1 The present case concerns two applications made in relation to a Mareva injunction I granted on 14 November 2023 (the “Mareva Order”). The defendant applied to set aside the Mareva Order in HC/SUM 995/2024 (“SUM 995”). Separately, the claimant applied for various disclosure orders and variation of certain terms of the Mareva Order in HC/SUM 391/2024 (“SUM 391”).

2 After considering the parties’ submissions, I granted the claimant’s application and dismissed the defendant’s application. The defendant has filed an appeal against my decision in SUM 995, and is seeking permission to appeal against my decision in SUM 391. I now give the reasons for my decision.

3 The claimant is Jonathan John Shipping Ltd (the “Claimant”), a company incorporated in the Marshall Islands, and the registered owner of the Aegean Express, a ship sailing under the flag of Panama (the “Vessel”). ¹

4 The defendant is Continental Shipping Line Pte Ltd (the “Defendant”), a company incorporated in Singapore. ² The Defendant primarily operates a “feeder service for carriage of cargo between Singapore and Myanmar”. ³ The Defendant is owned by U Ko Ko Htoo, also known as Ko Ko Htoo (“Ko”), a Myanmar national residing in Singapore. ⁴ Ko is the sole director and shareholder of the Defendant. ⁵

5 On 23 November 2020, the parties entered into an agreement whereby the Claimant chartered the Vessel to the Defendant until the beginning of April 2022 (the “Charterparty”). ⁶ It was agreed that there would be no dry-docking of the Vessel during the currency of the Charterparty except in cases of emergency. ⁷

6 On 21 February 2022, the parties purportedly agreed to an addendum titled “Addendum No 3” (the “Addendum” or “Addendum No 3”). ⁸ It is to be noted that the authenticity of Addendum No 3 remains contested by the Defendant. ⁹ Under the Addendum, the Charterparty was extended for another 36–39 months from 1 April 2022. ¹⁰ No dry-docking would apply during the duration of the Charterparty, except in the case of emergency or the next scheduled dry-docking due on 10 November 2022. ¹¹ Addendum No 3 also provided that the Vessel was to be dry-docked at a “convenient yard in China” and that the Charterers would position the Vessel “within [the] Singapore/Hong-Kong range” between 15 October 2022 and 1 November 2022. ¹²

7 On 29 June 2022, the Claimant sent an e-mail to the Defendant, informing them that the Vessel had been arranged for dry-docking, and requesting that the Defendant release the Vessel for dry-docking purposes. ¹³ The e-mail further stated that the estimated duration of repairs would be around 25–30 days. ¹⁴

8 The Vessel was delivered in Singapore to the Claimant for dry-docking on 15 October 2022. ¹⁵ It entered dry-dock at Guangzhou, China on 13 November 2022, following delays due to “a typhoon affecting the whole Hong Kong and Guangzhou area, Covid regulations and bad weather”. ¹⁶ Subsequently, on 15 November 2022, the Claimant notified the Defendant that extensive repair works had to be carried out on the Vessel, which would delay the return of the Vessel to the Defendant’s service until 5 January 2023. ¹⁷

9 Repair works on the Vessel were delayed for various reasons. ¹⁸ On 9 January and 13 January 2023, the Claimant sent e-mails notifying the Defendant that the Vessel would be delivered on or about 2 February 2023. ¹⁹ On 17 January 2023, the Defendant sent the Claimant an e-mail in which they sought to terminate the Charterparty. ²⁰

10 On 1 February 2023, the Claimant commenced arbitration proceedings against the Defendant in London (“the Arbitration Proceedings”) in accordance with the London Maritime Arbitrators Association’s Terms and Procedures 2021 (“LMAA Terms”). ²¹ The Claimant alleged that it suffered loss and damage amounting to an estimated sum of US$22,573,870.33 owing to the Defendant’s wrongful termination of the Charterparty. ²² In response, the Defendant argued that it was entitled to terminate the Charterparty, and brought a counterclaim for damages totalling US$472,886.80. ²³

11 On 10 November 2023, the Claimant filed an application without notice in HC/SUM 3468/2023 (“SUM 3468”) seeking interim relief in support of the Arbitration Proceedings, pursuant to s 12A of the International Arbitration Act 1994 (2020 Rev Ed) (the “IAA”). The Claimant sought a worldwide Mareva injunction prohibiting the disposal of assets by the Defendant, up to a total sum of US$22,573,870.33. I granted the Mareva Order on 14 November 2023.

