Singapore High Court Clarifies Threshold for Freezing Orders and Injunctions Against Non-Parties in Arbitration

<center><p><span class="news-text_medium">Case:</span> <span class="news-text_italic-underline">Alphard Maritime Ltd v Samson Maritime Ltd and others [2025] SGHC 154</span> (11 August 2025)</p></center>

<center><p><span class="news-text_medium">Court:</span> Singapore High Court</p></center>

<center><p><span class="news-text_medium">Date:</span> 11 August 2025</p></center>

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The Singapore High Court has clarified the standards governing applications for freezing orders and prohibitory injunctions in the arbitration context. The judgment reaffirms that a real risk of dissipation must be established to justify freezing relief and outlines the limited circumstances under which injunctive relief can be granted against non-parties under section 12A of the International Arbitration Act 1994 (“<span class="news-text_medium">IAA</span>”).

Background

The dispute arose after Samson Maritime Ltd (“<span class="news-text_medium">Samson</span>”) and its subsidiary agreed to sell maritime assets to Alphard Maritime Ltd (“<span class="news-text_medium">Alphard</span>”) but instead sold them to a third party, Baxi. The sale proceeds were used to pay several creditors who, along with Baxi, were not parties to the underlying arbitration agreement.

Alphard commenced a Singapore-seated arbitration and subsequently applied to the High Court for both freezing and prohibitory injunctions against Samson, Baxi and the creditors. Alphard alleged that Samson intended to dissipate its assets to frustrate enforcement of any eventual arbitral award. Samson denied the allegation, while Baxi and the creditors argued that the Singapore courts lacked jurisdiction to grant injunctions against them as non-parties with no connection to Singapore.

The High Court’s Decision

Justice Philip Jeyaretnam dismissed the application, providing detailed guidance on both freezing orders and injunctive relief against non-parties in support of arbitration.

1. <span class="news-text_medium">Freezing Orders</span> — Real Risk of Dissipation Required: The Court reiterated that a real and substantive risk of dissipation must be shown to justify a freezing order. Mere suspicion or concern is insufficient. On the facts, Samson’s asset sales were conducted at arm’s length and the proceeds used to satisfy legitimate, pre-existing debts known to Alphard. There was no evidence of bad faith, undervalue transactions, or intent to obstruct enforcement.
2. <span class="news-text_medium">Prohibitory Injunctions</span> — Limits on Orders Against Non-Parties: The Court clarified the principles for granting interim injunctive relief against non-parties under section 12A of the IAA, holding that such relief may only be granted where:</br>
   ● the Court has in personam jurisdiction over the non-party and Singapore is the appropriate forum; the arbitration’s seat in Singapore alone is insufficient;</br>
   ● there is a sufficient nexus to Singapore, such as where the non-party controls assets that may beneficially belong to a party to the arbitration, or is a Singapore entity whose assets could impact the enforcement of the arbitral award; and </br>
   ● relief should not restrain non-parties from exercising legitimate contractual rights or enforcing pre-existing claims, absent a proprietary claim or clear intent to frustrate the arbitration.

The Court concluded that none of these conditions were satisfied. Baxi and the creditors had no meaningful connection to Singapore and there was no evidence that their actions were intended to undermine the arbitration process.

Significance

This decision provides authoritative guidance on interim relief in aid of arbitration, particularly concerning applications involving non-parties. It confirms that freezing orders require clear evidence of risk and that prohibitory injunctions against third parties will be granted only in exceptional circumstances supported by a genuine jurisdictional and factual nexus to Singapore.

The judgment reinforces Singapore’s reputation for maintaining a measured, pro-arbitration approach, ensuring judicial support for arbitral processes while safeguarding the rights of non-participants.

<span class="news-text_medium">Case Reference:</span> <span class="news-text_italic-underline">Alphard Maritime Ltd v Samson Maritime Ltd and others [2025] SGHC 154</span> (11 August 2025) (Philip Jeyaretnam J).