THE RATIO. One judgment, decoded twice: once for anyone, once for the profession.

Headnote

Two companies fighting a US$1.7 billion arbitration against a Thai oil refiner tried to disqualify the refiner’s law firm, arguing the firm’s separate work for a related, financially troubled group of companies created a conflict too serious for internal safeguards to manage. Before that disqualification fight could even be heard, the companies asked the court to force the law firm and its client to hand over thirty four categories of internal and confidential documents to help prove it. The court has ordered only a narrow slice of that material produced, after first deciding that the real question in the case is considerably narrower than the companies had framed it.

Factual Background

Samsung E&A (Thailand) and Saipem Singapore, along with two related companies, form a consortium that contracted with Thai Oil, a Thai company, to build a major oil refinery upgrade project. When the project ran into serious difficulty, the consortium brought a Singapore-seated arbitration against Thai Oil claiming roughly US$1.7 billion. Thai Oil counterclaimed for roughly US$3.88 billion and later began separate arbitrations against the consortium members’ parent companies under guarantees those parents had given.

Linklaters, an international law firm operating through separate entities in London, Singapore and Hong Kong, had represented Thai Oil on the project since before the underlying contract was even signed. Separately, from October 2023, Linklaters was also instructed by Petrofac Limited, the parent of one of the consortium members and a shareholder in another, to help manage a serious financial restructuring, a restructuring in which Thai Oil itself was Petrofac’s single largest creditor because of its counterclaims in the arbitration.

Linklaters identified this overlap itself in March 2024, told Petrofac it could not advise on anything connected to the project or the Thai Oil dispute, and put information barriers in place between the team advising Petrofac and the team advising Thai Oil. Petrofac engaged a different firm for project related matters, and Thai Oil later did the same for Petrofac related matters. When the consortium discovered the dual representation in late 2024, it pressed Linklaters to withdraw from the arbitration entirely. Linklaters declined, maintaining its information barriers were sufficient. The dispute eventually reached the arbitral tribunal itself, which indicated it would prefer the issue be resolved by a court given the privileged and confidential material likely involved. The consortium then applied to the Singapore High Court both to disqualify Linklaters and, in this specific application, to compel production of thirty four categories of documents to support that disqualification case.

The Question for Determination

Singapore’s procedural rules allow a party to apply for production of specific documents, but only where the documents are shown to be material to a genuine issue in the case, and even then, private or internal correspondence is generally protected from production unless the case is a special one, and material protected by legal privilege cannot be ordered produced at all unless that privilege has been waived.

Before working through the documents themselves, the court had to settle something more basic: what was actually the material question in the underlying disqualification application. The consortium had framed its case partly around a broad allegation that Linklaters faced an irreconcilable conflict of interest by representing two parties with directly opposed commercial interests on the same underlying dispute. Whether that broader framing, as opposed to a narrower question about the risk of the consortium’s own confidential information leaking to the team acting for Thai Oil, was the real issue in the case would determine which of the thirty four categories could even be relevant.

The Court’s Reasoning

On the threshold question, the court held that the consortium’s broader conflict of interest theory did not describe a materially distinct issue in the case. Linklaters had never owed any professional duty directly to the consortium, since the consortium was never Linklaters’ client, and nothing in the consortium’s own evidence explained how the divergent interests between Thai Oil and the Petrofac companies, as such, would make the arbitration unfair to the consortium specifically. Reading the consortium’s own supporting evidence as a whole, the court found its real complaint was narrower: a risk that the consortium’s confidential information, obtained by Linklaters’ team acting for the Petrofac companies, could reach the team acting for Thai Oil and be used against the consortium in the arbitration. That narrower question, whether there was a real and sensible possibility of the consortium’s confidential information being misused, became the yardstick against which every one of the thirty four categories was tested.

Applied against that yardstick, most of the categories failed on materiality alone. Requests for engagement letters, records of which entities instructed which Linklaters office, and correspondence about the scope of various retainers were repeatedly found not to bear on the real question, since knowing the formal boundaries of who instructed whom said little about whether confidential project information had actually crossed from one internal team to the other. Several categories seeking evidence that Petrofac and Thai Oil had genuinely consented to the arrangement were also dismissed, since both parties had already confirmed their consent on affidavit and consent from the clients was, in any event, found not to be what actually protected the consortium’s information from leaking between the two internal teams.

A second recurring theme concerned legal privilege. Where the consortium argued that Linklaters had waived privilege by referring to legal advice it had received, or by disclosing one engagement letter while withholding related correspondence, the court repeatedly rejected this, on the basis that privilege belongs to the client, in this case Petrofac or Thai Oil, and it is not open to Linklaters, as the solicitor, to waive a right that is not its own to waive. The court also confirmed that privilege extends to advice from foreign qualified lawyers and in-house counsel, rejecting an argument that only Singapore qualified advisers could generate privileged communications.