12 On 13 February 2024, the Claimant filed an application for various disclosure orders to be made against the Defendant, and variation of certain terms of the Mareva Order (SUM 391). Separately, on 15 April 2024, the Defendant filed an application to set aside the Mareva Order (SUM 995).

13 After considering the parties’ submissions, I granted the Claimant’s application in SUM 391 and dismissed the Defendant’s application in SUM 995. I begin with my reasons for dismissing the Defendant’s application to set aside the Mareva Order.

14 The Defendant argued that the Mareva Order ought to be set aside for the following reasons:

(a) First, the court did not have power to grant the Mareva Order, pursuant to s 12A of the IAA. ²⁴

(b) Second, the Claimant did not have a good arguable case on the merits. ²⁵

(c) Third, the Claimant could not show a real risk of dissipation of the Defendant’s assets. ²⁶

(d) Fourth, the Mareva Order was sought by the Claimant in an abuse of process, as (i) there was an inexplicable delay in bringing the application; ²⁷ and (ii) the Claimant failed to give full and frank disclosure in its application without notice. ²⁸

15 I found that none of the aforementioned grounds were made out. I address each in turn.

16 Under s 12A(6) of the IAA, the court may grant a Mareva injunction in support of arbitral proceedings “only if or to the extent that the arbitral tribunal, and any arbitral or other institution or person vested by the parties with power in that regard, has no power or is unable for the time being to act effectively”. I accepted the Claimant’s expert evidence that the relevant arbitral tribunal, being seated in London and constituted pursuant to the LMAA Terms, had no power to grant interim injunctive relief. ²⁹ Accordingly, the court had power to grant the Mareva Order in SUM 3468.

17 The principles governing the grant of Mareva injunctions are well established. Per Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal [2015] 5 SLR 558 (“Bouvier”) at [36], the claimant must satisfy the court that there is: (a) a good arguable case on the merits of the claimant’s case; and (b) “a real risk that the defendant will dissipate his assets to frustrate the enforcement of an anticipated judgment of the court”.

18 The threshold of a good arguable case is low; it merely requires a case “more than barely capable of serious argument” (Bouvier at [36]). Parties were in agreement that the merits of the Claimant’s claim turned on whether the Defendant had a lawful right to terminate the Charterparty on 17 January 2023. ³⁰ In other words, the Defendant had to definitively show that it had a lawful right of termination, failing which, the Claimant would have an arguable case on the merits. On the evidence, I found that the Defendant could not definitively show that it had a lawful right of termination. For this reason, I was satisfied that the Claimant had crossed the threshold of a good arguable case.

19 First, I address the Defendant’s claim that it had a contractual right of termination. ³¹ Clause 79 of the Charterparty provided, inter alia, for a right of termination to arise in the event that the Vessel was off-hire for one continuous period of more than 25 days, excluding time spent for “mutually agreed dry-docking”: ³²

20 I noted that Clause 79 appeared to have been deleted by way of Addendum No 3. ³³ This deletion was disputed by the Defendant, which challenged the authenticity of the Addendum altogether. ³⁴ I found this to be a matter best reserved for determination by the relevant arbitral tribunal.

