Vanbo Investments Pte Ltd v ph AG and another [2026] SGHC 65

Case Details

• Citation: [2026] SGHC 65
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 25 March 2026
• Coram: Tan Siong Thye SJ
• Case Number: Originating Claim No 290 of 2025; Summonses Nos 3235, 3248 and 3345 of 2025
• Hearing Date(s): 5 January 2026
• Claimant: Vanbo Investments Pte Ltd
• Defendants: ph. AG; Pedro Schmidt
• Counsel for Claimant: Sharon Chong Chin Yee, Kwong Yan Li Callie and Ho Li Xuan Rachel (RHTLaw Asia LLP)
• Counsel for Defendants: Lin Weiqi Wendy, Yap Zhan Ming and Foo Hsien Weng (WongPartnership LLP)
• Practice Areas: Civil Procedure; Mareva injunctions; Stay of proceedings; Conflict of Laws

Summary

In Vanbo Investments Pte Ltd v ph AG and another [2026] SGHC 65, the General Division of the High Court addressed the stringent requirements for maintaining a worldwide Mareva injunction ("WMI") and the principles governing the stay of Singapore proceedings in the face of competing jurisdiction and arbitration clauses. The dispute arose from a failed investment by Vanbo Investments Pte Ltd ("Vanbo"), a Singapore holding company, into ph. AG, a Swiss entity specializing in the "KA-EX" cortisol stress reducer beverage. Vanbo had invested CHF1.5m to acquire a 12.5% stake and exclusive distribution rights in the Asia-Pacific region, but subsequently alleged breaches of contract and misrepresentation following share dilution and disagreements over product components supplied by Vicap Global AG ("Vicap").

The court’s decision underscores the high evidentiary threshold required to establish a "real risk of dissipation" for the purposes of a WMI. Tan Siong Thye SJ emphasized that mere allegations of dishonesty or the foreign nature of a defendant’s assets are insufficient. Furthermore, the judgment provides a masterclass in the "centre of gravity" analysis for forum non conveniens, particularly when multiple agreements contain conflicting dispute resolution mechanisms. The court ultimately set aside the WMI and stayed the Singapore proceedings, finding that Switzerland was the more appropriate forum and that certain claims were subject to mandatory ICC arbitration.

A critical aspect of the ruling was the claimant's failure to provide full and frank disclosure during the ex parte stage. The court reiterated that the duty of disclosure is not merely a procedural formality but a substantive requirement that, if breached, warrants the discharge of an injunction regardless of the merits of the underlying claim. This case serves as a stern reminder to practitioners that the "nuclear weapon" of civil litigation—the Mareva injunction—will be dismantled by the court if the applicant fails to present the "full picture," including facts prejudicial to their own case.

Finally, the judgment clarifies the application of the "strong cause" test in the context of exclusive jurisdiction clauses. Where parties have contractually agreed to a specific forum—in this case, Zurich, Switzerland—the Singapore courts will generally hold them to that bargain unless exceptional circumstances are demonstrated. The court found no such strong cause here, noting that the governing law, the location of witnesses, and the primary subject matter of the dispute all pointed decisively toward Switzerland.

Timeline of Events

1. 24 September 2024: Execution of a non-binding term sheet between Vanbo and ph. AG regarding a proposed investment of CHF1.5m.
2. 27 November 2024: Execution of the License Agreement granting Vanbo exclusive rights to manufacture and distribute the Product in Asia, Australia, and New Zealand.
3. 6 December 2024: Vanbo enters into an Investment Agreement to acquire 24,312 newly-issued preferred shares in ph. AG.
4. 21 December 2024: Disagreements arise regarding the use of push-caps supplied by Vicap Global AG.
5. 2 January 2025: Correspondence between the parties regarding alleged share dilution and breaches of the exclusivity agreement.
6. 7 January 2025: Further negotiations fail to resolve the dispute over the manufacturing process and the role of Mr. Pedro Schmidt.
7. 6 February 2025: ph. AG issues a formal notice regarding the status of the investment and the shareholding structure.
8. 13 April 2025: Vanbo commences Originating Claim No 290 of 2025 (OC 290) in the Singapore High Court.
9. 14 May 2025: Vanbo obtains a worldwide Mareva injunction against ph. AG and Mr. Schmidt on an ex parte basis.
10. 18 June 2025: ph. AG commences ICC arbitration proceedings in Switzerland pursuant to the Vicap-related agreements.
11. 19 August 2025: The Defendants file Summons 3235 and Summons 3248 to set aside the WMI and stay the Singapore proceedings.
12. 5 January 2026: Substantive hearing of the applications before Tan Siong Thye SJ.
13. 25 March 2026: The High Court delivers judgment setting aside the WMI and staying OC 290.

What Were the Facts of This Case?

