Case Details
- Citation: [2026] SGHC 65
- Court: High Court of the Republic of Singapore
- Date: 2026-03-25
- Judges: Tan Siong Thye SJ
- Plaintiff/Applicant: Vanbo Investments Pte Ltd
- Defendant/Respondent: ph AG and another
- Legal Areas: Civil Procedure — Mareva injunctions, Civil Procedure — Stay of proceedings, Conflict of Laws — Choice of jurisdiction
Summary
This case concerns a dispute between Vanbo Investments Pte Ltd ("Vanbo"), a Singapore-incorporated holding company, and ph AG ("ph AG"), a Swiss company, over a failed investment and business partnership. Vanbo had invested CHF1.5 million to acquire a 12.5% stake in ph AG and obtain exclusive rights to manufacture and distribute ph AG's KA-EX product in the Asia-Pacific region. However, disagreements soon arose between the parties over the use of push-caps supplied by Vicap Global AG ("Vicap"), a company connected to ph AG, as well as Vanbo's shareholding being diluted without its consent.
Vanbo subsequently applied for a worldwide Mareva injunction against the defendants, which was granted ex parte. The defendants then filed three applications: (1) to set aside the Mareva injunction, (2) to stay the disclosure order granted with the Mareva injunction, and (3) to stay the main proceedings on the basis of forum non conveniens and an arbitration clause. The High Court allowed the applications to set aside the Mareva injunction and stay the main proceedings, finding that Vanbo had failed to establish a real risk of asset dissipation or a good arguable case on the merits.
What Were the Facts of This Case?
Vanbo is a Singapore-incorporated holding company engaged in investment activities, with Mr Zhang Boxuan as its sole shareholder and director. Ph AG is a Swiss company primarily involved in the manufacturing, distribution, and marketing of the KA-EX product, a cortisol stress reducer beverage. The second defendant, Mr Pedro Schmidt, is the founder and chairperson of ph AG's board of directors.
In mid-2024, Vanbo and ph AG began discussions about a potential investment and business partnership to expand the KA-EX product into the Asia-Pacific region. These discussions led to the execution of a non-binding term sheet on 24 September 2024, under which Vanbo would invest around CHF1.5 million to acquire 24,312 newly-issued preferred shares and receive exclusive rights to manufacture and distribute the product in Asia, Australia, and New Zealand.
Following further negotiations, Vanbo and ph AG executed a license agreement and an investment agreement in late 2024. The license agreement granted Vanbo exclusive rights to use the KA-EX brand and manufacture products in the designated territories, while the investment agreement formalized Vanbo's CHF1.5 million investment in exchange for a 12.5% stake in ph AG's total ordinary shares.
What Were the Key Legal Issues?
The key legal issues in this case were:
1. Whether the worldwide Mareva injunction granted against the defendants should be set aside.
2. Whether the proceedings in the main case (Originating Claim No. 290 of 2025) should be stayed on the grounds of forum non conveniens and the existence of an arbitration clause.
How Did the Court Analyse the Issues?
On the issue of the Mareva injunction, the court found that Vanbo had failed to establish a real risk of asset dissipation by the defendants. The court considered the nature of the defendants' assets, the alleged refusal to comply with the ancillary disclosure order, the financial standing of ph AG, and the alleged dishonesty and lack of transparency, but concluded that these factors did not demonstrate a real risk of dissipation.
The court also found that Vanbo did not have a good arguable case on the merits, as Vanbo had failed to make full and frank disclosure during the ex parte hearing. The court noted that Vanbo's claims were disputed by the defendants and that the underlying contractual and investment arrangements were complex, requiring a more detailed examination of the evidence.
On the issue of the stay of proceedings, the court analyzed the applicable jurisdiction clause in the parties' agreements and found that there was no strong cause to deny a stay of the main proceedings. The court considered factors such as the personal connections of the parties, the availability of witnesses and evidence, and the governing law of the claims, and concluded that Singapore was not the most appropriate forum for the dispute.
The court also found that the dispute over the Vicap licensing claim should be stayed in favor of ICC arbitration, as the relevant agreement contained an arbitration clause.
What Was the Outcome?
The High Court allowed the defendants' applications and set aside the worldwide Mareva injunction and stayed the main proceedings (Originating Claim No. 290 of 2025). The court found that Vanbo had failed to establish the necessary grounds for the Mareva injunction and that Singapore was not the appropriate forum for the dispute.
Why Does This Case Matter?
This case is significant for several reasons:
1. It provides guidance on the high threshold required to obtain a worldwide Mareva injunction, particularly the need to demonstrate a real risk of asset dissipation and a good arguable case on the merits.
2. The court's analysis on the stay of proceedings based on forum non conveniens and the existence of an arbitration clause is important for understanding the principles governing the choice of jurisdiction in cross-border commercial disputes.
3. The case highlights the complexities involved in international investment and joint venture arrangements, and the potential for disputes to arise over issues such as shareholding, control, and exclusivity rights.
For legal practitioners, this judgment serves as a useful reference on the application of Mareva injunctions and the principles of forum non conveniens in the context of cross-border commercial disputes.
Legislation Referenced
Cases Cited
- [2026] SGHC 65
Source Documents
This article analyses [2026] SGHC 65 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.