VKC (2021) 2 SLR 0753

[2021] 2 SLR 0753.
fm Page 753 Monday, September 27, 2021 10:57 AM
[2021] 2 SLR SINGAPORE LAW REPORTS 753
VKC
v
VJZ and another
[2021] SGCA 72
Court of Appeal — Civil Appeal No 102 of 2020

Judith Prakash JCA and Belinda Ang Saw Ean JAD
11 March 2021; 29 July 2021
Civil Procedure — Injunctions — Beneficiary commencing proceedings against
administrators of estate — Whether anti-suit injunction should be granted to
administrators — Whether proceedings were vexatious and oppressive — Whether
administrators as non-parties could benefit from exclusive jurisdiction clause by
virtue of Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) — Contracts
(Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed)
Facts
The appellant was one of 15 beneficiaries of an estate (“Estate”) pursuant to the
last will of the deceased testator (“1995 Will”). For ease of reference, the High
Court judge (“Judge”) categorised the beneficiaries (apart from the 15th
beneficiary which was a Singapore-incorporated company wholly owned by the
deceased prior to his death) into three groups: five of them including the
appellant belonged to “Family [A]”; another five belonged to “Family [B]”, and
the rest were “unrepresented beneficiaries”. The respondents were appointed as
the joint and several administrators of the Estate (later varied to joint
administrators). The beneficiaries participated in mediation and duly executed a
settlement agreement dated 18 April 2018 (“2018 SA”). Clause 19 of the 2018 SA
provided for Singapore as the exclusive jurisdiction. Shortly after the 2018 SA
was entered into, the respondents applied to court seeking several orders to give
effect to their appointment and indemnification in relation to their
administration of the Estate in accordance with the terms of the 2018 SA. On
13 June 2019, the respondents published two notices in two newspapers in
Indonesia (“Notices”), which, inter alia, invited all creditors or next-of-kin
interested in or having claims against the Estate to contact the respondents.
The appellant commenced proceedings in Indonesia in respect of these Notices
(“Indonesian Proceedings”), claiming that the respondents’ act of publishing the
Notices directly affected the appellant’s rights as a beneficiary of the Estate. The
Indonesian Proceedings appeared to have been commenced on 15 August 2019.
At some point in 2019, the beneficiaries undertook further negotiations as to
their rights and entitlements under the 2018 SA, culminating in their entering
into a new “Inheritance Right Settlement Agreement” (“IRSA”). By a subsequent
order of court, the IRSA replaced the 2018 SA and new administrators were
appointed.
On 7 February 2020, the respondents were provided with a letter of request for
international judicial assistance from the registrar for the Central Jakarta
District Court, through which the respondents found out about the Indonesian
[2021] 2 SLR 0753.fm Page 754 Monday, September 27, 2021 10:57 AM
754 SINGAPORE LAW REPORTS [2021] 2 SLR
Proceedings. On 24 March 2020, the respondents filed their application for an

anti-suit injunction to restrain the appellant from taking further steps in relation
to the Indonesian Proceedings. The Judge granted the respondents’ application
on the ground that the Indonesian Proceedings were commenced in breach of
cl 19 of the 2018 SA. On appeal, the appellants challenged the Judge’s grant of
the anti-suit injunction that was premised on a finding that the respondents, as
non-parties, were entitled to the benefit of cl 19 by virtue of s 2 of the Contracts
(Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) (“CRTPA”).
Held, dismissing the appeal:

(1) The court upheld the grant of the anti-suit injunction on a different
ground, namely, that the Indonesian Proceedings were vexatious and oppressive
and justified the grant of an anti-suit injunction. To obtain an anti-suit
injunction on this ground, it was necessary to establish that: (a) Singapore was
the natural forum; and (b) the pursuit of the foreign proceedings was vexatious
or oppressive: at [21] and [24].
(2) In terms of whether Singapore was the natural forum to determine the
dispute, the parties identified the following factors as significant: (a) connections
to relevant events and transactions; (b) the place where the tort was committed;
and (c) the governing law of the dispute. The respondents’ appointment to
administer the Estate, as well as how this administration was going to take place
in accordance with the 2018 SA, were rooted in proceedings in Singapore. The
subject matter of the Indonesian Proceedings could not be treated
independently from Originating Summons Probate No 3 of 2019
(“OSP 3/2019”) which was filed in Singapore. The respondents had filed
OSP 3/2019 to seek orders to be entitled to administer the Estate, as well as other
orders in relation to such administration, and were granted an order under it
(“ORC 253”). The subject matter of the alleged tort had strong links to the
2018 SA and the entitlement of the other beneficiaries like Family [B]: at [26],
[27] and [29].
(3) Whilst the alleged tort was committed in Indonesia as the Notices were
published there, the circumstances in the present case reduced the significance
of the place of the tort in the determination of the natural forum. The governing
law of key aspects in the dispute could rightly be said to be Singapore law. First,
although the appellant’s claim in the Indonesian Proceedings was for her
entitlement under the 1995 Will, there was a question of whether such
entitlement still subsisted given what she had agreed to in the 2018 SA. The
Singapore court would be the more appropriate court to determine this
question. Second, the respondents’ act of publishing the Notices could not be
separated from their obligations under the 2018 SA and ORC 253. The
interpretation of the 2018 SA, which was governed by Singapore law, would be
necessary to determine whether they had committed any wrongful act: at [30],
[32] and [33].
(4) The court found that the appellant’s conduct in litigating in Indonesia was
vexatious and oppressive. Even where it was plain and obvious on its face that
a case was bound to fail, it would still be prudent not to solely rely on pleas that
the foreign proceedings were doomed to failure. Instead, the court should also
look elsewhere for evidence of unconscionability arising from the conduct of the
[2021] 2 SLR VKC v VJZ 755
appellant. The appellant had entered into the IRSA after the commencement of
the Indonesian Proceedings, at which point the 2018 SA was in force. Under the
2018 SA, Family [A] was to be paid a lump sum from the Estate first before
Family [B] would be paid. The IRSA reversed the arrangement under the IRSA,
such that Family [B] amongst the beneficiaries would be first entitled to a payout
before Family [A] (of which the appellant was part) would receive the remainder
of the Estate in accordance with the 1995 Will. If the Indonesian Proceedings
were bona fide and for her claim to have any basis, she had to herself have
suffered loss. The logical implication would be that she believed claims arising
from the publication of the Notices would result in there being insufficient
moneys to satisfy Family [A]’s entitlement under the 2018 SA. That apparent
belief was entirely inconsistent with her act of negotiating with the other
beneficiaries to enter into the terms of the IRSA: at [43], [45], [46] and [48].
(5) In light of the change in Family [A]’s entitlement under the IRSA, her
conduct in insisting on the continuation of the Indonesian Proceedings was
unconscionable. Separately, as the Judge noted, the appellant did not disclose to
the Indonesian court that she had entered into the 2018 SA, much less file a copy
of the 2018 SA; but had instead proceeded on the basis of her entitlement under
the 1995 Will. Her failure to do so further suggested that the Indonesian
Proceedings had not been pursued in good faith and were vexatious and
oppressive. Given the material flaws in the appellant’s case, she would not suffer
material injustice if the anti-suit injunction were granted. The appellant also did
not have any legitimate juridical advantage in the Indonesian court: at [49] to
[51].
(6) The court did not agree with the Judge’s reasoning in relation to the issue
of whether the respondents could enforce cl 19 by virtue of s 2 of the CRTPA.
The dispute as framed by the parties turned on whether cl 19 was a term of the
2018 SA which purported to confer a benefit on the respondents within the
meaning of s 2(1)(b) of the CRTPA. However, both parties had omitted to
address the court on the anterior question of whether cl 19 as an exclusive
jurisdiction clause even came within the remit of the CRTPA. The CRTPA did
not permit a non-party to a contract to avail itself of the benefit of an exclusive
jurisdiction clause in that contract, unless the contract itself expressly provided
to the contrary: at [53] and [54].
(7) The aim of the CRTPA was to enable the carrying out of the intention of
contracting parties to confer benefits on third parties. The CRTPA was silent on
whether the statute would apply to exclusive jurisdiction clauses. In contrast, s 9
of the CRTPA expressly applied where a third party sought to enforce a
contractual term and the contracting parties had agreed that disputes in relation
to that term were subject to an arbitration agreement. The statutory silence was
deliberate because Parliament made a conscious determination to exclude
exclusive jurisdiction clauses from the ambit of s 2(1)(b) of the CRTPA: at [58]
and [59].
(8) The genesis of ss 2(1)(b) and 2(2) of the CRTPA was found in ss 1(1)(b)
and 1(2) of the Contracts (Rights of Third Parties) Act 1999 (c 31) (UK)
(“UK Act”). A review of the legislative history of the UK Act showed that
exclusive jurisdiction clauses and arbitration agreements differed from the usual
category of terms that fell under s 1(1)(b) of the UK Act. An arbitration clause in
s 8 of the UK Act was a procedural right; it was not a substantive right that fell
under s 1(1)(b). By the same token, an exclusive jurisdiction clause was not
a substantive right within the meaning of s 2(1)(b) of the CRTPA: at [60].
Case(s) referred to
CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] 2 SLR 386 (refd)
Elektrim SA v Vivendi Holdings 1 Corp [2009] 2 All ER (Comm) 213 (refd)
Fortress Value Recovery Fund I LLC v Blue Skye Special Opportunities Fund LP
[2013] 1 WLR 3466 (refd)
Hai Jiang 1401 Pte Ltd v Singapore Technologies Marine Ltd [2020] 4 SLR 1014
(refd)
John Reginald Stott Kirkham v Trane US Inc [2009] 4 SLR(R) 428;
[2009] 4 SLR 428 (refd)
Koh Kay Yew v Inno-Pacific Holdings Ltd [1997] 2 SLR(R) 148; [1997] 3 SLR 121
(folld)
Nisshin Shipping Co Ltd v Cleaves & Co Ltd [2003] EWHC 2602 (Comm) (refd)
Sun Travels & Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd
[2019] 1 SLR 732 (folld)
Legislation referred to
Arbitration Act (Cap 10, 2002 Rev Ed)
Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) ss 2(1)(b), 2(2),
9 (consd);
ss 2, 2(1), 2(1)(a), 2(3), 9(1)
International Arbitration Act (Cap 143A, 2002 Rev Ed)
Contracts (Rights of Third Parties) Act 1999 (c 31) (UK) ss 1(1)(b), 1(2), 8
(consd);
ss 1(1), 8(1), 8(2)
Contracts (Rights of Third Parties) Ordinance (Cap 623) (Hong Kong) s 13
Devinder Kumar s/o Ram Sakal Rai and Leong Wen Jia Nicholas (ACIES Law
Corporation) for the appellant;
Ong Min-Tse Paul, Afzal Ali and Marrissa Miralini Karuna (Allen & Gledhill LLP)
for the respondents.
[Editorial note: This was an appeal from the decision of the High Court in
[2020] SGHCF 11.]
29 July 2021
Belinda Ang Saw Ean JAD (delivering the grounds of decision of the
court):
Introduction
1 Civil Appeal No 102/2020 (“CA 102/2020”) was an appeal against the
High Court judge’s (the “Judge”) decision in VJZ & another v VKB & others
[2021] 2 SLR VKC v VJZ 757
[2020] SGHCF 11 (the “HC Judgment”), granting an anti-suit injunction