21 At the present stage, assuming that Clause 79 remained in effect, it sufficed for me to find that there was some objective evidence of mutual agreement on dry-docking arrangements (see JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others [2018] 2 SLR 159 (“JTrust Asia”) at [41]–[45]), which called into question the existence of the Defendant’s contractual right of termination. On the facts, I found that there was sufficient objective evidence. First, the Claimant adduced evidence wherein an employee of the Defendant appeared to have approved a draft of the Addendum. ³⁵ The Defendant’s retention of control over the Vessel up till 15 October 2022 further supported the existence of the Addendum – without this Addendum, the Charterparty ought to have lapsed in April 2022 (see [5] above). Second, the Defendant had delivered the Vessel for dry-docking on 15 October 2022. There was no reason for the Defendant to do so in the absence of mutual agreement on dry-docking arrangements.

22 Secondly, I turn to address the Defendant’s claim that it had a common law right of termination, ³⁶ which arose as a result of the Claimant’s repudiatory breach of the Charterparty. ³⁷ Here, the Defendant argued that the Claimant’s failure to “complete [dry-docking] and redeliver the Vessel within a reasonable time” constituted a repudiatory breach of the Charterparty. ³⁸ However, I found that there was insufficient evidence to conclusively establish that the Claimant had committed a repudiatory breach of the Charterparty, for the following reasons:

(a) First, there was no evidence that parties had agreed on the duration of the Vessel’s dry-docking. I accepted the Claimant’s argument that the email sent on 29 June 2022 merely contained an estimated duration for the repairs. ³⁹

(b) Secondly, the duration of the delay could not have been said to be conclusively “unreasonable”. The Vessel was off-hire for a period of three and a half months, between the Defendant’s delivery of the Vessel on 15 October 2022 and the Claimant’s promised redelivery on 2 February 2023. Given the context of a multi-year Charterparty, such a delay might not be considered unreasonable. Crucially, the Claimant had informed the Defendant of the expected delays via e-mail on three separate occasions – on 15 November 2022, ⁴⁰ 9 January 2023, ⁴¹ and 13 January 2023. ⁴² The Defendant did not reply to any of these emails to express any objection or dissatisfaction. ⁴³ The Defendant’s failure to raise timely objections to the delay contradicted its own position that the “Defendant would not have agreed to an indefinite withdrawal of its only Chartered Vessel from service”. ⁴⁴

23 For the above reasons, I found that the Defendant could not conclusively demonstrate that it had a lawful right of termination, whether in contract or at common law. Accordingly, I found that the Claimant had a good arguable case on the merits.

24 I turn to the second element of the test in Bouvier, which requires the claimant to establish a real risk that the defendant’s assets may be dissipated to frustrate the enforcement of an anticipated judgment (Bouvier at [36]). In this regard, there must be “solid evidence” to demonstrate the risk of dissipation (Bouvier at [36], citing Guan Chong Cocoa Manufacturer Sdn Bhd v Pratiwi Shipping SA [2003] 1 SLR(R) 157 (“Guan Chong”) at [18]).

25 Before turning to my assessment of the risk of dissipation, I briefly address two preliminary arguments raised by the Defendant. First, the Defendant challenged the reliability of three investigation reports adduced by the Claimant in SUM 3468 (collectively, “the Reports”). ⁴⁵ These were the two reports prepared by Mr Phillip Butler (the “Butler Reports”), ⁴⁶ and the first report of Mr Howard Nathan Wheeler (the “1st Wheeler Report”). ⁴⁷ Mr Butler passed away on 24 June 2023 before he was able to affirm an affidavit exhibiting his reports; ⁴⁸ the Butler Reports were thus exhibited in the affidavit of Mr John Heslop, Mr Butler’s colleague. ⁴⁹ The Defendant claimed that the Reports did not pass “the bare minimum [threshold] of reliability to be accorded any weight”, ⁵⁰ as the Reports did not disclose their primary sources or “the full basis for its conclusions” and were thus hearsay evidence. ⁵¹

26 For the avoidance of doubt, although the Defendant did not appear to challenge the admissibility of the reports, ⁵² I noted that in interlocutory proceedings, affidavits are admissible notwithstanding the presence of hearsay evidence (Gobi a/l Avedian and another v Attorney-General and another appeal [2020] 2 SLR 883 (“Gobi a/l Avedian”) at [64]–[65]).

