UBS SWITZERLAND AG v KOCH SHIPPING PTE LTD & Anor

Facts

UBS Switzerland AG, a Swiss bank, financed the purchase by its customer Gulf Petrochem FZC (GP) of a cargo of low sulphur fuel oil in April 2020 under Swiss-law trade finance and security agreements. It held original bills of lading made out to its order, and the cargo and bills were pledged to it. According to the Singapore-incorporated defendants, Koch Shipping Pte Ltd and Koch Refining International Pte Ltd, GP sold the cargo to Koch Refining in June 2020 as part of a sale and buyback arrangement, Koch Shipping took over the vessel's time charter, and a switched bill of lading was issued to Koch's order. The cargo was discharged to another vessel at Sohar, Oman between 31 July 2020 and 2 August 2020, and Koch Refining sold it on.

In Originating Claim No 173 of 2025, UBS sued the Koch entities for wrongful conversion of the cargo and for inducing the vessel owners to breach the contracts of carriage, alleging that they knew or ought to have known that its earlier bills were still in circulation. The Koch entities' intended defence was that they acted in good faith without notice and doubted whether UBS's bills were genuine or related to the cargo. Before filing a defence, they applied by Summons No 1108 of 2025 for a stay on the ground that Switzerland was clearly the more appropriate forum. The application was heard by an Assistant Registrar.

Issues

1. Whether Switzerland was clearly or distinctly a more appropriate forum than Singapore, considering the location and compellability of witnesses and the governing law.
2. Whether UBS showed special circumstances, such as doubt over Swiss jurisdiction, a time bar or the absence of a tort of inducing breach of contract in Swiss law, that would deny it substantial justice if the stay were granted.

Holding

The court allowed the Koch entities' application and stayed the action in favour of Switzerland, and fixed costs and disbursements at $98,000 to be paid by UBS to the Koch entities forthwith.

Reasoning

Applying the two-stage Spiliada test, the court looked at the quality rather than the number of connecting factors. The key witnesses were in Switzerland: two Koch employees whose emails UBS itself pleaded as evidence of Koch's knowledge, and UBS's own witnesses. One of them had left Koch's employment, and since procedures under the Hague Evidence Convention are facilitative rather than mandatory, his compellability in a Singapore trial was uncertain, whereas he could be compelled in Switzerland. Their evidence was arguably relevant to knowledge, which is at least an element of inducing breach of contract. Singapore-based witnesses identified by UBS were peripheral. Swiss law governed the financing and pledge agreements, a weak factor because the disputes were largely factual and several laws were potentially engaged. Provisionally, the torts appeared to be governed by Omani or UAE law, which was neutral between the two forums. On balance, Switzerland was clearly more appropriate.

At the second stage, the burden lay on UBS. Its Swiss law expert's view on jurisdiction was tentative, the Swiss court could decide that question itself, and a stay can be lifted if Switzerland declines jurisdiction. On the time bar, UBS never stated on affidavit when it had knowledge of the facts that would start the limitation period, and in any case it did not show that letting time run in Switzerland was reasonable, having contemplated Swiss proceedings in 2020 and relied only on informal advice. Although Swiss law does not recognise inducing breach of contract, UBS could still pursue its conversion claim for the same relief, and Swiss tort law could reach the alleged conduct, unlike in Trisuryo.

From the judgment