against the appellant [VKC] (the “appellant”). The sole issue that arose in
this appeal was whether the anti-suit injunction should have been granted.
The appeal was dismissed with costs on 11 March 2021. We now publish
our full grounds of decision.
2 This court upheld the Judge’s grant of an anti-suit injunction to
restrain proceedings that were brought by the appellant in Indonesia.
However, with respect, we disagreed with the Judge on the main ground
relied upon by him for the grant of an anti-suit injunction, and in particular
with his conclusions that the respondents were entitled to the benefit of an
exclusive jurisdiction in a settlement agreement and that the proceedings in
Indonesia constituted a breach of the exclusive jurisdiction clause. We
upheld the grant of the anti-suit injunction because we found that the
Indonesian proceedings were otherwise vexatious or oppressive. This
ground was advanced by the respondents in this appeal relying, inter alia,
on the Judge’s view on natural forum and his finding that the Indonesian
proceedings were vexatious and oppressive to them. This ground required
us to be satisfied that Singapore was clearly the more appropriate forum
and that it was necessary for the ends of justice to grant the anti-suit
injunction taking into account considerations of comity, if necessary. As
the categories of factors which indicate vexation or oppression are not
closed, this court’s consideration of other factors taken in the round will be
explained in this decision. We will also discuss whether the appellant’s
conduct in instituting and continuing with litigation in Indonesia
manifested bad faith.
Background to the anti-suit injunction application and the underlying

dispute
3 The background facts and events leading to the anti-suit application
are helpfully summarised in the HC Judgment. In brief, the appellant was
one of 15 beneficiaries of an estate (the “Estate”), while the respondents,
[VJZ] and [VKA] (collectively, the “respondents”) were appointed as the
joint and several administrators of the Estate (later varied to joint
administrators) on 1 February 2018. The grant of letters of administration
was granted to the respondents on 25 April 2018 and issued on 26 July
2018.
4 The Estate was that of the deceased testator (the “Deceased”) who
passed away on 31 October 2012, leaving behind a last will and testament
dated 24 November 1995 (“the 1995 Will”). Later, the Estate became
embroiled in the conflict amongst the beneficiaries who ended up suing in
various jurisdictions such as Indonesia and Singapore.
5 As regards legal proceedings in Singapore, pursuant to an order of
court dated 8 May 2017 and made in HCF/OSP 10/2016, the beneficiaries
participated in mediation on 16 and 17 April 2018 and a mediation
settlement was reached. All 15 beneficiaries duly executed a settlement

agreement dated 18 April 2018 (the “2018 SA”).
6 The provisions in the 2018 SA reflected the parties’ understanding,
arrangement and collective agreement as to the respondents’ role in the
administration of the Estate including their function, responsibilities and
obligations in and about the distribution of the assets in the Estate together
with the performance and discharge of the terms of the 2018 SA. For ease of
reference, the Judge categorised the beneficiaries (apart from the
15th beneficiary which was a Singapore-incorporated company wholly
owned by the Deceased prior to his death) into three groups: five of them
including the appellant belong to “Family [A]”; another five belong to
“Family [B]”, and the rest were “unrepresented beneficiaries”.
7 The 2018 SA provided for Singapore law and exclusive jurisdiction. In
particular, cl 19 of the 2018 SA provides:
The Parties hereby submit to the exclusive jurisdiction of the Courts of
Singapore. The Parties agree that in respect of all disputes, controversies,
claims or disagreements arising out of or in connection with this Agreement,
including but not limited to its existence, validity, breach and enforcement,
shall be first submitted to mediation at the Singapore International
Mediation Centre and the mediator shall be Mr [xxx]. The Parties further
agree that only if the Parties have in good faith carried out the mediation and
they have not been able to resolve their dispute, controversy, claim and/or
disagreement, then, and in that event only, the Parties shall commence legal
proceedings in Singapore.
8 Shortly after the 2018 SA was entered into, the respondents applied to
court on 23 April 2019 vide Originating Summons Probate No 3 of 2019
(“OSP 3/2019”) seeking several orders to give effect to their appointment
and indemnification in relation to their administration of the Estate in
accordance with the terms of the 2018 SA, and in respect of various terms in
the 2018 SA to be performed and discharged by the respondents. On
13 August 2019, various orders of court which we identify as
HCF/ORC 253/2019 (“ORC 253”) were granted to the respondents. As the
Judge rightly observed, as the respondents were non-parties to the 2018 SA,
ORC 253 was the means by which they were able, and became compelled, to
implement the 2018 SA. To illustrate, we set out a selection of orders
covered by ORC 253 (for the avoidance of doubt, references to the
“Administrators” in ORC 253 pertain to the respondents in this appeal,
while references to the “respondents” in ORC 253 pertain to the
beneficiaries of the Estate):
1. The [Administrators] shall as far as reasonably practicable administer
the estate of [the Deceased] (the ‘Estate’), including any distributions of assets
of the Estate to the beneficiaries of the Estate in all jurisdictions, including
but not limited to Singapore, Malaysia, Indonesia, Hong Kong and the
People’s Republic of China (in a manner consistent with the laws of the
[2021] 2 SLR VKC v VJZ 759
respective jurisdictions), in accordance with the Settlement Agreement

between the Respondents dated 18 April 2018 (the ‘Settlement Agreement’).
Should the [Administrators] decide to depart from the Settlement
Agreement, they shall notify the Respondents within 14 days of their decision
to do so.
2. The [Administrators] shall be indemnified out of the Estate from any
and all Losses which the [Administrators] may at any time and from time to
time sustain, incur or suffer (whether to the Respondents or otherwise) by
reason of the [Administrators] administering the Estate in accordance with
the Settlement Agreement as set out in Order (1), provided that at all times
the [Administrators] have acted in good faith in administering the Estate.
‘Losses’ means all losses, liabilities, costs (including legal costs and experts’
and consultants’ fees), charges, expenses, actions, proceedings, claims and
demands.
3. Following the distribution of the US$87,175,000.00 (the ‘Payment
Sum’) to the 1st to 5th Respondents in accordance with the Settlement
Agreement, the 6th to 14th Respondent shall be wholly entitled to the
remainder of the Estate in accordance with each of their relative entitlements
under the Last Will of the Deceased dated 24 November 1995. The
15th Respondent shall not be entitled to any distribution of assets of the
Estate.
4. The [Administrators] shall be at liberty to pay any part of the Payment
Sum, as and when distributions are made, to the 1st Respondent and this shall
constitute a good discharge of any obligations that the Administrators may
have in relation to the Payment Sum to be paid to the 1st to 5th Respondents.
…
13A. If the [Administrators] do not make any distributions of assets within
six months from 1 August 2019, the [Administrators] will provide, within
14 days thereafter, reasons to the beneficiaries as to why no distributions
were made, and if no distributions of assets are made in any subsequent six
month period thereafter, the [Administrators] will provide, within 14 days
from the end of the said period of six months, reasons to the beneficiaries as
to why no distributions were made.
[emphasis in original]
9 On 13 June 2019, the respondents published notices in two

