Finaport Pte. Ltd. v Techteryx Ltd.

Techteryx Ltd, a British Virgin Islands entity, acquired the TrueUSD stablecoin business in 2020 and appointed First Digital Trust Ltd (FDT), a Hong Kong escrow company, as custodian of the US dollar reserves under agreements governed by Hong Kong law. FDT in turn appointed Finaport Pte Ltd, a Singapore wealth manager, as investment manager under a Discretionary Investment Management Agreement (DIMA) dated 18 March 2021, governed by Singapore law. Techteryx was not a party to the DIMA. Clause 24.3 required the parties first to negotiate, then to mediate at the Singapore Mediation Centre, and only then to litigate, with set time periods for each stage.

Techteryx sued FDT in Hong Kong in HCA No 161 of 2023, alleging breach of trust in the investment of reserves, and later added Finaport. Against Finaport it pleaded a claim for want of reasonable skill and care under the DIMA (the DIMA Claim), brought as FDT's beneficiary using the procedure recognised in Vandepitte v Preferred Accident Insurance Corp of New York [1933] AC 70. Finaport applied in HC/OA 474/2024 for an anti-suit injunction (ASI). The Judge dismissed it in Finaport Pte Ltd v Techteryx Ltd [2024] SGHC 329. Finaport appealed in Civil Appeal No 67 of 2024 and applied to adduce further evidence; after the decision below, Techteryx had added fraud and conspiracy claims in Hong Kong.

1. Whether Techteryx, by pursuing the DIMA Claim through the Vandepitte procedure without meeting the dispute-resolution pre-conditions, breached the DIMA so as to justify a contractual anti-suit injunction.
2. Whether a non-contractual anti-suit injunction should be granted because the Hong Kong proceedings were vexatious or oppressive.
3. Whether the court could restrain the later fraud claims or consider Finaport's new non-assignment argument.

The court held that a contractual ASI rests on equity's power to hold parties to their bargains, as explained in Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd [2019] 1 SLR 732. The Vandepitte procedure is a rule of procedure only: the claim remains the trustee's, brought in the trustee's name. Since FDT could not sue Finaport without first completing negotiation and mediation, Techteryx could not do so in FDT's name either; by invoking the procedure it was in effect procuring FDT's breach. The court rejected the Judge's distinction between arbitration or exclusive jurisdiction clauses and a multi-tiered clause, and held the clause mandatory. Any difficulty Techteryx had in complying was a consequence of the parties' bargain, and Finaport had said it would negotiate once Techteryx's standing was established. Because the clause made the claim premature rather than barring the forum, the injunction was limited to the period before the pre-conditions were met.

On the non-contractual ASI, Finaport's arguments showed at most that the claim might fail. The emails it relied on were equivocal about whether FDT held its DIMA rights on trust, and the authority and ratification points raised mixed questions of fact and law for the Hong Kong courts. The high threshold of vexation or oppression was not met, so the court did not decide the natural forum.

The fraud claims post-dated the decision below and fell outside the court's appellate jurisdiction. The non-assignment point was new and unpleaded, so it was not considered, though the court doubted in obiter that cl 23.3 barred a declaration of trust.

The Appellate Division allowed the appeal in part. It granted an injunction restraining Techteryx from commencing, pursuing or continuing any proceeding against Finaport arising out of a dispute under the DIMA before the pre-conditions to litigation in cl 24.3 were satisfied, with liberty to apply, but refused to restrain the Hong Kong proceedings in their entirety. It allowed the further evidence summons by consent, awarded Finaport appeal costs of $30,000 (all-in) and substituted costs of $5,000 below in its favour.