Four categories succeeded, in narrowed form. The court found that the sufficiency of Linklaters’ information barriers, the central plank of its own defence, was both genuinely material and a proper subject for an exception to the usual rule against producing internal documents, since refusing all disclosure on that specific point would leave the consortium unable to test Linklaters’ own bare assertions at all. Rather than ordering broad access to internal files, the court confined production to the specific policies governing the barriers, the identities of personnel subject to them and the periods they applied, any record of unauthorised access, and any further protective steps taken. A closely related order required disclosure of the identities of lawyers who worked on each side of the barrier, again limited to those not already known to the consortium. A fourth order captured any direct communication between the two internal teams discussing the project, but only for the narrow window before the barriers were erected in March 2024, when any such communication would be most probative of whether information had already crossed before the safeguard existed.

Critical Assessment

The single most consequential ruling in this judgment is not any decision about a particular document category, but the earlier decision narrowing what counts as the material issue in the case at all. By finding that the consortium’s broader conflict of interest argument was not a distinct, material ground separate from the narrower question of information leakage, the court effectively pre-decided the outcome for roughly two thirds of the thirty four categories before analysing any of them individually, since many were framed around understanding the broader picture of who instructed whom and why, rather than the narrower question the court ultimately treated as the only one that mattered. That framing decision may well be correct as a matter of professional conduct doctrine, since conflict of interest traditionally concerns duties owed to an actual client, but its practical effect was to do the heavy lifting for the rest of the judgment, and it received comparatively brief treatment given how much depended on it.

There is also something worth naming plainly about how the privilege analysis operated in practice. The rule that only a client, not its solicitor, can waive privilege is entirely orthodox. In this case, it functioned repeatedly as a shield for Linklaters specifically, the very entity whose own conduct in managing a potential conflict was under scrutiny, since Linklaters could point to selective disclosures that supported its position while resisting production of anything less favourable on the ground that the privilege was never its own to give up. The doctrine protects client confidentiality as a matter of design. Its effect here was substantially to protect the law firm being investigated, a mismatch between who a rule is meant to benefit and who actually benefits from it in a given procedural posture, worth registering even where the underlying legal principle is beyond dispute.

Set against both of those observations, the narrow, carefully scoped orders the court did make deserve real credit. Rather than either granting sweeping access to a global firm’s internal files or refusing all discovery and leaving the consortium to test unverifiable assertions on faith, the court identified precisely the evidentiary gap that mattered, whether the information barriers actually worked, and confined production to exactly that. That is proportionate case management done well, and a useful template for handling an ambitious, wide-ranging document request in complex commercial litigation without either rewarding overreach or starving a legitimate claim of the evidence it needs.

Implications

If you’re not a lawyer: if you are ever involved in a dispute where the other side’s lawyers also represent someone connected to you, commercially or corporately, this case is a reminder that raising a conflict of interest is only the beginning of the argument, not the end of it. Courts will want to know precisely what harm the conflict could actually cause you, not simply that the arrangement looks uncomfortable, and a request to see the other side’s internal files will usually only succeed where it targets that specific, provable harm rather than the arrangement in general. A law firm generally cannot hand over its own client’s confidential communications just because it would help settle a dispute the firm itself is caught up in, even where the firm’s own conduct is what is being questioned.

For the profession: this is a useful, close working example of Singapore’s production regime under the Rules of Court 2021 applied to a live, high value conflict of interest dispute, and it confirms several points worth keeping close at hand: that materiality is judged against the issues actually pleaded or averred, not the broadest possible characterisation a party might prefer; that information asymmetry alone does not establish a special case for producing private or internal correspondence; that legal advice privilege extends to foreign qualified lawyers and in-house counsel without geographic limitation; and that a solicitor cannot waive privilege belonging to its client, a point worth raising early wherever an opposing party frames a waiver argument around the law firm’s own conduct rather than the client’s. The judgment is also a rare Singapore discussion of Hollander orders, disclosure to a requesting party’s own solicitors under a confidentiality undertaking, even though the court did not need to use one here, and is worth reading in full by anyone likely to face a disputed privilege claim in a future case.

Case Details

  • Citation: [2026] SGHCR 31, Originating Application No 9 of 2026 (Summons No 1526 of 2026)
  • Court: General Division of the High Court of Singapore. AR Chong Fu Shan
  • Heard: 3, 15 and 27 July 2026 · Decided: 4 August 2026
  • Governing provisions: Order 11, rules 3 and 5, Rules of Court 2021. Sections 128, 128A and 131, Evidence Act 1893
  • Key precedents applied: Skandinaviska Enskilda Banken AB v Asia Pacific Breweries (Singapore) Pte Ltd, [2007] 2 SLR 367 · ARX v Comptroller of Income Tax, [2016] 5 SLR 590 · Wesley Widjaja v Ng Wei San, [2025] SGHCR 32 · Cachet Multi Strategy Fund SPC v Feng Shi, [2024] SGHCR 8 · WH Holding Ltd v E20 Stadium LLP, [2018] EWCA Civ 2652
  • Key paragraphs: [91]-[99] (narrowing the material issue: information leakage, not conflict of interest broadly) · [176]-[178] (the information barrier documents ordered produced, in narrowed form) · [201]-[202] (inter-team communications ordered produced, limited to the pre-barrier period)