newspapers in Indonesia (the “Notices”). One of the Notices was in English
and the other in Indonesian. It was not disputed that the Notices contained
the same content. The Notice in English reads:
NOTICE
[The Deceased] passed away on 31 October 2012. Pursuant to orders made by
the High Court of the Republic of Singapore on 1 February 2018 and
19 March 2018, [VJZ] and [VKA], all care of [Firm and Firm’s address] (the
‘Administrators’) were appointed as the joint administrators of the Estate of
[the Deceased] (‘the Estate’).
TAKE NOTICE that assets of the Estate should not be dealt with in any
manner whatsoever without proper sanction from the Administrators. If any
person is aware of any dealings or have information in respect of assets
belonging to the Estate, please inform the Administrators of the same at
[e-mail address] immediately.
All creditors or next-of-kin interested in or having claims against the Estate
should give particulars in writing their claims or interest to the above contact
details.
Dated this 13th day of June 2019
[VJZ] and [VKA]
Joint Administrators
[emphasis in original]
10 The appellant commenced proceedings in Indonesia (“Indonesian
Proceedings”) in respect of these Notices. Based on documents annexed to
the first respondent’s affidavit filed in Summons 96 of 2020
(“SUM 96/2020”), the Indonesian Proceedings appear to have been
commenced on 15 August 2019. The appellant’s counsel having conduct of
the proceedings in Indonesia, Ms Sarmauli Simangunsong
(“Ms Sarmauli”), affirmed in her affidavit filed in SUM 96/2020 that the
appellant had a claim based on tort law as it applies in Indonesia. The basis
for this claim was that the respondents’ act of publishing the Notices was
“not only false and misleading”, but also “directly affected [the appellant’s]
rights as a beneficiary of the Estate in Indonesia”. According to the
appellant’s counsel, the respondents by inviting next-of-kin interested in or
having claims against the Estate to contact the respondents could
“potentially [open] the floodgates for more claimants who could possibly
make a claim against the Estate under forced heirship laws in Indonesia”.
11 It transpired that at some point in 2019 the beneficiaries undertook
further negotiations as to their rights and entitlements under the 2018 SA.
These negotiations culminated in the beneficiaries entering into a new
“Inheritance Right Settlement Agreement” (“IRSA”) dated 13 December
2019. Counsel for the appellant, Mr Devinder Kumar s/o Ram Sakal Rai
(“Mr Rai”), confirmed that he had not been instructed on the
re-negotiations and that he was only notified of the IRSA a few days before
it was entered into.
12 We pause here to observe that a chronology of the events that had
occurred from the time the appellant started the Indonesian Proceedings up
to the time of execution of the IRSA would have been useful, seeing that the
outcome of the re-negotiations materially changed what had been agreed to
in the 2018 SA. Be that as it may, we note the existence of same and/or
closely connected facts in the 2018 SA and the IRSA that would bear on the
credibility of the appellant’s claim in the Indonesian Proceedings, and her
[2021] 2 SLR VKC v VJZ 761
decision to press on with the proceedings in Indonesia after entering into

the IRSA. We also note that the appellant’s entitlement under the 1995 Will
was changed twice, first by the 2018 SA and then again by the IRSA. These
matters played a significant role in our analysis of whether an anti-suit
injunction was warranted on the ground that the Indonesian Proceedings
were, in the circumstances, vexatious or oppressive. Taken together with
these matters, the inherent weakness of the claim was a relevant factor in
the consideration of whether foreign proceedings were vexatious or
oppressive. We elaborate on these matters below.
13 Returning to the background facts and procedural history, in
Summons 10 of 2020 (filed on 15 January 2020) (“SUM 10/2020”),
Family [A] and another beneficiary applied for, inter alia, a declaration that
the 2018 SA had been cancelled and replaced by the IRSA. They also
applied for the respondents to be removed as administrators and for VKB
(who is part of Family [A]) and another individual, an Indonesian national,
to be appointed as new administrators. These orders were granted by the
court in an order of court identified as ORC 212/2020 (“ORC 212”) made
on 3 August 2020. The upshot was that it was recognised that the IRSA had
replaced the 2018 SA and that new administrators were appointed.
14 On 7 February 2020, the respondents were provided with a letter of
request for international judicial assistance from the registrar for the
Central Jakarta District Court for service of process dated 11 December
2019. The respondents were summoned to attend a hearing which appears
to have been scheduled for 19 March 2020. It is not disputed that the
respondents came to know of the Indonesian Proceedings only after that
letter was served on them.
15 On 24 March 2020, the respondents filed their application for an anti-
suit injunction to restrain the appellant from taking further steps in relation
to the Indonesian Proceedings and any appeals and/or related proceedings
arising therefrom. As mentioned, the Judge granted the respondents’
application.
Overview of the applicable principles for the grant of an anti-suit

injunction
16 This judgment will discuss two main grounds which are usually put
forward to justify granting an anti-suit injunction to restrain foreign
proceedings. The first main ground is that the foreign proceedings
constitute a breach of a jurisdiction clause in a contract between the parties.
In a situation like this, an anti-suit injunction will be granted to restrain the
offending party from pursuing foreign proceedings in breach of a
jurisdiction clause unless there are strong reasons not to grant the
injunction. This contractual basis for an anti-suit injunction would also
include restraining foreign proceedings which have been commenced in
breach of arbitration clauses.
17 An aspect of the first ground that was before the Judge was the extent
to which a non-party to an agreement may claim the benefit of an exclusive
jurisdiction clause to obtain an anti-suit injunction against a contracting
party. Ordinarily, absent plain language to the contrary, the contracting
parties are likely not to have intended to benefit nor prejudice non-
contracting third parties by their contractual arrangements. In the Judge’s
view, however, the respondents were entitled to rely on cl 19 of the 2018 SA
by virtue of s 2(1)(b) of the Contracts (Rights of Third Parties) Act
(Cap 53B, 2002 Rev Ed) (“CRTPA”). We comment on the Judge’s ruling
below.
18 The second main ground is that the foreign proceedings are otherwise
vexatious or oppressive. As summarised by the court in Sun Travels &
Tours Pvt Ltd v Hilton International Manage (Maldives) Pvt Ltd [2019]
1 SLR 732, the factors to be considered by the court in deciding whether to
grant an anti-suit injunction on this ground are (at [66]–[67]):
(a) whether the defendant is amenable to the jurisdiction of the
Singapore court;
(b) whether Singapore is the natural forum for resolution of the
dispute between the parties;
(c) whether the foreign proceedings would be vexatious or
oppressive to the plaintiff if allowed to continue; and
(d) whether the anti-suit injunction would cause any injustice to the
defendant by depriving the defendant of legitimate juridical
advantages sought in the foreign proceedings.
As stressed in Koh Kay Yew v Inno-Pacific Holdings Ltd [1997]
2 SLR(R) 148 at [19], that Singapore is the natural and proper forum is a
necessary condition that must be satisfied before an anti-suit injunction can
be granted under this ground.
19 Whether there has been vexatious conduct involves an assessment
and evaluation of a number of factors. The list of factors is not closed. To
illustrate, the inherent weakness of a claim sought to be pursued in the
foreign proceedings when taken together with other factors may be a
relevant factor in considering whether the foreign proceedings are
vexatious (see Elektrim SA v Vivendi Holdings 1 Corporation [2009] 2 All
ER (Comm) 213 at [84] and [121]; John Reginald Stott Kirkham and others v
Trane US Inc and others [2009] 4 SLR(R) 428 (“Trane”) at [47]).
20 Related to the question of whether or not the foreign proceedings are
vexatious or oppressive would be the injustice that each party might suffer
if the injunction were or were not granted. Consideration of a juridical
advantage in the foreign forum would include the kind of remedy and its
availability to the party bringing proceedings in the foreign jurisdiction
[2021] 2 SLR VKC v VJZ 763
based on the application of foreign law to the substance of the parties’

dispute, rather than the law of the competing forum.
Preliminary comments
21 Having set out the relevant principles, we first explain why we decided
that the Indonesian Proceedings were vexatious and oppressive and
justified the grant of an anti-suit injunction. Thereafter we deal briefly with
the question of whether the respondents could enforce cl 19 of the 2018 SA.
22 It is convenient to mention here that it was not disputed and, indeed,
Mr Rai confirmed during the hearing, that the appellant is amenable to the
jurisdiction of the Singapore court. This confirmation was rightly given
seeing that the appellant had given her Singapore address as her place of
residence in her affidavit filed to oppose the respondents’ application even
though the affidavit was affirmed in Indonesia. Further, the appellant is a
Singapore citizen. Her Singapore National Registration Identity Card
number is shown in the 2018 SA. We note that the respondents applied for
an anti-suit injunction promptly and there was no suggestion that the
Indonesian Proceedings had progressed beyond an early stage. The only
document evidencing the commencement of the Indonesian Proceedings
was a letter from Ms Sarmauli to the District Court of Jakarta dated
15 August 2019 informing the latter of the filing of the lawsuit against the
respondents. On 7 February 2020, the respondents were provided with a
letter from the Embassy of the Republic of Indonesia in Singapore enclosing
a letter of request for international judicial assistance, summoning the
respondents to attend a hearing scheduled for 19 March 2020 (see
[14] above). On 24 March 2020, the respondents filed the application for an
anti-suit injunction. As neither party raised delay and comity, these matters
did not feature in arguments before the Judge or in this appeal.
23 In the interest of expediency and to avoid repetition, we will refer to
the arguments of the respective parties and the relevant points in the course
of addressing the issues in this appeal.
The foreign proceedings are otherwise vexatious or oppressive

24 As mentioned, to obtain an anti-suit injunction on this ground, it is
necessary to establish that: (a) Singapore is the natural forum; and (b) the
pursuit of the foreign proceedings is vexatious or oppressive. While the
Judge decided to grant an anti-suit injunction on the basis that the
respondents could rely on the exclusive jurisdiction clause (ie, cl 19), he
considered whether there were strong reasons against the grant of the anti-
suit injunction. In that connection the Judge made the following
observations that merit consideration in this appeal. First, the Judge
concluded that Singapore was the natural forum with which the alleged
dispute (ie, the claim based in tort elaborated at [10] above) had the most
real and substantial connection (we will adopt for convenience a shortened
expression “the more appropriate forum”). Second, he held that the

continuation of the Indonesian Proceedings would be vexatious and
oppressive to the respondents. To the Judge, these two matters further
strengthened the case for the grant of the anti-suit injunction.
Natural forum
25 We summarise the Judge’s main reasons for concluding that

