Bombay High Court stays anti-suit injunction order against CEO by Singapore court

The Singapore High Court had restrained’s CEO from proceeding with a petition against Westbridge Ventures II Investment Holdings before the NCLT, Mumbai.

The Bombay High Court recently granted an interim stay on the enforcement of an anti-suit permanent injunction order passed by the High Court of Singapore against founder and Chief Executive Officer, Anupam Mittal. [Anupam Mittal v. People Interactive (India) Pvt. Ltd. and Ors.]

The Singapore High Court had restrained Mittal from proceeding with a petition alleging corporate oppression by Westbridge Ventures II Investment Holdings before the National Company Law Tribunal (NCLT) in Mumbai.

In his judgment setting aside this injunction order, Justice Manish Pitale acknowledged the principle of ‘comity of courts’, by which courts are expected to respect the laws of another jurisdiction.

However, he added that such a principle cannot override the valuable right of a litigant to access justice.

“The principle of comity of courts cannot override the valuable right of a litigant to access justice, particularly when an injunction, as in this case, an anti-suit injunction, is issued by a foreign court having the effect of interference with or preventing the plaintiff from pursuing the only legal remedy available in the facts and circumstances of the case. If such an injunction of the foreign court is offensive to the domestic public policy, enforcement of the same can be resisted and the principle of comity of courts cannot be used as a weapon to leave a litigant completely remediless. Such an oppressive situation for a litigant cannot be countenanced under any circumstances, Justice Pitale said.

The dispute between Mittal and Westbridge Ventures centers around their stake in People Interactive (India) Pvt Ltd, a company that was co-founded by Mittal in 1997 and eventually backed by Westbridge.

A Shareholders Agreement (SHA) executed with respect to People Interactive (India) Pvt. Ltd. contained an arbitration clause in which the seat of arbitration of disputes was stated to be in Singapore.

Disputes arose between the parties, inter alia, about the management of People Interactive (India).

Mittal claimed that Westbridge’s actions including moves to appoint its nominees on the Board of Directors of People Interactive (India), amounted to oppression and mismanagement. Mittal, therefore, sought to approach the NCLT in the matter.

In March 2021, Westbridge filed a petition before the High Court in Singapore claiming that the disputes raised before the NCLT were merely contractual and arbitrable.

Westbridge added that the dispute ought to be decided as per Singapore law in view of a specific arbitration clause in the SHA which said that the seat of arbitration should be in Singapore.

The Singapore High Court granted the anti-suit injunction order in October 2021.

Mittal immediately moved for vacation of the ex-parte order and also appealed against it in the Court of Appeals in Singapore.

He simultaneously filed the present suit before the Bombay High Court seeking a permanent injunction to restrain the defendants from enforcing the anti-suit temporary injunction order.

Mittal claimed that the disputes on oppression and mismanagement were non-arbitrable. He asserted that it would be futile to raise these disputes in arbitration proceedings held in Singapore, particularly since an award passed in such arbitral proceedings would not be enforceable in India.

He also sought an urgent order on the ground that the arbitration initiated by Westbridge Ventures was slated to begin in September 2023.

Westbridge Ventures argued that since Mittal had agreed that the resolution of contractual disputes would be through arbitration and since the seat chosen was in Singapore, the law of Singapore would apply.

They added that under the law in Singapore, disputes on oppression and mismanagement were arbitrable and Mittal could not claim that his only remedy was before the NCLT.

Justice Pitale, however, noted that if the arbitral award is to be enforced in India, the fact that disputes on oppression and mismanagement are not arbitrable in India would assume importance.

“What use would be the findings of the arbitral tribunal at Singapore on the question of oppression and mismanagement, when the award consisting of such findings, can never be enforced in India?” the judge questioned.

The Court added that whether the issues raised by Mittal are contractual disputes or not is something that can be decided only by the NCLT.

The Court proceeded to allow Mittal relief in the matter.

The Court also directed the defendants to adjourn an Extraordinary General Meeting of the shareholders by 8 weeks, in order to enable Mittal to pursue his petition before the NCLT.

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