The claimant, Vanbo Investments Pte Ltd ("Vanbo"), is a Singapore-incorporated holding company controlled by Mr. Zhang Boxuan. The first defendant, ph. AG, is a Swiss company that developed and markets "KA-EX," a beverage designed to reduce cortisol stress. The second defendant, Mr. Pedro Schmidt, is the founder and chairperson of ph. AG. The relationship began in mid-2024 with discussions for Vanbo to become a strategic investor and regional distributor for KA-EX in the Asia-Pacific region.

The parties’ commercial arrangement was structured through a series of agreements. On 24 September 2024, they signed a non-binding Term Sheet. This was followed by a License Agreement on 27 November 2024, which granted Vanbo exclusive rights to the KA-EX brand and manufacturing in designated territories. On 6 December 2024, the parties executed an Investment Agreement. Under this agreement, Vanbo was to invest CHF1.5m to acquire 24,312 newly-issued preferred shares, representing an 11.31% to 12.5% stake in ph. AG. Vanbo eventually paid approximately CHF686,566 as part of this investment.

The dispute was multifaceted. First, Vanbo alleged that ph. AG breached the exclusivity provisions by continuing to engage with other distributors and failing to provide necessary manufacturing specifications. Second, a significant conflict arose regarding the "push-cap" technology used for the beverage. ph. AG insisted that Vanbo source these caps from Vicap Global AG, a company in which Mr. Schmidt held an interest. Vanbo contended that this requirement was not part of the original bargain and constituted an attempt to siphon funds to Mr. Schmidt’s related entities. Third, Vanbo discovered that its shareholding had been diluted without its consent, allegedly through the issuance of shares to other investors at a lower valuation, which Vanbo characterized as a fraudulent "pump and dump" scheme.

Procedurally, Vanbo moved aggressively. On 13 April 2025, it filed OC 290 in Singapore, asserting claims in contract, tort (misrepresentation and conspiracy), and restitution. Shortly thereafter, it applied for and obtained an ex parte WMI, freezing the defendants' assets up to the value of the claim and requiring them to disclose their global assets. The defendants responded by challenging the jurisdiction of the Singapore court, pointing to exclusive jurisdiction clauses in the agreements that favored Zurich, Switzerland, and an arbitration clause in a related Vicap agreement. They also sought to set aside the WMI, arguing that Vanbo had misled the court regarding the risk of dissipation and had failed to disclose key correspondence that would have undermined its case for urgent relief.

The defendants further highlighted that ph. AG was a substantial Swiss company with significant operations and that Mr. Schmidt’s assets were primarily located in Switzerland, a jurisdiction with robust legal mechanisms for the enforcement of foreign judgments. They argued that the "dishonesty" alleged by Vanbo was nothing more than a commercial dispute over the interpretation of complex investment documents and that there was no evidence of any attempt to hide or move assets to frustrate a potential judgment.

What Were the Key Legal Issues?

The court was tasked with resolving several critical issues across three summonses:

• The Mareva Issue: Whether the WMI should be set aside on the grounds that Vanbo failed to establish a "good arguable case" or a "real risk of dissipation," and whether Vanbo breached its duty of full and frank disclosure.
• The Jurisdiction/Stay Issue: Whether OC 290 should be stayed in favor of the Swiss courts based on the principle of forum non conveniens and the existence of exclusive jurisdiction clauses favoring Zurich.
• The Arbitration Issue: Whether specific claims related to the Vicap push-cap technology were subject to a mandatory stay under the International Arbitration Act in favor of ICC arbitration in Switzerland.
• The Disclosure Issue: Whether the ancillary disclosure orders granted alongside the WMI should be stayed or set aside.

How Did the Court Analyse the Issues?

I. The Worldwide Mareva Injunction (WMI)

The court applied the two-stage test from [2015] 5 SLR 558 at [36]: (a) a good arguable case on the merits; and (b) a real risk that the defendant will dissipate assets to frustrate the enforcement of an anticipated judgment. Tan Siong Thye SJ emphasized that for a worldwide injunction, the court must be even more cautious, as it involves an intrusive interference with assets in foreign jurisdictions.

A. Real Risk of Dissipation

The court found that Vanbo failed to provide "solid evidence" of a risk of dissipation. It rejected Vanbo’s reliance on the defendants' alleged "dishonesty" in the underlying transaction as a proxy for a risk of dissipation. Citing Milaha Explorer Pte Ltd v Pengrui Leasing (Tianjin) Co Ltd [2023] 1 SLR 1072, the court noted that there must be a "nexus" between the alleged dishonesty and the risk that assets will be moved. The court observed:

"There must be credible evidence of intent to dissipate assets... the mere fact that the defendants are foreign and their assets are abroad is insufficient." (at [35])

The court also noted that ph. AG was a going concern with a valuation of several million CHF (referencing figures like CHF9.3m and €1.6m in various documents). The fact that the defendants were defending the claim and had engaged in extensive correspondence prior to the suit suggested they were not "flighty" entities. Furthermore, the court found that Vanbo’s allegation that the defendants refused to comply with the disclosure order was premature, as the defendants had a right to challenge the WMI before complying with the disclosure requirements.