Singapore was the more appropriate forum as follows:
(a) First, the shape of the litigation pointed to Singapore being the
more appropriate forum. There were already ongoing proceedings in
OSP 3/2019 which related to the respondents’ administration of the
Estate, and the Indonesian Proceedings could not be considered
separately from it. ORC 253 which was granted in OSP 3/2019
contained an order indemnifying the respondents from losses
incurred by reason of their administration of the Estate in accordance
with the 2018 SA. The Judge found the indemnity order to be
a relevant consideration as the respondents had published the Notices
due to their appointment as administrators in Singapore and as part
of their obligation to implement the 2018 SA. In addition, if the
respondents’ publication of the Notice had reduced the value of the
Estate, all the beneficiaries should have been joined to the
proceedings, but any joinder would have run into the problem of
cl 19, in which the beneficiaries had agreed to submit their disputes to
mediation and otherwise to legal proceedings in Singapore.
Furthermore, the appellant’s claims in the Indonesian Proceedings
also touched on the 2018 SA since her argument was that her
entitlement was affected by the publication of the Notices. The scope
of her entitlement would entail an examination of the 1995 Will and
the 2018 SA and how they interacted.
(b) Second, even though the publication and therefore the alleged
tort occurred in Indonesia, the relevant events and transactions had a
closer connection to Singapore. The respondents published the
Notices in Indonesia because of their obligations under the 2018 SA,
and the entire factual background of the Notices was derived from
prior proceedings in Singapore and the 2018 SA.
(c) Third, although Indonesian law as the governing law of the

tortious claim was a significant factor in favour of Indonesia, there
were countervailing factors specific to this case that reduced the
weight to be given to the governing law factor. Questions relating to
the interpretation of the 2018 SA would be governed by Singapore
law, as provided under the governing law clause in cl 18 of the
2018 SA. Further, the beneficiaries would have envisioned that some
of their prior disputes might be governed by Indonesian law but had
[2021] 2 SLR VKC v VJZ 765
nevertheless chosen to submit all the disputes relating to the 2018 SA

to the Singapore courts.
26 A close examination of the parties’ arguments showed that the parties
had identified the following factors as significant to the analysis of whether
Singapore or Indonesia is the natural and proper forum to determine the
dispute: (a) connections to relevant events and transactions; (b) the place
where the tort was committed; and (c) the governing law of the dispute. We
will examine each of the three factors in turn.
Connections to relevant events and transactions

27 It is clear from our earlier outline of the events leading to the
application for the anti-suit injunction that the respondents’ appointment
to administer the Estate, as well as how this administration was going to
take place in accordance with the 2018 SA, were rooted in proceedings in
Singapore. The Estate has assets in multiple countries and cl 1 of the
2018 SA envisaged that the respondents would be appointed as
administrators and/or executors of the Estate in all jurisdictions including
Singapore and Indonesia. As the respondents were not parties to the
2018 SA, the provisions in the 2018 SA pertaining to the respondents’
rights, obligations and responsibilities would have to be covered and
implemented by a court order. Thus, the respondents filed OSP 3/2019
seeking orders to be entitled to administer the Estate, as well as other orders
in relation to such administration. Paragraph 1 of ORC 253, which was
granted in OSP 3/2019, stated that the respondents should as far as
reasonably practicable administer the Estate in accordance with the
2018 SA. ORC 253 also contained other orders including an indemnity
order to cover the respondents’ administration of the Estate in accordance
with the terms of the 2018 SA. OSP 3/2019 was not only part of the
backdrop but was a central feature in the dispute. OSP 3/2019 was filed on
23 April 2019 before the Indonesian Proceedings were filed on 15 August
2019. The proceedings in OSP 3/2019 were live at the time the Judge heard
the anti-suit injunction application in SUM 96/2020 in June 2020.
SUM 10/2020 (filed in OSP 3/2019) was pending and hence remained
unresolved. The Judge made his orders on SUM 10/2020 in August 2020.
We agreed with the Judge’s observation that whilst OSP 3/2019 is not
strictly lis alibi pendens in relation to the Indonesian Proceedings since
OSP 3/2019 did not concern the torts alleged in those proceedings,
OSP 3/2019 and the appellant’s core complaints in the Indonesian
Proceedings are inter-related. We therefore disagreed with Mr Rai that the
Judge had erred in finding that the Indonesian Proceedings could not be
considered independently from OSP 3/2019 and that ORC 253 did not arise
out of the 2018 SA.
28 At the time the Notices were published in Indonesia, the respondents
had not yet been appointed as administrators by the Indonesian courts. By
agreeing to the 2018 SA, all 15 beneficiaries had agreed that the respondents
should have the authority to administer the Estate in “all jurisdictions”
where the Estate’s assets were located, but curiously, in this regard,
Family [A] was said to be unco-operative and the respondents’ efforts to
seek formal appointment in Indonesia “did not go smoothly”. The formal
mechanics of seeking court appointment as administrators to enable the
respondents to administer the Estate in any particular jurisdiction was a
separate matter from the authority conferred on them by the 2018 SA.
Thus, the lack of appointment of the respondents as administrators in
Indonesia at the time the Notices were published was not critical. The
respondents did not appear to be at a stage of the administration of the
Estate that required them to be duly appointed by the Indonesian courts
before taking the next step in the administration of the Estate in Indonesia.
The respondents’ responsibilities included marshalling the Estate’s assets
with a view to distributing the agreed sum of US$87,175,000 to Family [A].
It was in that context that the respondents published the Notices. In the
Respondents’ Case, the respondents explained that the Notices were
published in good faith to prevent any dissipation of assets. Further, the
timing of the publication could not be faulted seeing that it was then close
to seven years since the death of the testator.
29 As pointed out by the Judge and by the respondents, based on the first
respondent’s explanation, Family [B] had, through their solicitors, urged
the respondents to:
… make a public announcement that the [respondents] are the lawful
administrators/ executors of the Estate in Singapore, Indonesia and all other
jurisdictions such that all dealings in respect of the assets of the Estate must
go through [the respondents] and not the beneficiaries of the Estate.
This suggestion was made by Family [B] out of concern that members of
Family [A] might have been dissipating assets. There was no hint that in
taking up the suggestion and in publishing the Notices, the respondents
were siding with one family. We also note the first respondent’s affidavit
evidence that the respondents had published substantially the same notices
in Singapore without any objection from the appellant. We accept the
respondents’ explanation that the publication of the Notices in Indonesia
was in performance of the respondents’ obligations as agreed to by the
beneficiaries in the 2018 SA. All in all, it is undeniable that the subject
matter of the alleged tort has strong links to the 2018 SA and the
entitlement of the other beneficiaries like Family [B]. The subject matter of
the Indonesian Proceedings cannot be treated independently from
OSP 3/2019 and ORC 253.
Place of the tort

30 It is common ground that the alleged tort was committed in
Indonesia in that the Notices were published in Indonesia. Nevertheless, we
[2021] 2 SLR VKC v VJZ 767
agree with the Judge and the respondents that for the reasons stated above,
the relevant events and transactions had a closer connection to Singapore.
In our view, the evidence presented was of sufficient weight to render the
place of the tort a neutral factor. From another perspective, it could be
concluded that the circumstances in the present case reduced the
significance of the place of the tort in the determination of the natural
forum.
Governing law of the dispute

31 Having regard to our earlier conclusion that the Notices and the
subject matter of the Indonesian Proceedings are connected to the 2018 SA,
we agreed with the Judge that it was not solely Indonesian law that applied
to the subject matter of the Indonesian Proceedings, as Singapore law
governed the interpretation of the 2018 SA. The question of whether the
respondents had acted wrongfully in publishing the Notices would
encompass questions of both Indonesian and Singapore law.
32 Specifically, the governing law of key aspects in the dispute could
rightly be said to be Singapore law, even if the applicable tort law in
question is Indonesian law. First, the appellant’s claim in the Indonesian
Proceedings is for her entitlement under the 1995 Will, but there is
a question of whether such entitlement still subsists given what she agreed
to in the 2018 SA. The appellant had reorganised her rights as a beneficiary
under the 1995 Will by entering into the 2018 SA, and thereafter into the
IRSA. Clause 7 of the 2018 SA provides that the 2018 SA was intended to be
in full and final settlement of all disputes the beneficiaries had with each
other. Article 7 of the IRSA states that the heirs agree that the IRSA
superseded all existing agreements regarding the distribution of the
inheritance. To reach a conclusion on whether the appellant has any
entitlement under the 1995 Will, the court would have to interpret the
2018 SA first. The governing law of the 2018 SA is Singapore law (as
provided in cl 18). However, as alluded to at [11] above, it was via ORC 212
in SUM 10/2020 that the IRSA replaced the 2018 SA and the new
administrators were appointed. The Singapore court would be the more
appropriate court to determine whether the appellant even had any
entitlement subsisting under the 1995 Will at the point when she
commenced the Indonesian Proceedings. This is crucial as her entitlement
under the 1995 Will was the fundamental basis of her claims in those
proceedings.
33 Second, the respondents’ act of publishing the Notices could not be
separated from their obligations under the 2018 SA and ORC 253. The
interpretation of the 2018 SA would therefore be necessary to determine
whether they had committed any wrongful act. Clause 1 of the 2018 SA
provides that the respondents would be the administrators/ executors of the
Estate in all jurisdictions, and that the beneficiaries would do all things
necessary to appoint and recognise the respondents as the administrators/

executors of the Estate. Paragraph 1 of ORC 253 in turn provides that the
respondents would as far as reasonably practicable administer the Estate, in
accordance with the 2018 SA (see [8] above). A key issue that could arise in
the proceedings was whether the publication of the Notices, and in
particular, inviting creditors or next-of-kin to state their claims if any to the
Estate, was an act that the respondents were entitled to do within and in
discharge of their obligations as administrators, having been so appointed
under ORC 253 which gave effect to the 2018 SA. As stated, the 2018 SA is
governed by Singapore law.
34 For these reasons, the governing law of the key aspects of the dispute
would in fact be Singapore law. We therefore agreed that Singapore is the
natural forum, given that it is the more appropriate forum in which the
dispute over the Notices should be brought.
Vexatious or oppressive to the respondents and injustice to the appellant