27 Turning to the question of weight, while it is true that affidavit evidence must “meet a minimum threshold of reliability before a court will accord it any weight”, the exact threshold depends on the facts of each case (Gobi a/l Avedian at [66]). In Gobi a/l Avedian, the appellants sought to rely on an affidavit deposed by the appellants’ Malaysian solicitor, Mr Zaid. Mr Zaid’s affidavit reproduced the account of an anonymous “Witness”, who claimed to have undergone training under the Singapore Prison Service. The court declined to place any weight on Mr Zaid’s affidavit, finding that it did “not have enough evidence to judge the reliability of the Witness’s evidence” (Gobi a/l Avedian at [66]). Unlike the affidavit in Gobi a/l Avedian, the Reports did not wholly contain hearsay evidence; they also contained information derived from public databases such as that of the Accounting and Corporate Regulatory Authority (“ACRA”). Thus, I found that the Defendant’s assertions were insufficient to wholly displace the reliability of the Reports.

28 Further, as the target of the investigations, the Defendant was well-equipped to ascertain and challenge the veracity of the claims made in the Reports. The Defendant did in fact do so in the second affidavit of Ko filed 15 April 2024 (“Ko’s 2nd Affidavit”). ⁵³ It was for the court to assess, in relation to the claims before it, the amount of weight that should be accorded to either party’s evidence.

29 Secondly, the Defendant argued that the court should disregard any information obtained pursuant to ancillary disclosure orders in assessing whether the Claimant had established a real risk of dissipation. ⁵⁴ The Defendant relied on the following paragraphs in Bouvier (at [102]–[103]):

30 However, Bouvier does not wholly preclude consideration of information obtained pursuant to an ancillary disclosure order. In the subsequent paragraph (at [104] of Bouvier), the court identifies two situations wherein the information obtained pursuant to ancillary disclosure orders may be relevant to the risk of dissipation:

31 Thus, I was of the view that the overarching test remains the relevance of the information in establishing a real risk of dissipation. For instance, in cases where information disclosed pursuant to an ancillary disclosure order reveals “a systematic and unexplained attrition of the defendant’s assets over time”, such information can form the “justification for inferring a real risk of dissipation” (Bouvier at [103]) and ought to be taken into consideration. I address this point in greater detail below.

32 In assessing the risk of dissipation, the ultimate question is whether there are circumstances suggesting that the defendant can and will likely frustrate the judgment (Milaha Explorer Pte Ltd v Pengrui Leasing (Tianjin) Co Ltd [2023] 1 SLR 1072 (“Milaha Explorer”) at [24]; JTrust Asia at [65]). Relevant factors include, among others, the nature of the assets which are to be the subject of the proposed injunction, the ease with which the assets could be disposed of or dissipated, the nature and financial standing of the defendant’s business, the length of time the defendant has been in business, and the domicile or residence of the defendant (Milaha Explorer at [24]; JTrust Asia at [65]).

33 In the present case, having considered the information obtained both pre- and post-Mareva, I found sufficient evidence from which a real risk of dissipation could be inferred. Amongst the factors originally raised by the Claimant in SUM 3468, ⁵⁵ I found the following relevant: (a) the nature of the Defendant’s assets (which comprised mainly current assets); ⁵⁶ and (b) the Defendant’s cessation of its primary business operations. ⁵⁷ I address each factor in turn:

(a) On factor (a), it was undisputed that the Defendant’s assets were mainly held in the form of current assets. ⁵⁸ Such assets, by their nature, are capable of being easily dissipated (see JTrust Asia at [78]). This was a factor supporting the existence of a real risk of dissipation.

