I. Introduction

In the realm of trust law, the interpretation and enforcement of jurisdiction clauses are pivotal in resolving disputes between beneficiaries and trustees. The recent Singapore cases of Ivanishvili, Bidzina and Others v Credit Suisse Trust Ltd [2020] SGCA 62 (Ivanishvili) and Sir Cornelius Sean Sullivan v Hill Capital Pte Ltd and Another [2024] SGHC 157 (Sullivan) provide critical insights into how the Singapore courts approach these clauses, particularly where such clauses prescribed a "forum for the administration" of trusts.

The facts of Sullivan however, introduces new and novel issues not yet analysed and decided by the Singapore courts. This article delves into the various legal issues that the Courts will soon have to address in the near future arising from the facts of Sullivan.

II. Sir Cornelius Sean Sullivan v Hill Capital Pte Ltd and Another [2024] SGHC 157 (Sullivan) – Post-Ivanishvili

In Sullivan, the Singapore High Court not only dealt with the interpretation of jurisdiction clauses in two trust deeds, building on the 2020 case of Ivanishvili, but also introduced additional complexities. We set out the brief facts of the case and our analysis of the various issues raised, taking heed of the earlier case of Ivanishvili which established useful principles relating to the interpretation of jurisdiction clauses in trust deeds.

In Sullivan, the trust deeds permitted the trustees to change the proper law and forum for administration of the trusts. The applicant (Applicant), who purported to be the beneficiary of the trusts established by his late father, challenged the applicability of the jurisdiction clause after the proper law and forum for administration were changed from Isle of Man to Singapore, then to Cyprus (on 18 July 2023). The Court had to determine what was the more appropriate forum to for the determination of the substantive dispute, Cyprus or elsewhere.

1. Jurisdiction Clause Analysis: The High Court examined whether the "forum for administration" clause was intended to confer jurisdiction on the court of the proper law. Traditionally, such clauses ensure a proper legal framework for managing trust assets and resolving disputes, but they can be ambiguous and differ from an exclusive jurisdiction clause.

This issue was previously considered in the case of Ivanishvili, where the Court of Appeal confronted the issue of whether a "forum for administration" clause constituted an exclusive jurisdiction clause. A core question was whether that forum for administration clause conferred exclusive jurisdiction to the Singapore courts for disputes arising out of the trust's administration.

In the case of Sullivan, the Court agreed with the Assistant Registrar’s decision in the court below that the clause was a jurisdiction clause, and referred to the case of Ivanishvili, addressing issues relating to the administration of the trust rather than conferring exclusive jurisdiction over all disputes.¹

2. Change of Proper Law and Forum: A significant issue was the change in the proper law and forum from Singapore law and Singapore to Cyprus law and Cyprus respectively. The Court had to determine whether the new forum should apply retroactively, or if the prior forum and law remained applicable for disputes that arose before the change. The High Court rejected the respondents' argument that the new forum applied retroactively. It held that the "time the question arose" referred to when the issues first emerged, not when legal proceedings were initiated. The Court agreed with the proposition that questions about the administration of the trust should be subject to the proper law and forum for administration applicable during that period that those questions related to. Thus, Singapore law and jurisdiction applied to claims arising before the change in proper law and jurisdiction, aligning with the interpretation in Ivanishvili.²
3. Forum Non Conveniens: The Court also addressed whether Cyprus was a more appropriate forum under the doctrine of forum non conveniens. It concluded that the respondents had not shown that Cyprus was the more appropriate forum. Since the primary parties were based in Singapore, there was insufficient justification to transfer the case to Cyprus.³

III. Comparative analysis and insights into Sullivan

Both Ivanishvili and Sullivan illustrate how the Singapore courts navigate the complexities of jurisdiction clauses within trust deeds. The key takeaways include:

1. Jurisdiction Clauses vs. Administrative Clauses: The courts distinguish between clauses which confer exclusive jurisdiction and those which merely designate a forum for matters of administration. Clear drafting is essential to avoid ambiguity.
2. Scope and Application: Jurisdiction clauses may not always cover all disputes, particularly those involving contentious issues between trustees and beneficiaries. Courts will interpret the clause's scope based on its context and the trust's administrative needs.
3. Impact of Changes in Proper Law and Forum: Changes to the proper law and forum are generally prospective and do not retroactively alter the applicable jurisdiction for past issues.
4. Forum Non Conveniens: Even with the existence of a jurisdiction clause, the doctrine of forum non conveniens enables courts to assess the most appropriate forum based on various factors, ensuring that justice is properly served.

Ultimately, the Court in Sullivan was limited to determining the narrow issues of the interpretation of the “forum for administration” clause, and what was the proper law and forum for administration that were applicable to Sir Sullivan’s claims.

That being said, the case hints at interesting substantive issues that will soon be analysed by the Courts in greater detail, including but not limited to:

1. The validity and/or viability of the structure of the trust in Sullivan;
2. Whether the Applicant was a proper beneficiary of the trust and had the standing to initiate proceedings against the respondents;
3. The application of the trust deed’s “Hostile Beneficiary” provision;
4. The Applicant’s right to an account of the trust vis-a-vis a non-disclosure clause;
5. Whether there were breaches in the administration of the trusts, and if so, the nature of the breach(es); and
6. Whether the trustee’s exercise of power to change the proper law and forum for administration of the trust (to Cyprus law and Cyprus respectively) on 18 July 2023 was valid and proper.

We also note that the High Court issued another judgment ([2024] SGHC 198) very recently, on 1 August 2024, relating to an application by the second respondent in Sullivan to strike out the whole of the action against her in the same Originating Application. The honourable Kristy Tan JC granted the striking out application.

IV. Conclusion

The evolving interpretation of jurisdiction clauses in trust deeds reflects a nuanced approach by Singaporean courts. Ivanishvili and Sullivan provide valuable precedents, highlighting the importance of clear drafting and contextual interpretation of jurisdiction clauses. As trust law continues to develop, these cases underscore the need for precise language and a thorough understanding of how jurisdictional provisions interact with broader legal principles.

Although the case of Sullivan related to a relatively narrow set of issues, interesting developments continue to arise, and there are certainly more complex issues in store, which have yet to be addressed and resolved by the Singapore courts. In this regard, we look forward to hearing about further developments in the case as the matter progresses and details of the case continue to unfold.

1. Sullivan at [16], [17], [20]-[22].↩
2. Sullivan at [26]-[33].↩
3. Sullivan at [43].↩