35 We next turn to consider whether the appellant’s conduct in litigating
in Indonesia was vexatious or oppressive. The countervailing consideration
was whether an anti-suit injunction would deprive the appellant of a
legitimate juridical advantage to a greater extent than the oppression caused
to the respondents. We now summarise the parties’ respective arguments.
36 Counsel for the respondents, Mr Paul Ong Min-Tse (“Mr Ong”)
submitted that the Indonesian Proceedings were entirely devoid of merit or
were otherwise hopeless, based on the points made in the affidavit filed by
their Indonesian counsel, Mr Erie Hotman Tobing (“Mr Tobing’s
affidavit”). In particular, the appellant had failed to establish the loss that
was required for her claim to have any basis. Mr Ong also argued that the
Indonesian court lacked jurisdiction to hear the subject matter in the
Indonesian Proceedings. Finally, Mr Ong adopted the Judge’s finding that
the continuation of the Indonesian Proceedings was the appellant’s attempt
to get around the 2018 SA in that she appeared to be seeking to enforce,
indirectly, her entitlement under the 1995 Will rather than the agreed share
that Family [A] would receive under the 2018 SA. Mr Ong described the
appellant’s overall conduct created by the issue of the Indonesian
Proceedings in the face of circumventing the 2018 SA as evidence of bad
faith.
37 The appellant refuted Mr Ong’s accusations. She contended that the
Judge had erred in finding that the appellant was attempting to get around
the 2018 SA. She had commenced the Indonesian Proceedings in
accordance with legal advice. Besides, her position was that the respondents
in publishing the Notices had acted in their private capacity, meaning that
the matter would fall outside the 2018 SA. The appellant submitted that the
grant of an anti-suit injunction would cause injustice to the appellant as she
would be left without any relief or remedy. According to the appellant, her
[2021] 2 SLR VKC v VJZ 769
claim in tort in the Indonesian Proceedings was not actionable in Singapore

under the double-actionability rule.
38 On double-actionability, Mr Ong submitted that the appellant had
not proven that the Indonesian Proceedings were only actionable in
Indonesia and not justiciable under Singapore law. There would likely be
a similar cause of action for negligence under Singapore law, on the basis of
a duty of care to the beneficiaries to avoid any misstatement, or
misrepresentation. Even if there were no similar cause(s) of action in
Singapore, the appellant could sue in Singapore as she could avail herself of
the exception to the double-actionability rule which provides that a claim in
tort may be brought in Singapore even if one of the limbs of the rule was not
satisfied.
39 We begin with Mr Ong’s contention that the Indonesian court lacked
jurisdiction to hear the subject matter in the Indonesian Proceedings. The
respondents relied on Mr Tobing’s affidavit, where he opined that the
applicable Indonesian law was set out in Art 118 of the Herziene Inlandsch
Reglement (“HIR”), an Indonesian legislation, which provides that the claim
should be filed in the defendant’s domicile. This was in contrast to the
position taken by the appellant’s Indonesian counsel Ms Sarmauli, who
opined that the Indonesian court is the court with jurisdiction because:
(a) the claim is based on a tort committed by the respondents in Indonesia
and pursuant to Art 18 of the Algemene Bepalingen, another Indonesian
legislation, an action for a wrong will be decided by a court according to the
law of the country of place where the wrongful action was taken; and (b) a
substantial portion of the assets is within Indonesia. The respondents
submitted that the determinative factor in assessing the most appropriate
jurisdiction was Art 118 of the HIR, whereas the appellant submitted that
such a position was “absurd”.
40 We note that the Indonesian courts had issued a summons for the
respondents to appear, and there was no evidence that they doubted their
jurisdiction to hear the appellant’s claim. In any case, it was not necessary
for this court to take a view on the disputed issue of the jurisdiction of the
Indonesian courts since, like the Judge, we were able to proceed on the
assumption that the Indonesian court does have jurisdiction to hear the
proceedings.
41 Mr Ong’s other arguments brought up two key factors, namely, that:
(a) the Indonesian Proceedings were hopeless as they were bound to fail;
and (b) there was bad faith in the appellant’s institution and continuation of
the foreign proceedings. This was because she had bound herself to
a chosen forum in the 2018 SA and, broadly, the tort claim was within the
ambit or subject matter of the 2018 SA. If those factors were made out, then
conceivably they could fall within one or more of the situations described in
Trane ([19] supra). In Trane, this court observed at [47] that the following
situations could amount to vexation or oppression: where a party is
subjected to oppressive procedures in the foreign court; bad faith in the

institution of the foreign proceedings; commencing the foreign proceedings
for no good reason; commencing proceedings that are bound to fail; and
extreme inconvenience caused by the foreign proceedings. This court held
that vexation or oppression would only be found in situations where the
conduct of the party bringing the foreign proceedings was
“unconscionable”. We will examine each key factor in turn.
Indonesian Proceedings were hopeless as they were bound to fail

42 In considering the respondents’ arguments about the weakness of the
appellant’s case in the Indonesian Proceedings, we accepted that it was a
factor to be taken into account together with more weighty factors in
deciding whether the appellant’s conduct was unconscionable. We were
mindful that we should not be taken to have decided that the Indonesian
Proceedings were based on a hopeless claim or one that was doomed to
failure.
43 Even where it is plain and obvious on its face that a case is bound to
fail, it would still be prudent not to solely rely on pleas that the foreign
proceedings are doomed to failure. Instead, the court should also look
elsewhere for evidence of unconscionability arising from the conduct of the
appellant, comprising her commencement of the Indonesian Proceedings
and continuing with the same despite the emergence of new circumstances,
as was the case here. In this connection, the countervailing consideration as
to whether the appellant had a juridical advantage in the Indonesian court
was relevant. Taking all the matters together, we were of the view that the
alleged juridical advantage can be said to be cynically created. As such, we
did not consider there to be any legitimate advantage. Let us elaborate.
44 We begin with the assertion by Ms Sarmauli in her affidavit that the
appellant’s loss was sustained as a result of the Notices issued by the
respondents. Ms Sarmauli’s affidavit stated (at para 11) that the following
acts could amount to a tort in Indonesia: (a) an act which violates one’s
subjective rights; (b) an act which is against the legal obligations of the
offender; (c) an act which is against social norms; and (d) an act which is
against public values. The heads of damage which Ms Sarmauli identified at
paras 14 and 15 of her affidavit are: (a) material loss sustained by the
appellant in having to engage an attorney and/or legal counsel; and
(b) immaterial loss as a result of the publication of the Notices which
“threatened the existence and diminution of her subjective rights” based on
the 1995 Will, which represented 5% of the estimated value of the Estate
and amounted to not less than 200bn rupiah. In contrast, Mr Tobing’s
affidavit states that the appellant had failed to establish that her claim in the
Indonesian Proceedings involved losses that were actual and real. First, he
said that legal counsel’s fees are not part of damages that could be recovered
from the opposing party in a court proceeding. Second, the appellant had
[2021] 2 SLR VKC v VJZ 771
not provided any basis for her calculation of the immaterial losses. More
importantly, her alleged loss would not qualify as immaterial damages as
the same could “only be granted in certain unlawful/tort claims which
result in death, serious injury, or humiliation”. Taking the appellant’s
contention of immaterial loss on its face, it is clear that the Indonesian
Proceedings did not fall into any of those categories. We noted that there
was nothing in Ms Sarmauli’s affidavit which contradicted this statement of
law on the recognised heads of immaterial loss under Indonesian law.
45 In any case, Ms Sarmauli’s assertion did not make sense in light of the
evidence before this court. What was being threatened and how would her
rights be diminished? At the time the Indonesian Proceedings were
commenced, the appellant’s right was to a share of a sum of US$87,175,000
under the 2018 SA and there was no evidence that any prospective
beneficiary had come forward to make claims against the Estate, or that her
share would be threatened or diminished by the Notices. Under the
2018 SA, Family [A] was to be paid a lump sum of US$87,175,000 from the
Estate first before Family [B] would be paid. Thus, it would be Family [B]
and not Family [A] who would more likely be exposed to the losses
occasioned by the publication of the Notices, assuming that it was wrongful.
Be that as it may, for the sake of argument, if the Indonesian Proceedings
were brought on the basis that the appellant considered that there was a risk
to the distribution of her share of the US$87,175,000, in that she would
receive less as the settlement amount might be reduced, it is crucial to note
that she then went on to renegotiate her entitlement under the 2018 SA of
her own volition.
46 After the commencement of the Indonesian Proceedings, at which

