Protrade Steel Company, Ltd v Aussins Overseas Pte. Ltd.

Facts

Protrade Steel Company Ltd, a trading company registered in the United States, sued Aussins Overseas Pte Ltd, a Singapore-registered trading company, in HC/OC 169/2025. Under a written contract dated 22 March 2024, Protrade agreed to sell and Aussins agreed to buy certain metals. Protrade claimed that it had performed its side of the contract while Aussins had not paid, and that Aussins ignored its letters of demand. Whether the debt was owed was left for trial.

Aussins applied for the Singapore action to be stayed on the ground of forum non conveniens, saying the claim should have been brought in the courts of Ohio. It relied mainly on clause 18 of Protrade's Terms and Conditions of Sale, which chose Ohio law, recorded that the parties submitted to the venue and jurisdiction of the Ohio courts, and said Protrade would not be subjected to foreign courts without its prior written consent. An Assistant Registrar dismissed the stay application, and Aussins appealed in Registrar's Appeal No 123 of 2025.

Issues

1. Whether the last sentence of clause 18 barred Protrade from suing in Singapore without its own prior written consent.
2. Whether the choice of Ohio law and the jurisdiction clause showed that Singapore was not the appropriate forum.

Holding

The High Court dismissed the appeal in HC/RA 123/2025, upholding the Assistant Registrar's refusal to stay the Singapore action, and reserved costs to the trial judge.

Reasoning

On the consent point, counsel for Aussins confirmed at the hearing that her argument was that Protrade had to ask itself for consent before suing. The court called this irrational. A person can give up a right introduced for his own benefit (citing Re Rasmachayana Sulistyo). The last sentence of clause 18 gave Protrade alone the right to accept or refuse foreign jurisdiction, so Protrade could waive it by choosing to sue in Singapore.

On forum, the fact that Ohio law governed was not enough on its own under the Spiliada test. Neither side suggested that Ohio and Singapore courts would apply different principles in a way that would change the outcome, and both follow the common law. Following Lakshmi Anil Salgaocar v Jhaveri Darsan Jitendra [2019] 2 SLR 372, a common law court usually has little difficulty applying the law of another such forum. As for the jurisdiction clause, both sides agreed the terms were a standard form contract. Shanghai Turbo Enterprises Ltd v Liu Ming [2019] 1 SLR 779 holds that a non-exclusive jurisdiction clause in a standard form carries less weight than one in a closely negotiated contract. Here Aussins had not even kept a copy of the agreement and had to ask Protrade for one before applying. Clause 18 therefore deserved little weight, and Aussins had not shown that Singapore was forum non conveniens or given any other reason for a stay.

From the judgment