(b) On factor (b), the Claimant relied on the 1st Wheeler Report to assert that the Defendant had ceased business operations in early 2023 following the termination of the Charterparty. ⁵⁹ In response, the Defendant took the position that it had not ceased operations as its director, Ko, was still “actively seeking to renew lost commercial relationships and sourcing for new business opportunities”. ⁶⁰ The Defendant declined to give further details of these endeavours, citing confidentiality. ⁶¹ Even taking the Defendant’s words at face value, it was clear that the Defendant had (at present) ceased its primary business operations of chartering vessels. ⁶² This much was accepted by Defendant’s counsel during the hearing. ⁶³ I found the Defendant’s cessation of primary business operations to be a relevant factor in assessing the existence of a real risk of dissipation (see Guan Chong at [24]).

34 The aforementioned factors were relevant supporting factors in assessing the existence of a real risk of dissipation. Taken together with information disclosed by the Defendant post-Mareva, I found that the overall evidence supported the existence of a real risk of dissipation. To establish a real risk of dissipation, the Claimant sought to rely on two pieces of information obtained post-Mareva: ⁶⁴

(a) the disparity between the Defendant’s assets as reflected in its financial statements for the year ending 31 December 2018, and the Defendant’s assets as disclosed by Ko on 30 November 2023 pursuant to the Mareva Order; and

(b) the fact that the Defendant had made withdrawals amounting to $118,197.70 between November 2023 and January 2024 – this was disclosed pursuant to paragraph 4 of the Mareva Order. ⁶⁵

35 I did not find (a) to be relevant to assessing the risk of dissipation. A cursory comparison of the Defendant’s total asset value in 2023 and in 2018, years before the cause of action arose, was not sufficient to disclose any risk of dissipation – any decrease in the Defendant’s net asset value could easily have been attributed to a decline in business. However, I found (b) to be concerning – the Defendant’s inability to justify withdrawals from its accounts following the Mareva Order raised reasonable concerns that the Defendant’s assets had been factually dissipated, in spite of the Mareva Order.

36 I reproduce below the list of withdrawals disclosed by the Defendant pursuant to paragraph 4 of the Mareva Order, which was compiled by the Claimant and annexed to HC/SUM 391/2024. ⁶⁶

37 Further particulars relating to the above withdrawals were furnished in Ko’s 2nd Affidavit; ⁶⁷ I reproduce them in the table below. Names of persons other than Ko have been redacted.

38 The Defendant asserted that the withdrawals were made “in the proper and ordinary course of business”, ⁶⁸ having gone towards the rental of office premises and payment of employee salaries. ⁶⁹ Such withdrawals were provided for under paragraph 4 of the Mareva Order, which allowed the Defendant to deal with its assets “in the ordinary and proper course of business”. However, the Claimant raised doubts about the legitimacy of these withdrawals, with which I agreed. I address these points below.

39 First, it was undisputed that the Defendant had undertaken the payment of rent of $8,014.37 per month and utilities for office premises shared with an associated company. ⁷⁰ The tenancy agreement for the office premises was entered into by Global Green Shipping Pte Ltd (“GGS”), ⁷¹ a company sharing the same sole director and shareholder as the Defendant – Ko. ⁷² The Defendant undertook to pay the monthly rental and utility fees on behalf of GGS, in exchange for the “[s]haring of use [of] the office space”. ⁷³ The Defendant asserted that this arrangement was reasonable as the other companies sharing the premises were “dormant”, and the Defendant was the only entity “actively occupying that address”. ⁷⁴ I found this to be an unsatisfactory explanation, having regard to the fact that the Defendant had ceased its primary business operations (see [33(b)] above). Further, the fact that the two companies were associated companies under the control of Ko raised questions on the propriety of the arrangement – even if the Defendant utilised the premises while it actively tried to resume its business operations, it was doubtful whether it was reasonable for the Defendant to undertake payment of the entirety of the rent and utilities for “shared” office premises. ⁷⁵