point the 2018 SA was in force, the appellant entered into the IRSA. It is of
particular significance that the entitlement of Family [A] (of which the
appellant is part) to the Estate under the IRSA (see [11] above) had entirely
changed from their entitlement under the 2018 SA. In contrast to the
arrangement under the 2018 SA, the IRSA provides for the reverse situation
whereby Family [B] would be first entitled to a payout from the Estate of an
agreed amount much more than the payout to Family [A] under the
2018 SA. There is no further provision for Family [A] under the IRSA, and
it would therefore appear that thereafter Family [A] would be paid the
remainder of the Estate in accordance with the 1995 Will.
47 As Mr Ong pointed out, the appellant had not provided any evidence
whatsoever that resembles loss occasioned to her as a result of the
publication of the Notices. It appears that in switching her agreed rights
under the 2018 SA by entering into the IRSA, she did not anticipate that
any significant depletion of moneys from the Estate would arise from such
publication. Based on the evidence before this court and the allegations that
she herself had made, it appeared that there was no basis for her claim in
Indonesia even if it was the appropriate forum on the basis that her tortious
claim was grounded in Indonesian law.
48 The appellant’s conduct in entering into the IRSA would be
inexplicable if she had genuinely believed that the publication of the
Notices had resulted in the surfacing of claims against the Estate by
prospective beneficiaries that would affect her entitlement under the
1995 Will. If the Indonesian Proceedings were bona fide and for her claim
to have any basis, she must herself have suffered loss, in that her entitlement
to the Estate would have been or could be impacted. The logical implication
would be that she believed claims arising from the publication of the
Notices would result in there being insufficient moneys to satisfy
Family [A]’s entitlement to US$87,175,000 under the 2018 SA. That
apparent belief is entirely inconsistent with her act of negotiating with the
other beneficiaries to enter into the terms of the IRSA, superseding those of
the 2018 SA, which required Family [B] to be paid out from the Estate
before Family [A] would receive any moneys at all from the Estate. Further,
the amount to be paid to Family [B] was very much more than
US$87,175,000. The fact that the appellant agreed to the IRSA suggested
that she believed that she would still be able to get moneys from the Estate
after Family [B] had received its share. This in turn reveals that her claim in
the Indonesian Proceedings was fanciful; it was cynically created and
pursued. The appellant is one of several beneficiaries under Family [A]. It is
telling that none of the other beneficiaries, whether belonging to Family [A]
or Family [B] or the unrepresented beneficiaries, had taken issue with the
publication of the Notices or brought suit against the respondents.
Bad faith in continuing with litigation in Indonesia

49 There is no evidence before the court as to when negotiations for the
IRSA commenced. However, it is clear that the appellant had chosen to
continue with the Indonesian Proceedings and maintain her position that
she would have suffered loss as a result of the publication of the Notices
even after she had entered into the IRSA in December 2019. In light of the
change in Family [A]’s entitlement under the IRSA, her conduct in insisting
on the continuation of the Indonesian Proceedings is unconscionable. If the
change in Family [A]’s entitlement under the IRSA coheres with her
contention that the Notices caused unknown beneficiaries to come forward
to make claims against the Estate thereby diminishing her entitlement
under the 1995 Will, we consider her changed entitlement under the IRSA a
new circumstance of her own creation. In doing so, she must have
knowingly put herself in a new position created to complain about a
violation she was previously not exposed to under the 2018 SA. In this
sense, her complaint is not bona fide, in that any loss she allegedly suffered
would have come after entering into the IRSA and could not have been
related to the publication of the Notices. The continuation of the
Indonesian Proceedings in light of the new circumstance (ie, the IRSA),
[2021] 2 SLR VKC v VJZ 773
particularly following the grant of ORC 212 that gave effect to the
substitution of the IRSA for the 2018 SA and the appointment of new
administrators to replace the respondents, all in all pointed to bad faith on
the part of the appellant.
50 Separately, as the Judge noted, the appellant did not disclose to the
Indonesian court that she had entered into the 2018 SA, much less file
a copy of the 2018 SA. She merely proceeded on the basis of her entitlement
under the 1995 Will. The appellant’s representation to the Indonesian court
gave the impression that she was entitled to 5% of the Estate under the
1995 Will. By doing so, the appellant was circumventing the substantive
agreement reached in the 2018 SA (and later, the IRSA) by claiming for her
initial entitlement under the 1995 Will. The assertion in her letter to the
District Court of Jakarta that the respondents had violated her subjective
rights as the legal beneficiary named in the 1995 Will was untrue in light of
the facts as this court knows them and of which the appellant was fully
aware. It cannot be disputed that the letter gave the misleading impression
that she was still entitled to those rights under the 1995 Will. The
appellant’s submission that this issue is for the Indonesian court to decide
misses the point, and more so given that the true state of affairs was not
even before the Indonesian court as a direct result of the appellant’s lack of
disclosure. Given that her rights under the 1995 Will had been altered by
the 2018 SA, it was incumbent on the appellant to place these facts before
the Indonesian court. Her failure to do so further suggested that the
Indonesian Proceedings had not been pursued in good faith and were
vexatious and oppressive.
Loss of juridical advantage and injustice to the appellant
51 We turn to the appellant’s submission that it would nevertheless be

unjust for an anti-suit injunction to be granted (Trane ([19] supra) at [53],
citing Dicey, Morris & Collins on The Conflict of Laws vol 1 (Lawrence
Collins gen ed) (Sweet & Maxwell, 14th Ed, 2006) at para 12-073). We
rejected it for two reasons. First, we did not agree with the appellant’s
argument that she would suffer material injustice if the anti-suit injunction
were granted. We have already highlighted the material flaws in her case.
Following from the first point, the second reason for this court to uphold
the grant of the anti-suit injunction was that there could be no legitimate
juridical advantage to speak of. The argument that the appellant had
a juridical advantage in the Indonesian court in relation to the substance of
the parties’ dispute which was unavailable to her under Singapore law was
a hollow one. As highlighted earlier, the juridical advantage can be said to
be hopelessly and cynically invoked and pursued. Having arrived at that
conclusion, we did not have to entertain arguments on the double
actionability rule.
Conclusion on vexatious and oppressive conduct

52 For the reasons stated, we upheld the continuation of the anti-suit
injunction against the appellant.
Whether the respondents could enforce clause 19

53 We now turn to the Judge’s decision to grant an anti-suit injunction
to the respondents who were not parties to the 2018 SA. As noted above, we
do not agree with the Judge’s reasoning in relation to the issue of whether
the respondents could enforce cl 19 by virtue of s 2 of the CRTPA.
54 The dispute as framed by the parties turned on whether cl 19 was a
term of the 2018 SA which purported to confer a benefit on the respondents
within the meaning of s 2(1)(b) of the CRTPA. However, both parties had
omitted to address the Judge on the anterior question of whether cl 19 as an
exclusive jurisdiction clause even came within the remit of the CRTPA. In
our view, the CRTPA does not permit a non-party to a contract to avail
itself of the terms of an exclusive jurisdiction clause in that contract, unless
the contract itself expressly provides to the contrary.
55 We set out the Judge’s reasoning which was as follows:
(a) The respondents were entitled to enforce cl 19 of the 2018 SA by
virtue of s 2(1)(b) of the CRTPA, as the clause purports to benefit the
respondents, such that they could obtain an anti-suit injunction.
(i) The plain and ordinary meaning of cl 19 of the SA was
inconclusive as to whether it purported to benefit the
respondents (HC Judgment ([1] supra) at [40]). However,
considering the 2018 SA as a whole, the beneficiaries had agreed
to submit all matters relating to the 2018 SA to the exclusive
jurisdiction of the Singapore courts. It could be seen from the
text and context of the 2018 SA that the beneficiaries clearly
envisaged that the respondents would be the ones bringing the
agreement into effect, particularly with reference to cll 2, 3 and 5
(HC Judgment at [41]–[45]).
(ii) The conflicts amongst the beneficiaries could not be neatly
demarcated from the conflicts involving the respondents, given
the centrality of the respondents to the operation of the
2018 SA. As such, the beneficiaries must have intended to bind
themselves not to commence proceedings against the
respondents in any other jurisdiction for matters falling within
cl 19 (HC Judgment at [46]– [49]).
(b) As the Indonesian Proceedings fell within the scope of cl 19, an
anti-suit injunction should be granted unless there was strong reason
not to so as to give effect to the contractual agreement in the 2018 SA.
[2021] 2 SLR VKC v VJZ 775
56 As stated, cl 19 is an exclusive jurisdiction clause and the real question

is whether such a clause is one that falls within the ambit of the CRTPA.
The Judge’s reasoning did not address this question because the parties
themselves did not make submissions on it.
57 The genesis of ss 2(1)(b) and 2(2) is found in ss 1(1)(b) and 1(2) of the
Contracts (Rights of Third Parties) Act 1999 (c 31) (UK) (the “UK Act”)
(see CLAAS Medical Centre Pte Ltd v Ng Boon Ching [2010] 2 SLR 386
at [30]; Singapore Parliamentary Debates, Official Report (5 October 2001)
vol 73 at col 2186 (S Jayakumar, Minister for Law)); as such, UK authorities
are relevant to the interpretation of s 2(1)(b) of the CRTPA. Sections 2(1)
and 2(2) of the CRTPA are in pari materia with ss 1(1) and 1(2) of the
UK Act. For reference, ss 2(1) and 2(2) of the CRTPA provide:
2.—(1) Subject to the provisions of this Act, a person who is not a party to a
contract (referred to in this Act as a third party) may, in his own right,
enforce a term of the contract if —
(a) the contract expressly provides that he may; or
(b) subject to subsection (2), the term purports to confer a benefit

