Transpac Investments Limited v TIH Limited

Case Significance

Transpac Investments Ltd v TIH Ltd [2024] SGHC(I) 23 was decided by Sir Henry Bernard Eder IJ in the Singapore International Commercial Court in Originating Application No 8 of 2023, heard over 27-31 May and 3 and 5 June 2024 with judgment reserved and delivered on 20 August 2024. The claimant, Transpac Investments Limited (TIL), is an investment holding company incorporated in the British Virgin Islands which owns a 10.17% stake in the defendant, TIH Limited (TIH), an investment fund company listed on the Singapore Exchange. Investment and fund management services were previously provided to TIH by Transpac Capital Pte Ltd (TCPL), whose arrangements with TIH were due to expire on 31 December 2015 and were addressed by a Deed of Termination dated 30 December 2013; TCPL was put into members' voluntary liquidation on 28 November 2016 and dissolved on 18 January 2024. Since 2014, TIH's investment manager has been TIH Investment Management Pte Ltd (TIHIM).

As set out in the judgment, the suit involves a dispute over a sum of US$10 million originally deposited by TIL into a bank account (the Bond Account) at Bank Pictet & Cie (Asia) Ltd pursuant to a Deed of Agreement dated 30 December 2013 between TIL and TIH (the Bond Deed), the broad purpose of the deposit being to cover potential contingencies. The catchwords identify the issues as estoppel and the duty to speak in equity, express and implied contractual terms, and limitation of actions for a cause of action in contract, with the Limitation Act among the statutes engaged. FC Legal Asia LLC, including Foo Maw Shen, acted for the claimant, while PK Wong & Nair LLC, including Nair Suresh Sukumaran, acted for the defendant.