Alphard Maritime Ltd v Samson Maritime Ltd and others [2025] SGHC 154
THE AUTHORS:
Joel Ko, Graduate from Singapore Management University (“SMU”)
Justinian Tan, Undergraduate at Singapore Management University (“SMU”)
In Alphard MaritimeLtd v Samson Maritime Ltd and others [2025] SGHC 154 (“Alphard”), the Singapore High Court (“SGHC”) recognised the court’s power to grant a Mareva Injunction against non-parties for Singapore-seated arbitrations. The SGHC’s decision serves to further expand the bounds of Singapore’s pro-arbitration stance. In doing so, the Court restated the jurisdictional rules for granting interim relief and provided arbitration-specific factors that Singapore courts will consider when exercising jurisdiction.
Facts
The proceedings arose out of an alleged settlement agreement between Alphard Maritime Ltd (“Claimant”) and Samson Maritime Limited (“Samson”) and its wholly-owned subsidiary Underwater Services Company Limited (“Underwater”). According to the Claimant, the settlement agreement required Samson and Underwater to execute the sale and purchase agreements of certain assets to the Claimant. However, Samson and Underwater allegedly reneged on the deal and sold some of these assets to a third-party – J M Baxi Marine Services Private Limited (“Baxi”). Upon discovering the purported breach of the settlement agreement, the Claimant commenced arbitration proceedings against Samson under the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (2022) (“SCMA Arbitration”).
In support of the SCMA Arbitration, the Claimant applied to the SGHC for two interim injunctions:
- a worldwide freezing injunction against Samson and Underwater; and
- a prohibitory injunction restraining Baxi and the remaining defendants to the action from assisting in or facilitating the dissipating of or dealing with any of Samson’s and Underwater’s assets worldwide.
These injunctions were granted by the SGHC ex parte and without notice on 30 April 2025.
First, Samson argued that there was no real risk of dissipation justifying the grant of the worldwide freezing injunction. Second, Baxi argued that the prohibitory injunction effectively stops them from dealing with their own property when there is no proprietary claim or other basis for such restraint, and that the court had no jurisdiction over non-parties in the position of Baxi. The SGHC found that there was no real risk of dissipation as against Samson, thus the injunctions against both Samson and Baxi could be set aside on this basis. Nevertheless, the court provided further comments in relation to the prohibitory injunction against Baxi.
No Real Risk of Dissipation of Assets
The Claimants raised three alleged acts of dissipation. First, Samson’s sale of some of the assets to Baxi that were the subject matter of the settlement agreement. However, since these transactions were done so for value, the SGHC held that it was not considered an act of dissipation. Secondly, the advance repayment to the banks and award creditors of Samson. But these were not considered dissipation since they reduced liabilities. Lastly, the sale of property in India. This was also rejected since there was no suggestion that the aforementioned property was sold at an undervalue or that the proceeds did not go towards debt repayment.
Two additional factors were noted to weigh against there being a real risk of dissipation. First, the Claimant had been Samson’s creditor for two years before the settlement agreement. However, there was no legal action taken to protect its interests, suggesting that the Claimant themselves did not consider there to be a real risk of dissipation of the assets. Secondly, there was also no dishonesty on Samson or Underwater’s part, given that the transactions (a) only arose on the assumption that Alphard was not proceeding with the purchase; and (b) the eventual transaction between Samson and Baxi was publicly available in corporate filings.
Ultimately, the court set aside the injunction against Samson (and by extension Baxi), further noting that Samson’s conduct of selling their assets were meant to reduce debts and not for dissipation.
The Court’s Jurisdiction Against Third-parties
Given that there was no real risk of dissipation, the prohibitory injunction against Baxi was also discharged. The SGHC then made several further points regarding non-parties to arbitration. First, non-parties may potentially be liable for contempt of court if found to have assisted with a breach of an injunction. Secondly, a prohibitory injunction against a non-party goes beyond merely restraining assistance in a breach, but also restrains the non-party from asserting their own contractual rights and claims. Thirdly, for an interim injunction to be issued in support of foreign proceedings, the court must have in personam jurisdiction over the defendant to the application (see Bi Xiaoqiong (in her personal capacity and as trustee of the Xiao Qiong Bi Trust and the Alisa Wu Irrevocable Trust) v China Medical Technologies, Inc (in liquidation) and another [2019] 2 SLR 595), and this entails determining whether Singapore is the appropriate court to hear the matter. Lastly, how an interim injunction against a non-party to the arbitration could be effected.