on him.
(2) Subsection (1)(b) shall not apply if, on a proper construction of the
contract, it appears that the parties did not intend the term to be enforceable
by the third party.
58 The aim of the CRTPA is to enable the carrying out of the intention of
contracting parties to confer benefits on third parties (Singapore
Parliamentary Debates, Official Report (5 October 2001) vol 73 at col 2186
(S Jayakumar, Minister for Law)). This can also be seen clearly from
s 2(1)(b) of the CRTPA, which refers to the conferring of a benefit upon
a third party.
59 The CRTPA is silent on whether the statute would apply to exclusive

jurisdiction clauses. In contrast, s 9 of the CRTPA expressly applies where
a third party seeks to enforce a contractual term and the contracting parties
have agreed that disputes in relation to that term are subject to an
arbitration agreement. In that case, the third party is treated as a party to
the arbitration agreement for the purposes of the Arbitration Act (Cap 10,
2002 Rev Ed) and International Arbitration Act (Cap 143A, 2002 Rev Ed)
and the third party is also bound to make any claim in relation to that term
by means of arbitration proceedings. The silence in the CRTPA with regard
to exclusive jurisdiction clauses calls to mind the canon of construction
expresssio unius est exclusio alterius (the mention of one thing implies the
exclusion of the other). The statutory silence here is deliberate because
Parliament made a conscious determination to exclude exclusive
jurisdiction clauses from the ambit of s 2(1)(b) of the CRTPA. At this
juncture, we point out that the UK Act similarly addresses only arbitration
clauses in s 8 of the UK Act, and has no provision dealing with jurisdiction

clauses.
60 It is clear from our review of the legislative history of the UK Act that
exclusive jurisdiction clauses and arbitration agreements differ from the
usual category of terms that fall under s 1(1)(b) of the UK Act. An
arbitration clause in s 8 of the UK Act is a procedural right; it is not
a substantive right that falls under s 1(1)(b). By the same token, an exclusive
jurisdiction clause is not a substantive right within the meaning of s 2(1)(b)
of the CRTPA. In relation to arbitration agreements, the UK Act provides
at s 8:
8 Arbitration provisions.
(1) Where—
(a) a right under section 1 to enforce a term (‘the substantive term’)
is subject to a term providing for the submission of disputes to
arbitration (‘the arbitration agreement’), and
(b) the arbitration agreement is an agreement in writing for the
purposes of Part I of the Arbitration Act 1996,
the third party shall be treated for the purposes of that Act as a party to the
arbitration agreement as regards disputes between himself and the promisor
relating to the enforcement of the substantive term by the third party.
(2) Where—
(a) a third party has a right under section 1 to enforce a term
providing for one or more descriptions of dispute between the third
party and the promisor to be submitted to arbitration (‘the arbitration
agreement’),
purposes of Part I of the Arbitration Act 1996, and
(c) the third party does not fall to be treated under subsection (1) as
a party to the arbitration agreement,
the third party shall, if he exercises the right, be treated for the purposes of
that Act as a party to the arbitration agreement in relation to the matter with
respect to which the right is exercised, and be treated as having been so
immediately before the exercise of the right.
61 In Fortress Value Recovery Fund I LLC v Blue Skye Special

Opportunities Fund LP [2013] 1 WLR 3466 (“Fortress”), the appellants,
Mr Cerchione (“C”) and Mr D’Avanco (“D”), were the managers of an
investment structure, which was regulated by a deed of limited partnership
(“partnership deed”). C and D were not parties to the partnership deed, but
the terms of the deed purported to confer rights upon them. Clause 17.11 in
the partnership deed required any dispute concerning the deed to be settled
by arbitration; whilst cl 17.2.1 was an exclusion clause. When claims were
later brought against C and D, they applied for a stay of those claims in
[2021] 2 SLR VKC v VJZ 777
favour of arbitration, arguing that they were entitled to rely on the

arbitration clause pursuant to the UK Act. They argued that the dispute had
to be resolved by arbitration because they would be relying on the exclusion
clause in their defence to the claims, and their right to rely on that clause
was subject to the dispute being arbitrated.
62 Tomlinson LJ, who delivered the leading judgment of the court, drew
a distinction between a situation where proceedings were being brought by
C and D, as opposed to when they were defending such claims. His Lordship
opined that s 8(1) of the UK Act applies only to disputes relating to the
enforcement of the particular substantive term of which the third party has
the benefit. Where a third party brings proceedings to enforce a substantive
right conferred on him under the contract, he would be bound by the
requirement to bring the dispute to arbitration (at [29]–[30]). But very clear
language would be required to find that the right of a third party to avail
himself of the defence of an exclusion clause is subject to the dispute being
brought in arbitration (at [36]). Separately, s 8(2) also did not assist C and
D. The subsection would only be applicable where the contract on its true
construction gives a third party a right to arbitrate, but cl 17.11 was not
such a clause (at [31]).
63 Drawing from the explanatory notes to s 8 of the UK Act (cited at [69]
below), Toulson LJ, agreeing with Tomlinson LJ, opined that s 8(1) of the
UK Act envisages a situation where a contract contains a promise by the
promisor (“P”) to confer a conditional benefit on a third party (“T”), that
being an enforceable substantive right, subject to a procedural condition that
T may enforce it only by arbitration. In such a case, T would be treated as a
party to the arbitration agreement in relation to the enforcement of the said
benefit (at [42]). Toulson LJ explained s 8(2) as follows. The situation
envisaged in the subsection is one where a term of the contract gives a
unilateral right to T to require that a dispute with P of an identified
description (eg, a claim in tort) be submitted to arbitration (at [44]).
Section 8(2) therefore allows for P to give T an enforceable procedural right
(at [45]). Toulson LJ rejected C and D’s argument that they were entitled to
a stay of proceedings on the basis that they could only advance the
contractual defence in arbitration proceedings, as that would convert the
procedural qualification of a substantive right given to them by the contract
into a positive procedural right (at [53]).
64 What is of note from Fortress is that s 8(1) of the UK Act sets out
a procedural qualification to the enforcement of a substantive right. Thus,
the party seeking to rely on s 8 has to show that it has such a substantive
right to enforce. The position is similar under the CRTPA, as s 9 of the
CRTPA refers to the enforcement of “a right under section 2”. For

reference, we set out s 9 of the CRTPA:
9.—(1) Where —
(a) a right under section 2 to enforce a term (referred to in this
section as the substantive term) is subject to a term providing for the
submission of disputes to arbitration (referred to in this section as the
arbitration agreement); and
purposes of the Arbitration Act (Cap. 10) or Part II of the International
Arbitration Act (Cap. 143A),
the third party shall be treated for the purposes of the Arbitration Act or the
International Arbitration Act, as the case may be, as a party to the arbitration
agreement as regards disputes between himself and the promisor relating to
the enforcement of the substantive term by the third party.
(2) Where —
(a) a third party has a right under section 2 to enforce a term
providing for one or more descriptions of dispute between the third
party and the promisor to be submitted to arbitration (referred to in
this section as the arbitration agreement);
purposes of the Arbitration Act or Part II of the International
Arbitration Act; and
(c) the third party does not fall to be treated under subsection (1) as
a party to the arbitration agreement,
the third party shall, if he exercises the right, be treated for the purposes of
the Arbitration Act (Cap. 10) or the International Arbitration Act
(Cap. 143A), as the case may be, as a party to the arbitration agreement in
relation to the matter with respect to which the right is exercised, and be
treated as having been so immediately before the exercise of the right.
[emphasis added]
65 Thus, even if jurisdiction clauses had been provided for in the manner
that arbitration clauses are, the CRTPA would nevertheless not assist the
respondents. There is no substantive right to speak of here. Like C and D in
Fortress seeking a stay of proceedings against them on the basis of the
arbitration clause in the partnership deed, the respondents in this case,
having been sued in Indonesia, seek an injunction against the appellant in
relation to the Indonesian Proceedings by relying on cl 19. We assume, for
the sake of argument, that the 2018 SA could be said to have conferred a
substantive right on the respondents subject to the requirements stipulated
under cl 19. However, even then in a situation where proceedings were
brought against them, they would not have had a right to insist on the
claims being brought in a particular jurisdiction. Allowing them to do so
would be enabling them to enforce a procedural right, which would only be
[2021] 2 SLR VKC v VJZ 779
available to them if a clause conferred upon them an enforceable

