Le Ninh Tien v Rainbow Forest Enterprises Limited and others

Mr Le Ninh Tien is a director and 40% shareholder of Song Doc MV19 Pte Ltd, a Singapore company whose sole asset is the floating production vessel FPSO Song Doc Pride MV 19. Rainbow Forest Enterprises Limited holds 59%, and Mr Truong Dinh Hoe is described as its ultimate beneficial owner. In HC/OC 665/2024 Mr Le sued for minority oppression under s 216 of the Companies Act 1967, saying his involvement rested on a relationship of mutual trust with Mr Truong recorded in a Memorandum of Understanding dated 6 May 2023, which also covered a planned bauxite mining venture in Cambodia.

The defendants deny this. Mr Truong counterclaimed, alleging that Mr Le induced the MOU by fraudulent representations about acquiring a bauxite mining business, failed to perform it, held his contributions on trust and was unjustly enriched. Mr Le applied in HC/SUM 1061/2025 to dismiss or stay the counterclaim on the ground that Vietnam or Cambodia was the more appropriate forum. The Assistant Registrar dismissed the application in [2025] SGHCR 23, and Mr Le appealed in Registrar's Appeal No 118 of 2025.

1. Whether witness location and compellability pointed to Vietnam or Cambodia
2. Whether the place of the underlying events and the foreign governing law made those countries more appropriate fora
3. Whether overlap between the claim and the counterclaim, and the resulting procedural convenience, favoured Singapore

The court reheard the matter de novo under the two-stage Spiliada test. Mr Le said likely witnesses were in Vietnam or Cambodia and not compellable here. The court held that remote testimony could easily be arranged, and Mr Le had not said the witnesses he named would definitely be unavailable. Two of his three categories concerned VICS M&E, which the court described as a company owned by him, so he could probably secure their attendance, and the first category was not shown to be even arguably relevant. The main witnesses would be Mr Le and Mr Truong, who would attend the Singapore trial anyway.

The events behind the counterclaim, including the alleged misrepresentation, were in Cambodia or Vietnam, but that carried little weight because the trial did not look document-heavy and would turn on the two men's evidence. The court accepted that Vietnamese or Cambodian law likely governed, but the dispute was mainly factual. Singapore courts can apply established foreign law with expert evidence, and if those systems do not recognise equitable claims, the counterclaim on those grounds would simply fail.

On overlap, there was real but limited common ground: the defence relies on Mr Le's alleged breach of the MOU to deny legitimate expectations, and that overlaps with part of the counterclaim. Other issues in the counterclaim did not touch the oppression claim. The judge cautioned that procedural convenience should not drive the analysis or let minor efficiencies override substantial connections. Weighing the factors on quality, he found them at most neutral, with the overlap pointing somewhat to Singapore though less strongly than the Assistant Registrar thought, so the outcome was the same on slightly different reasoning.

The High Court dismissed the appeal, holding that Mr Le had not shown any other forum to be distinctly more appropriate than Singapore, so no stay of the counterclaim was ordered. Costs directions were to be given separately.