40 Second, the Claimant raised a concern that the Defendant’s employees may have been tasked to carry out work for the Defendant’s associated companies. ⁷⁶ The Defendant had six employees on its payroll, including Ko. ⁷⁷ I found it improbable that the Defendant would have kept these employees on its payroll despite the cessation of its primary business operations. I was further unable to accept the Defendant’s assertion that these employees’ present job scope consisted entirely of assisting with the present operations of “marketing to […] bring back customers” ⁷⁸ and assisting the Defendant in the Arbitration Proceedings. ⁷⁹

41 In my view, the Defendant’s disclosed withdrawals across the period of November 2023 to January 2024 reflected a “systematic and unexplained attrition of the defendant’s assets over time” (Bouvier at [103]). For the avoidance of doubt, this was not a definitive finding that the Defendant’s withdrawals had been made in breach of the Mareva Order. Instead, I only found that the Claimant could rely on the disclosures to establish a real risk of dissipation.

42 As both elements of the test in Bouvier were satisfied, there were sufficient grounds not to set aside the Mareva Order. Further, on a balance of convenience, it was appropriate not to set aside Mareva Order as the Claimant had undertaken to compensate the Defendant for any wrongful loss resulting from the grant of the Mareva Order. ⁸⁰

43 Mareva injunctions sought in an abuse of the court’s process may be set aside (Bouvier at [107]–[108]). I found that the facts did not disclose any abuse of process which warranted the setting aside of the Mareva Order. The Defendant made the following arguments, which I address in turn:

(a) First, there was inexplicable delay in the Claimant’s bringing of the application in SUM 3468. ⁸¹

(b) Second, the Claimant had failed to fulfil its duty to make full and frank disclosure in its application without notice in SUM 3468. ⁸²

44 SUM 3468 was commenced on 10 November 2023, nearly ten months after the Claimant’s purported cause of action arose on 17 January 2023. ⁸³ This delay, the Defendant claimed, demonstrated that the injunction was sought to “inflict commercial prejudice” and prevent the Defendant from using its funds to defend the arbitration against the Claimant, rather than to prevent the dissipation of its assets. ⁸⁴

45 I recognised that the period of delay in the present case was longer than that in the cases of Bouvier (four months) and Meespierson NV v Industrial and Commercial Bank of Vietnam [1998] 1 SLR(R) 287 (“Meespierson NV”) (nine months), wherein the court found that there had been an abuse of process. However, the length of delay is not dispositive. As noted in Bouvier (at [109], citing Madoff Securities International Ltd and another v Raven and others [2011] EWHC 3102 (Comm) at [156]–[157], the length of the delay and any explanations for such delay should be considered against all the circumstances of the case.

46 In my view, it is crucial to keep mind the overarching purpose of the inquiry – to assess whether the Mareva injunction was sought as an instrument of oppression against the Defendant, or if the Claimant had acted with bona fide intentions to prevent the dissipation of the Defendant’s assets upon discovering information which revealed a risk of dissipation. For this reason, the length of delay ought not to be strictly assessed from the time the cause of action arose or the commencement of proceedings. In some cases, such as the present, it is necessary to account for the time at which evidence supporting a real risk of dissipation arose and was discovered. It is not unforeseeable that in some cases, evidence supporting a real risk of dissipation would arise and be discovered only in the midst of ongoing proceedings.

47 In the present case, I accepted the Claimant’s argument that the Defendant’s cessation of operations was only made known to them through the 1st Wheeler Report, which was dated 23 October 2023. ⁸⁵ As discussed earlier, the Defendant’s cessation of operations was a key factor in finding the existence of a risk of dissipation (see [33(b)] above). Thus, I was satisfied that the Claimant had acted swiftly upon receiving evidence pointing towards a real risk of dissipation and that there was no inexplicable delay.