Regarding the last point in the preceding paragraph, the SGHC noted the power of Singapore courts to grant such interim relief stems from section 12A of the International Arbitration Act (“IAA”). However, the exercise of this power is still subject to Singapore being the appropriate court to seek relief against any non-party to the arbitration. Jeyaretnam J set out a few possible situations that would qualify:
- where the non-party is a party to the arbitration agreement even though not to the arbitration itself;
- where the non-party holds or controls assets within the jurisdiction for which there is a good arguable case that those assets belong beneficially to a party to the arbitration; or
- where the non-party is a corporate entity within the jurisdiction that is owned by a party to the arbitration such that dissipation of that entity’s assets would in effect be dissipation of value otherwise available for the satisfaction of any eventual award against the party to the arbitration.
Nevertheless, since the situation did not involve any of these three situations, the prohibitory injunction against Baxi, the non-party to arbitration, was set aside on the basis that Singapore courts do not have jurisdiction over Baxi.
Commentary
The significance of Alphard lies in the SGHC’s exposition of the principles governing jurisdiction and injunctions involving non-parties to arbitration.
First, the SGHC considered in obiter whether it had in personam jurisdiction over a non-party to the arbitration proceeding for the purposes of service out of jurisdiction, specifically whether the “appropriate court” ground is fulfilled. The SGHC reaffirmed that Singapore courts are traditionally considered the appropriate forum for parties to a Singapore-seated arbitration. To supplement this, Jeyeretnam J identified the above bases for Singapore to be considered an appropriate court in the arbitration context.
These bases present a noteworthy development as they appear to go beyond the conventional Spiliada analysis applied in JIO Minerals FZC and others v Mineral Enterprises Ltd [2011] 1 SLR 391 (“JIO Minerals”). There, the Singapore Court of Appeal (“SGCA”) focused on connecting factors specifically relating to the parties and their dispute such as: personal connections; connections to events and transactions; the governing law; other proceedings and the shape of the litigation. In contrast, the SGHC in Alphard identified factors directed at the dissipation of assets in the arbitral context where the assets are held by a non-party to the arbitration.
It remains to be seen whether these factors are intended to fall within the existing framework in JIO Minerals, or whether they are meant to be confined to its specific context. Preliminarily, the factor of “connections to events and transactions” appears broad enough to accommodate the factors introduced in Alphard. If so, Alphard would not be introducing a radical new test, rather providing factors to show how the existing established factors should apply in the arbitral context.
Nevertheless, the SGHC’s approach in Alphard has practical implications for parties seeking interim relief from Singapore courts in support of arbitration. By taking a more flexible approach towards the traditional Spiliada analysis, this suggests a potentially lowered threshold to satisfy for the “appropriate court” ground for service out of jurisdiction, even against a non-party to the arbitration. Broadly, this bolsters Singapore’s ambition to become an international dispute-resolution hub.
Secondly, the SGHC also appeared to have extended the applicability of Chabra injunctions to Singapore-seated arbitrations. Chabra injunctions are issued when a claimant seeks a Mareva injunction against a non-party whom it believes holds property that is beneficially owned by a defendant to an action. The practical effect is to prevent a defendant from frustrating a potential judgment against them by transferring their assets to a third party, impeding a claimant from enforcing any potential judgment.
While Chabra injunctions have been recognised by Singapore courts ever since the decision of Teo Siew Har v Lee Kuan Yew [1999] 3 SLR(R) 410, the Alphard decision is, to the authors’ knowledge, one of the few Singaporean cases to address Chabra injunctions under the auspices of the IAA.
While this prevents enforcement respondents from dissipating their assets through separate corporate vehicles, it carries a risk of overreach, especially when such injunctions are used for coercive purposes against peripheral non-parties rather than to preserve assets for future enforcement.
Now, the Alphard decision appears to have added another weapon in the Singapore court’s arsenal for granting interim relief in support of arbitrations. The SGHC has, in obiter, alluded to the availability of Chabra injunctions against non-parties, subject to the requirement that Singapore is the appropriate court. Taken together with the introduction of the arbitration-specific bases, these developments provide more robust relief, albeit requiring careful oversight given the implications on non-parties. By affording greater protection to parties in arbitrations, Singapore once again showcases its pro-arbitration stance as it seeks to reinforce its position as an international dispute resolution hub.
ABOUT THE AUTHORS
Joel Ko is a recent graduate from Singapore Management University Yong Pung How School of Law, with a keen interest in arbitration and technology law. He has had multiple publications in these areas spanning various jurisdictions.
Justinian Tan is an undergraduate at Singapore Management University Yong Pung How School of Law. He has a strong interest in dispute resolution and has gained exposure by participating in the FDI Investment Arbitration Moot and undertaking internships with dispute resolution teams such as HFW and Dentons Rodyk. Justinian also has a sustained interest in private international law.
*The views and opinions expressed by authors are theirs and do not necessarily reflect those of their organizations, employers, or Daily Jus, Jus Mundi, or Jus Connect.
