Vanbo Investments Pte Ltd v ph. AG & Anor

Facts

Vanbo Investments Pte Ltd, a Singapore holding company whose sole director lives in New Zealand, invested CHF1.5m in ph. AG, a Swiss company making a stress-reducing drink, in exchange for shares and exclusive rights to make and sell the product in the Asia-Pacific region. The deal was spread across a term sheet, a licence agreement, an investment agreement, a shareholders' agreement and a subscription form, with different law and forum clauses: Singapore courts (non-exclusive) under the investment agreement, Zurich courts under the shareholders' agreement, term sheet and subscription form, and ICC arbitration in Switzerland under the licence agreement.

Disputes soon arose over ph. AG's insistence on push-caps from a supplier, ViCap, and over a crowdfunding round that diluted Vanbo's holding from 12.5% to 11.31%. Vanbo claimed its investment depended on oral promises by ph. AG's founder, Mr Pedro Schmidt, that its stake would not be diluted, and alleged it was the victim of a fraudulent scheme. It sued both defendants in Originating Claim No 290 of 2025 for breach of contract, inducement of breach, fraudulent misrepresentation and unjust enrichment, and obtained a worldwide Mareva injunction with a disclosure order at a hearing without notice. ph. AG then began ICC arbitration and Swiss court proceedings. The defendants applied to set aside the injunction (SUM 3235), to stay the disclosure order (SUM 3345), and to stay the action (SUM 3248).

Issues

1. Whether there was a real risk that the defendants would dissipate their assets.
2. Whether Vanbo showed a good arguable case on the merits.
3. Whether Vanbo failed to give full and frank disclosure when obtaining the injunction.
4. Whether the action should be stayed in favour of the Swiss courts and ICC arbitration.

Holding

Tan Siong Thye SJ allowed both main applications. The worldwide Mareva injunction was set aside and the action was stayed: the investment and shareholding claims in favour of the Zurich courts, and the claim about the push-caps and Asia-Pacific licensing in favour of ICC arbitration. The application to stay the disclosure order became moot.

Reasoning

On dissipation, the judge found no solid evidence of risk. ph. AG's assets of about CHF9.3m were not mainly cash, foreign domicile alone proves nothing, disclosure had been given, and Mr Schmidt's own shareholding likely exceeded the claim. Vanbo knew of ph. AG's losses and need for funds from due diligence by its Swiss lawyers before investing. The ViCap link was disclosed in deal documents, its director had declared his interest, and the acquisition of ViCap was paid for in shares and had a commercial purpose.

On the merits, the promised conditions appeared in none of the signed contracts, and Vanbo produced no contemporaneous record of them. The term sheet, incorporated into the investment agreement, said Vanbo's shares were subject to dilution, and Vanbo was told of the crowdfunding before it paid. The term sheet also required ph. AG to supply all push-caps. Vanbo had further misled the court at the original hearing about its knowledge of ph. AG's finances and the crowdfunding, the director's access to board meetings, and the dilution clause; these were material and alone justified discharge.

On the stay, the judge first identified which of the competing clauses had the closest connection to the dispute. The shareholders' agreement prevailed over the investment agreement under a supremacy clause in the term sheet, so its exclusive Zurich clause governed the investment claims, while the push-cap claim belonged under the licence agreement's arbitration clause. Applying the strong cause test for exclusive jurisdiction clauses, the parties' connections, the key witnesses (including Vanbo's own Swiss lawyers, compellable only in Switzerland), and Swiss governing law all pointed to Switzerland, and Vanbo showed no prejudice. Splitting the dispute between court and arbitration was the result of the parties' own bargain and was no reason to refuse the stay.

From the judgment