48 For avoidance of doubt, I address the Defendant’s argument that the Claimant ought to have obtained the 1st Wheeler Report earlier, if it were “truly concerned to obtain an accurate picture of the Defendant’s financial position”. ⁸⁶ The Defendant relied on the fact that the Butler Report dated 27 January 2023 (the “1st Butler Report”) had stated that it was unable to comment on the Defendant’s “current financial position”. ⁸⁷ However, I was of the view the First Butler Report did not create a situation where the Claimant “must have known or at least had very strong reason to suspect” that the Defendant had ceased primary operations (Bouvier at [112]) – in fact, the First Butler Report expressly stated that “CSL appears to be still operating and conducting business across set routes”. ⁸⁸

49 In an application without notice, the claimant is “under a clear duty to make full and frank disclosure of all material facts in his possession at the time of application, even if they are prejudicial to his claim” (Bahtera Offshore (M) Sdn Bhd v Sim Kok Beng and another [2009] 4 SLR(R) 365 (“Bahtera”) at [20]; The “Vasiliy Golovnin” [2008] 4 SLR(R) 994 at [85]). However, even if a court finds that a claimant has failed to make full and frank disclosure, it retains discretion in deciding whether to discharge the Mareva injunction (Bahtera at [25]). The exercise of this discretion turns on factors including the materiality of the non-disclosure, the overall merits of the claimant’s case, and whether the non-disclosure was innocent, or deliberately calculated to mislead the court (Bahtera at [26]–[27]; Multi-Code Electronics Industries (M) Bhd and another v Toh Chun Toh Gordon and others [2009] 1 SLR(R) 1000 at [128]–[129]).

50 The Defendant asserted that the Claimant had breached its duty of full and frank disclosure as it omitted to disclose the following facts in SUM 3468: ⁸⁹

51 In the present case, I found that the Claimant had not breached its duty of full and frank disclosure. In any event, any non-disclosure would not have been of sufficient materiality to warrant a setting aside of the Mareva Order. In relation to Material Facts 1 and 2, I did not find that the Claimant had misrepresented the Defendant’s case on the merits. In any event, I found that any purported omission would not have been material to the court’s decision on whether to grant a Mareva injunction. As earlier discussed (at [18] above), the relevant threshold is that of a good arguable case. The Claimant did not have to reproduce the Defendant’s entire case on the merits in its application; it sufficed for me to find that the Defendant could not conclusively show that it had a lawful right of termination. I did not find Material Fact 3 to be of a nature that warranted disclosure.

52 In sum, I found that there was no abuse of process which warranted a setting aside of the Mareva Order. For this reason, I dismissed the Defendant’s application to set aside the Mareva Order.

53 I turn to address the Claimant’s application for various disclosure orders and the variation of certain terms of the Mareva Order.

54 The Claimant filed an application for the following orders (the “Variation Orders”): ⁹⁰

(a) the Defendant to provide all supporting documents along with payee details for withdrawals made by the Defendant since the date of the Mareva Order, and evidence that such withdrawals fall within the ambit of the exceptions to the Mareva Order (“Disclosure Order A”);

(b) the Defendant to disclose all withdrawals from its accounts and/or dispositions of its assets, along with supporting documents, from 17 January 2023, being the date the Claimant’s cause of action against the Defendant arose (“Disclosure Order B”); and

(together, the “Disclosure Orders”)

(c) Paragraph 4 of the Mareva Order to be amended to include the following line: “But before spending any money, the Defendant must inform the Claimant's solicitors of the reason for such payment and provide all supporting documents and obtain the Claimant's consent.” (the “Amendment Order”)

55 In deciding whether a variation order is warranted, the court must consider if it is in the interests of justice to grant the orders sought (Sumifru Singapore Pte Ltd v Felix Santos Ishizuka and others [2020] 4 SLR 904 (“Sumifru”) at [21]). The court may grant the order if it finds that “reasonable doubts were raised” in relation to the defendant’s transactions, and the variations sought are reasonably necessary for the claimant’s policing of the Mareva injunction (see Sumifru at [22]–[25], citing the case of Thevarajah v Riordan and others [2015] EWHC 1949 (Ch)).