substantive right, akin to the application of s 9(1) of the CRTPA (in the
context of arbitration). No such clause conferring upon the respondents
a substantive right existed in the 2018 SA.
66 We next turn to the legislative history of the UK Act. The question of
whether the benefit of jurisdiction clauses and arbitration clauses should be
conferred upon third parties was addressed in Law Commission Report
No 242 in relation to the UK Act (see United Kingdom Law Commission,
Privity of Contract: Contracts for the Benefit of Third Parties Report No 242
(31 July 1996) (“Law Commission Report”)). The eventual recommendation
was for these clauses to fall outside the proposed reforms. This
recommendation was made on the basis that “such agreements cannot
operate satisfactorily unless any entitlement of the third party to enforce the
arbitration agreement carries with it a duty on the third party to submit to
arbitration (or to comply with the jurisdiction agreement)”. This was
incompatible with the proposed reforms which were concerned with the
conferring of rights and benefits on third parties but not with the
imposition of duties and burdens (at para 14.15).
67 When the bill was first introduced in the House of Lords, it did not
contain any provision as to jurisdiction or arbitration clauses. Eventually,
s 8 of the UK Act was introduced by way of Government amendment at the
Report Stage in the House of Commons in October 1999 (see Nisshin
Shipping Co Ltd v Cleaves & Co Ltd [2003] EWHC 2602 (Comm) at [36],
referencing Andrew Burrows, “The Contracts (Rights of Third Parties) Act
1999 and its Implications for Commercial Contracts” [2000] LMCLQ 540).
As such, the Law Commission Report would not aid in the interpretation of
s 8 and we look instead to the explanatory notes to the UK Act.
68 It is apparent that the UK Act both: (a) specifically confers on third
parties the benefit of being able to enforce arbitration agreements, despite
the concerns stated in the Law Commission Report; and (b) is silent on
exclusive jurisdiction clauses.
69 The explanatory notes to s 8 of the UK Act state (at para 34):
34 Subsection (1) deals with what is likely to be the most common
situation. The third party’s substantive right (for example, to payment by the
promisor) is conferred subject to disputes being referred to arbitration (see
section 1(4)). This section is based on a ‘conditional benefit’ approach. It
ensures that a third party who wishes to take action to enforce his substantive
right is not only able to enforce effectively his right to arbitrate, but is also
‘bound’ to enforce his right by arbitration (so that, for example, a stay of
proceedings can be ordered against him under section 9 of the Arbitration
Act 1996). This approach is analogous to that applied to assignees who may
be prevented from unconscionably taking a substantive benefit free of its
procedural burden (see, for example, DVA v Voest Alpine, The Jaybola [1997]
2 Lloyd’s Rep 279). ‘Disputes …. Relating to the enforcement of the
substantive term by the third party’ is intended to have a wide ambit and to
include disputes between the third party (who wishes to enforce the term)
and the promisor as to the validity, interpretation, existence or performance
of the term; the third party’s entitlement to enforce the term; the jurisdiction
of the arbitral tribunal; or the recognition and enforcement of an arbitration
award. But to avoid imposing a ‘pure’ burden on the third party, it does not
cover, for example, a separate dispute in relation to a tort claim by the
promisor against the third party for damages.
35. Subsection (2) is likely to be of rarer application. It deals with
situations where the third party is given a right to arbitrate under section 1
but the ‘conditional benefit’ approach underpinning subsection (1) is
inapplicable. For example, where the contracting parties give the third party
a unilateral right to arbitrate or a right to arbitrate a dispute other than one
concerning a right conferred on the third party under section (1). To avoid
imposing a pure burden on the third party (in a situation where, for example,
the contracting parties give the third party a right to arbitrate a tort claim
made by the promisor against the third party) the subsection requires the third
party to have chosen to exercise the right. The timing point at the end of the
subsection is designed to ensure that a third party who chooses to exercise his
right to go to arbitration by, for example, applying for a stay of proceedings
under section 9 of the Arbitration Act 1996, can do so. Under section 9 of the
Arbitration Act 1996, the right to apply for a stay of proceedings can only be
exercised by someone who is already a party to the arbitration agreement.
[emphasis added]
70 Section 9 of the CRTPA is materially similar to s 8 of the UK Act, and
the explanatory notes would therefore also be helpful as a reference point.
Unlike in respect of arbitration agreements, there is no subsection
conferring the benefit of exclusive jurisdiction clauses on third parties. As
alluded to above in our discussion of Fortress, s 8(1) relates to a situation
where the benefit of a contractual term is conferred on a third party to the
contract, the exercise of which benefit is subject to a procedural
qualification to do so by arbitration. Section 8(2) relates to a different
situation in which the right to arbitrate is conferred on the third party. The
explanatory notes thus make it clear as to how arbitration clauses are meant
to fall within the scope of the UK Act, but make no mention of jurisdiction
clauses. The same analysis would apply to the CRTPA. More crucially, the
legislative history of the UK Act (upon which the CRTPA was modelled)
shows a specific omission to address the issue of exclusive jurisdiction
clauses, following extensive discussion of the difficulties surrounding it. In
contrast, provisions were specifically drafted in the UK Act and the CRTPA
to address the issue of arbitration clauses.
71 Finally, we considered the Hong Kong Contracts (Rights of Third
Parties) Ordinance (Cap 623) (Hong Kong) (“Hong Kong Ordinance”). In
the consultation paper (September 2005) prepared by the Law Reform
Commission of Hong Kong, the Commission considered the positions
taken by the UK and Singapore in relation to arbitration agreements and
[2021] 2 SLR VKC v VJZ 781
exclusive jurisdiction clauses. It considered that both jurisdictions did not

provide specifically for exclusive jurisdiction clauses. The Commission
considered that it would be undesirable to leave the issue in relation to
exclusive jurisdiction clauses open. The Hong Kong Ordinance therefore
explicitly addresses the application of the ordinance to exclusive
jurisdiction clauses (at s 13). Whilst not determinative, the approach taken
in Hong Kong further supports our conclusion that the absence in the
CRTPA of any section dealing with exclusive jurisdiction clauses indicates
that third parties cannot rely on the CRTPA to enforce such clauses.
72 Our analysis and conclusion that s 2(1)(b) of the CRTPA does not
apply to exclusive jurisdiction clauses is thus borne out by the policy
intention behind the drafting of the CRTPA, as well as the legislative history
of the UK Act. If parties desire to address the issue when drafting
a prospective contract, the legal solution may, arguably, reside in either
s 2(1)(a) or 2(3) of the CRTPA.
73 Besides the CRTPA, there appears to be another route whereby a non-
party may seek to invoke the exercise of the court’s equitable jurisdiction as
explained in Hai Jiang 1401 Pte Ltd v Singapore Technologies Marine Ltd
[2020] 4 SLR 1014 (“Hai Jiang 1401”) at [81]. We say no more since the
Judge did not deal with Hai Jiang 1401. Neither was the decision fully
ventilated in this appeal. As Quentin Loh J (as he then was) observed, this is
a complex and developing area of anti-suit injunction law that tests the
boundaries of the effect of exclusive forum clauses on non-parties.
Conclusion
74 We dismissed the appeal on 11 March 2021 for the reasons set out in
detail above. At the conclusion of the hearing, we ordered costs fixed at
$25,000 to be paid by the appellant to the respondents. The usual
consequential orders applied.
Reported by Chong Yun Ling.

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[2021] 2 SLR 0753.

fm Page 753 Monday, September 27, 2021 10:57 AM

[2021] 2 SLR SINGAPORE LAW REPORTS 753

Court of Appeal — Civil Appeal No 102 of 2020

754 SINGAPORE LAW REPORTS [2021] 2 SLR

Proceedings. On 24 March 2020, the respondents filed their application for an

Held, dismissing the appeal:

[2021] 2 SLR VKC v VJZ 755

756 SINGAPORE LAW REPORTS [2021] 2 SLR

[2021] 2 SLR VKC v VJZ 757

[2020] SGHCF 11 (the “HC Judgment”), granting an anti-suit injunction

Background to the anti-suit injunction application and the underlying

758 SINGAPORE LAW REPORTS [2021] 2 SLR

settlement was reached. All 15 beneficiaries duly executed a settlement

[2021] 2 SLR VKC v VJZ 759

respective jurisdictions), in accordance with the Settlement Agreement

9 On 13 June 2019, the respondents published notices in two

760 SINGAPORE LAW REPORTS [2021] 2 SLR

Dated this 13th day of June 2019

[VJZ] and [VKA]

[2021] 2 SLR VKC v VJZ 761

decision to press on with the proceedings in Indonesia after entering into

Overview of the applicable principles for the grant of an anti-suit

762 SINGAPORE LAW REPORTS [2021] 2 SLR

[2021] 2 SLR VKC v VJZ 763

based on the application of foreign law to the substance of the parties’

The foreign proceedings are otherwise vexatious or oppressive

764 SINGAPORE LAW REPORTS [2021] 2 SLR

expression “the more appropriate forum”). Second, he held that the

25 We summarise the Judge’s main reasons for concluding that

(c) Third, although Indonesian law as the governing law of the

[2021] 2 SLR VKC v VJZ 765

nevertheless chosen to submit all the disputes relating to the 2018 SA

Connections to relevant events and transactions

766 SINGAPORE LAW REPORTS [2021] 2 SLR

Place of the tort

[2021] 2 SLR VKC v VJZ 767

Governing law of the dispute

768 SINGAPORE LAW REPORTS [2021] 2 SLR

necessary to appoint and recognise the respondents as the administrators/

Vexatious or oppressive to the respondents and injustice to the appellant

[2021] 2 SLR VKC v VJZ 769

claim in tort in the Indonesian Proceedings was not actionable in Singapore

770 SINGAPORE LAW REPORTS [2021] 2 SLR

subjected to oppressive procedures in the foreign court; bad faith in the

Indonesian Proceedings were hopeless as they were bound to fail

[2021] 2 SLR VKC v VJZ 771

46 After the commencement of the Indonesian Proceedings, at which

772 SINGAPORE LAW REPORTS [2021] 2 SLR

Bad faith in continuing with litigation in Indonesia

[2021] 2 SLR VKC v VJZ 773

Loss of juridical advantage and injustice to the appellant

51 We turn to the appellant’s submission that it would nevertheless be

774 SINGAPORE LAW REPORTS [2021] 2 SLR

Conclusion on vexatious and oppressive conduct

Whether the respondents could enforce clause 19

[2021] 2 SLR VKC v VJZ 775

56 As stated, cl 19 is an exclusive jurisdiction clause and the real question

(a) the contract expressly provides that he may; or