foreign law).
• Federal Act (Switzerland): Referenced in the context of the PILA and jurisdictional rules.

Cases Cited

• Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460 (Applied)
• Kuswandi Sudarga v Sutatno Sudarga [2022] SGHC 299 (Referred to)
• JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391 (Referred to)
• Chang Chee Kheo v Fatfish Investment Partners Ltd and others [2023] SGHCR 12 (Referred to)
• Vibrant Group Ltd v Tong Chi Ho and others [2022] SGHCR 8 (Referred to)
• Bunge SA v Indian Bank [2015] SGHC 330 (Referred to)
• TGT v TGU [2015] SGHCF 10 (Referred to)
• Rickshaw Investments Ltd v Nicolai Baron von Uexkull [2007] 1 SLR(R) 377 (Referred to)
• CIMB Bank Bhd v Dresdner Kleinwort Ltd [2008] 4 SLR(R) 543 (Referred to)
• Siemens AG v Holdrich Investment Ltd [2010] 3 SLR 1007 (Referred to)
• Sinopec International (Singapore) Pte Ltd v Bank of Communications Co Ltd [2024] 3 SLR 476 (Referred to)
• Ivanishvili, Bidzina and others v Credit Suisse Trust Ltd [2020] 2 SLR 638 (Referred to)
• Tai Seng Machine Movers Pte Ltd v Orix Leasing Pte Ltd [2009] 4 SLR(R) 1101 (Referred to)
• Turf Club Auto Emporium v Yeo Boong Hua [2018] 2 SLR 655 (Referred to)
• UBS AG v Telesto Investments [2011] 4 SLR 503 (Referred to)
• Salgaocar v Jhaveri Darsan Jitendra [2019] 2 SLR 372 (Referred to)
• The Chem Orchid [2015] 2 SLR 1020 (Referred to)
• The “Reecon Wolf” [2012] 2 SLR 289 (Referred to)
• Brinkerhoff Maritime Drilling Corp v PT Airfast Services Indonesia [1992] 2 SLR(R) 345 (Referred to)
• Trisuryo Garuda Nusa Pte Ltd v SKP Pradiksi (North) Sdn Bhd [2017] 2 SLR 814 (Referred to)

Source Documents

• Original Judgment at eLitigation
• Judgment PDF (Archived)