56 Paragraph 4 of the Mareva Order contained an exception which allows the Defendant to deal with its assets in the ordinary and proper course of business (the “Exception”). The Defendant was under an obligation to account to the Claimant for withdrawals made under the Exception:

57 In my view, the evidence raised reasonable doubts as to the legitimacy of the Defendant’s withdrawals under the Exception. As discussed at [35]–[41] above, I found that the Defendant had provided insufficient justification as to why it continued to incur significant expenses in the form of rental fees and employee salaries, despite the cessation of its primary business operations.

58 For the avoidance of doubt, I address the Defendant’s argument that the Claimant bore the burden of proof in showing that the withdrawals were not in accordance with the Exception, which it had failed to discharge ⁹¹ – this was not a committal hearing; the Claimant merely had to raise reasonable doubts about the legitimacy of the withdrawals. I was satisfied that this threshold had been crossed.

59 The Claimant sought a disclosure order for the Defendant to provide “all supporting documents along with payee details” for withdrawals made since the date of the Mareva Order, along with evidence that such withdrawals fell within the scope of the Exception. I agreed with the Claimant that further disclosures relating to the details of these withdrawals were necessary for the Claimant to effectively police the Mareva Order.

60 However, I found that it would be excessive for the Claimant to require supporting documents for all withdrawals, regardless of quantum and type. The Claimant’s interest in obtaining said information was limited to determining the legitimacy of the Defendant’s withdrawals. There was no need for the Defendant to separately justify every single payment in cases involving recurring payments (eg, the payment of employees’ salaries). Thus, I ordered that Disclosure Order A be granted, subject to the relevant withdrawals being that of amounts greater than $7,000.

61 The Claimant sought further information relating to the Defendant’s withdrawals from its accounts and any dispositions of its assets, dating from the time the cause of action arose on 17 January 2023. ⁹² The Claimant argued that such disclosures were necessary (a) to determine the state of operations prior to the breach, in order to establish a “course of ordinary trading”; ⁹³ and (b) as the Defendant may have begun to dissipate assets prior to the grant of the Mareva Order. ⁹⁴ I disagreed. The purpose of ancillary disclosure orders was for the Claimant to effectively police the Mareva Order (see Bouvier at [101]). Accordingly, the relevant date ought to be the date of the Mareva Order.

62 Given the above, the difference between Disclosure Orders A and B was that Order B covered both the Defendant’s withdrawals from its accounts and any dispositions of its assets. I ordered that Disclosure Order B be granted, subject to the relevant date being the date of the Mareva Order on 14 November 2023, and the relevant withdrawals and dispositions being that of a value greater than $7,000.

63 The Claimant asked that Paragraph 4 of the Mareva Order be amended to include a requirement that the Defendant seek the Claimant’s consent before making future withdrawals under the Exception. I agreed that a further restriction would be necessary to prevent dissipation of the Defendant’s assets. Thus, I ordered that the Amendment Order be granted, subject to the relevant withdrawals being that of amounts greater than $7,000. I further added that the Claimant’s consent was not to be unreasonably withheld.

64 For the aforementioned reasons, I dismissed the Defendant’s application in SUM 995 and granted the Claimant’s application in SUM 391, with modifications to the terms of the orders sought.

65 I made the following orders in relation to costs:

(a) For SUM 995, costs fixed at $20,000 all-in, to be paid immediately by the Defendant to the Claimant; the Mareva Order to be varied to allow the payment out of the frozen funds of an amount of $20,000 to be made to satisfy this costs order.

(b) For SUM 391, costs fixed at $25,805 all-in, to be paid immediately by the Defendant to the Claimant; the Mareva Order to be varied to allow the payment out of the frozen funds of an amount of $25,805 to be made to satisfy this costs order.

66 The costs order in relation to SUM 391 had been amended on 22 January 2025, prior to the perfection of the court order. The original sum of $10,000 all-in was increased to $25,805 all-in, to reflect disbursements incurred by the Claimant in experts’ fees. These fees had been mistakenly omitted by Claimant’s counsel during the hearing on 5 December 2024.