Aleksandr Viktorovich Prosetskii v Igor Smirnov and others

Mr Aleksandr Viktorovich Prosetskii, a businessman living in Singapore, claimed to be the beneficial owner of shares held in the name of Mr Igor Smirnov, a Moldovan citizen in his twenties: one share in Infinite Tide Corp. (a Seychelles company) and 250 shares in Seasreno Marine Ltd (a Marshall Islands company). The two companies were special purpose vehicles holding a crude oil tanker, the MT Raven. Mr Prosetskii relied on a trust deed dated 28 February 2024, which he said Mr Smirnov signed through intermediaries; it contained a Singapore choice of law clause and an exclusive jurisdiction clause in favour of the Singapore courts. Mr Smirnov denied signing it and said it was forged.

Mr Prosetskii alleged that Mr Smirnov had failed to transfer the shares or give information on the companies and the vessel. In HC/OA 1311/2024 (Originating Application No 1311 of 2024) he sought termination of the trust, transfer of the shares and disclosure, joining the companies as nominal defendants so that any orders would bind them. An Assistant Registrar granted permission to serve out of jurisdiction on 19 December 2024. The companies applied by SUM 561 and Mr Smirnov by SUM 958 to set that order aside.

1. Whether there was a good arguable case that Mr Smirnov signed the trust deed, so as to show a sufficient nexus to Singapore.
2. Whether the exclusive jurisdiction and choice of law clauses were separable from the trust deed if its formation was disputed.
3. Whether nominal defendants against whom no cause of action is asserted could be served out of jurisdiction as necessary or proper parties.
4. Whether Singapore was the forum conveniens and whether there was a serious question to be tried.

The good arguable case standard requires the better of the argument, but the court does not try disputed facts on affidavit. The deed bore the signatures of the parties and witnesses and contained Mr Smirnov's passport number and address; undisputed Telegram messages showed his passport being supplied. The trust also gave a realistic explanation for a young man without apparent means holding shares worth millions. Mr Smirnov's objections went only to the quality of the evidence. His claimed ignorance in later letters was consistent with, but not weighty proof of, his case, and his signature samples were inconsistent among themselves, falling short of the strict proof forgery requires. With the deed, the Singapore clauses satisfied para 63(3)(d) of the Supreme Court Practice Directions 2021.

In obiter, the court held the clauses would not have been separable: reading CIMB Bank Bhd v Dresdner Kleinwort Ltd [2008] 4 SLR(R) 543 with PT Selecta Bestama v Sin Huat Huat Marine Transportation Pte Ltd [2016] 1 SLR 729, separability does not apply where it is said there was no meeting of minds at all, since it would be unjust to bind a party to a clause he never agreed.

For the companies, para 63(3)(c) requires only that they be necessary or proper parties to the claim, not that a cause of action lie against them. Applying Tan Yow Kon v Tan Swat Ping and others [2006] 3 SLR(R) 881, nominal defendants may be joined so that relief binds them and multiple proceedings abroad are avoided; Mr Smirnov had since been served.

The Singapore clauses pointed here, while other connections were scattered across several jurisdictions. Mr Smirnov's undisputed failure to act under the deed raised a serious question to be tried.

The Assistant Registrar dismissed both applications, found no reason to set aside the service out order, and fixed costs payable by the defendants to Mr Prosetskii. The court stressed that its conclusion was provisional and that the forgery allegation remained a live dispute.