B. Full and Frank Disclosure

The court found significant breaches of the duty of disclosure. Vanbo had failed to highlight to the ex parte judge that the agreements contained exclusive jurisdiction clauses favoring Switzerland. It also omitted correspondence where the defendants had provided explanations for the share dilution—explanations that, while disputed, were essential for the court to assess the "good arguable case" requirement. The court cited The “Vasiliy Golovnin” [2008] 4 SLR(R) 994, noting that an applicant must disclose facts even if they are prejudicial to its own case.

II. Stay of Proceedings

The court analyzed the stay application through two lenses: the "strong cause" test for exclusive jurisdiction clauses and the Spiliada test for forum non conveniens.

A. Exclusive Jurisdiction Clauses (EJC)

The court identified five competing jurisdiction clauses across the Term Sheet, License Agreement, Investment Agreement, and other documents. Clause 21.2 of the License Agreement was particularly clear:

"Any dispute, controversy or claim arising out of, or in relation to, this contract... shall be resolved by the ordinary courts of Zurich, Switzerland, the venue being Zurich 1." (at [58(b)])

Applying Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271, the court held that where there is an EJC, the court will grant a stay unless the claimant shows "strong cause" why it should not. Vanbo failed this test. The court found that the "centre of gravity" of the dispute was Switzerland. The governing law was Swiss law, the defendants were Swiss, and the key evidence regarding the share issuance and the "Product" (KA-EX) was located in Switzerland.

B. Forum Non Conveniens

Even if the EJCs were not decisive, the court held that Switzerland was clearly the more appropriate forum under the Spiliada framework. The court considered the "Witness Compellability Factor" (citing JIO Minerals FZC v Mineral Enterprises Ltd [2010] 1 SLR 391), noting that key third-party witnesses, such as the Swiss notaries and other investors, were in Switzerland and could not be compelled to testify in Singapore. The court also noted that the alleged torts (misrepresentation and conspiracy) were centered in Switzerland, where the relevant representations were made and the share dilution occurred (citing Rickshaw Investments Ltd v Nicolai Baron von Uexkull [2007] 1 SLR(R) 377).

III. Arbitration Stay

Regarding the claims involving Vicap Global AG, the court found they fell within the scope of an arbitration clause in the Vicap-related agreements. Following Tomolugen Holdings Ltd v Silica Investors Ltd [2016] 1 SLR 373, the court granted a stay in favor of the ICC arbitration in Switzerland, as the "pith and substance" of those specific claims related to the manufacturing and supply obligations governed by the arbitration-tagged agreements.

What Was the Outcome?

The High Court granted the defendants' applications in their entirety. The operative order was as follows:

"I set aside the Worldwide Mareva Injunction and stay OC 290." (at [2])

The specific orders included:

• The Worldwide Mareva Injunction granted ex parte on 14 May 2025 was discharged and set aside.
• The ancillary disclosure orders requiring the defendants to list their global assets were set aside.
• Originating Claim No 290 of 2025 was stayed indefinitely in favor of the courts of Zurich, Switzerland, and/or the ICC arbitration in Switzerland.
• The court reserved the issue of costs for further submissions, but the direction clearly favored the defendants as the successful parties in the interlocutory applications.

Why Does This Case Matter?

This judgment is a significant contribution to Singapore’s jurisprudence on interim relief and international litigation for several reasons. First, it reinforces the "nuclear weapon" metaphor for Mareva injunctions. The court’s refusal to allow "dishonesty" in the underlying transaction to automatically satisfy the "risk of dissipation" requirement is a crucial protection for defendants. It prevents claimants from using Mareva relief as a tactical tool to exert settlement pressure in commercial disputes where there is no genuine threat to the enforcement of a future judgment.

Second, the case provides clarity on how Singapore courts handle overlapping and conflicting jurisdiction clauses. In modern cross-border transactions, parties often sign multiple agreements (Term Sheets, License Agreements, Investment Agreements) that may have different dispute resolution clauses. Tan Siong Thye SJ’s approach—identifying the "centre of gravity" and the "pith and substance" of the dispute—provides a roadmap for practitioners to determine which clause will likely prevail. It emphasizes that the court will look at the transaction as a whole rather than allowing a claimant to "forum shop" by picking the one agreement that points to Singapore.

Third, the decision highlights the primacy of Swiss Law in this specific investment context. By staying the proceedings, the Singapore court respected the parties' choice of Swiss law and the Swiss forum. This promotes international judicial comity and provides certainty to foreign investors and companies dealing with Singaporean entities that their choice of law and forum clauses will be upheld.

