The Singapore Court of Appeal (CoA) recently exercised its discretion in the jurisdiction’s largest minority oppression case to date, Senda International Capital Limited v Kiri Industries Limited [2025 SGCA(I) 1] (“Dystar”). In Dystar, the CoA enhanced the value of the sale consideration to be received by the oppressed minority shareholder by including an interest component, in the name of upholding the principal of “fairness”.
The CoA held that the lack of an interest component in the award previously made by the Singapore International Commercial Court was unfair, due to external factors that had impinged the timeframe for the realisation of the shares in the special purpose vehicle held by Kiri Industries Limited.
In doing so, the CoA set a reference rate of 5.33% to run from the 6 months from initial valuation of the shares, raising the sum due to Kiri from USD 603.8 million to USD 689 million. The CoA further held that “fairness operates in more than one direction” and the reference rate was not intended as fully compensatory.
Significance
One might reason that a judicial system built upon the Rule of Law would have avoided upholding something as esoteric as a principle of fairness. However, it is precisely the CoA’s willingness to intervene so decisively (almost reminiscent of the late Lord Denning MR’s efforts in his desire for equitable outcomes) which ensures that the Rule of Law is upheld and not abused, thus avoiding an inequitable outcome for the parties involved.
Significantly, the CoA reiterated, as good law, that remedies should be substantive, underscoring the importance of an effects-based judicial approach over a form-based one. The CoA provided Kiri with a discretionary enhancement of the sale consideration, a reasonable and pragmatic approach that accounted for the commercial realities of the parties involved.
When deciding on the choice of jurisdiction for commercial ventures, the legal infrastructure of the jurisdiction must be a key consideration. The outcome in DyStar demonstrates the flexibility of the Singaporean judicial system to ensure the principle of fairness is upheld not only in form, but in substance, and that its judgements are worth more than just the paper they are printed on. This reflects favourably on Singapore’s suitability as a business domicile.