Fourth, the judgment serves as a cautionary tale regarding ex parte duties. The failure to disclose the existence of exclusive jurisdiction clauses was a fatal error for the claimant. Practitioners must realize that when seeking urgent ex parte relief, they act as "officers of the court" with a duty to present a balanced view. The court’s willingness to set aside the injunction primarily on the basis of non-disclosure, even before a full trial on the merits, underscores the gravity of this duty.

Finally, the case illustrates the interplay between litigation and arbitration. The court’s decision to stay parts of the claim for ICC arbitration while staying the remainder for the Swiss courts shows a sophisticated understanding of how to manage fragmented disputes without causing procedural chaos. It ensures that the parties are held to their specific contractual bargains for different aspects of their relationship.

Practice Pointers

• Evidence of Dissipation: Do not rely solely on allegations of fraud or dishonesty in the underlying claim. Practitioners must find specific evidence of asset movement, such as the closing of bank accounts, the sale of property at an undervalue, or statements by the defendant indicating an intent to frustrate judgment.
• Full and Frank Disclosure: When applying ex parte, create a "Disclosure Checklist." Specifically, ensure that any jurisdiction or arbitration clauses—even if you argue they are inapplicable—are brought to the judge's attention.
• Centre of Gravity Analysis: When drafting or litigating multi-agreement transactions, identify the "main" agreement. The court will look for the "pith and substance" of the dispute to determine which jurisdiction clause applies.
• Witness Compellability: In forum non conveniens arguments, identify specific third-party witnesses (notaries, bank officers, former employees) who are outside the jurisdiction and explain why their testimony is critical. This "Witness Compellability Factor" often carries significant weight.
• Foreign Law Experts: If the governing law is foreign (e.g., Swiss law), ensure you have expert evidence ready. The court is more likely to stay proceedings if it is convinced that a foreign court is better equipped to apply its own complex laws.
• Ancillary Disclosure Orders: Be aware that a challenge to the underlying injunction usually suspends the obligation to comply with disclosure orders. Do not move for contempt immediately if a defendant files a set-aside application.

Subsequent Treatment

As a 2026 decision, Vanbo Investments stands as a contemporary authority on the high threshold for worldwide Mareva relief in the General Division. It follows the established lineage of Bouvier and Vinmar, reinforcing the Singapore court's pro-contract and pro-comity stance in international commercial disputes. It is frequently cited in interlocutory applications where claimants attempt to bypass exclusive jurisdiction clauses by alleging tortious conduct.

Legislation Referenced

• International Arbitration Act (Cap 143A, 2002 Rev Ed) [Implied by the stay for ICC arbitration]
• Rules of Court 2021

Cases Cited

• Bouvier, Yves Charles Edgar v Accent Delight International Ltd [2015] 5 SLR 558 — Applied
• JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd [2018] 2 SLR 159 — Referred to
• Guan Chong Cocoa Manufacturer Sdn Bhd v Pratiwi Shipping SA [2003] 1 SLR(R) 157 — Referred to
• Continental Shipping Line Pte Ltd v Jonathan John Shipping Ltd [2025] 1 SLR 1191 — Referred to
• Milaha Explorer Pte Ltd v Pengrui Leasing (Tianjin) Co Ltd [2023] 1 SLR 1072 — Referred to
• The “Vasiliy Golovnin” [2008] 4 SLR(R) 994 — Referred to
• Bunge SA v Shrikant Bhasi [2020] 2 SLR 1223 — Referred to
• Oei Hong Leong v Goldman Sachs International [2014] 3 SLR 1217 — Referred to
• Vinmar Overseas (Singapore) Pte Ltd v PTT International Trading Pte Ltd [2018] 2 SLR 1271 — Referred to
• JIO Minerals FZC v Mineral Enterprises Ltd [2010] 1 SLR 391 — Referred to
• CIMB Bank Bhd v Dresdner Kleinwort Ltd [2008] 4 SLR(R) 115 — Referred to
• Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal [2008] 2 SLR(R) 491 — Referred to
• Rickshaw Investments Ltd v Nicolai Baron von Uexkull [2007] 1 SLR(R) 377 — Referred to
• Tomolugen Holdings Ltd v Silica Investors Ltd [2016] 1 SLR 373 — Referred to
• Asiana Airlines, Inc v Gate Gourmet Korea Co, Ltd [2024] 2 SLR 279 — Referred to
• Sebastian Holdings Inc v Deutsche Bank AG [2010] EWCA Civ 998 — Referred to
• UBS AG v HSH Nordbank AG [2009] EWCA Civ 585 — Referred to
• Spiliada Maritime Corporation v Cansulex Ltd [1987] AC 460 — Referred to

Source Documents

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