When a company dispute turns urgent, an injunction is often the most powerful remedy available. But not all injunctions are the same. The Singapore courts draw a sharp distinction between an order that tells someone to stop doing something and an order that tells someone to do something. The first is a prohibitory injunction; the second is a mandatory injunction. Understanding which one you need, and how much harder it is to obtain a mandatory order, can decide whether your application succeeds.
This guide explains the difference, the legal basis for each, who can apply, the process and costs, and the very different thresholds the court applies before it will grant one over the other.
What is a prohibitory injunction and what is a mandatory injunction?
A prohibitory injunction is a court order restraining a party from doing a particular act. In a company context, that might mean restraining a director from disposing of an asset, restraining a shareholder from voting shares in breach of an agreement, or restraining a former employee from misusing confidential information.
A mandatory injunction is the opposite. It compels a party to take a positive step, such as ordering a company to reinstate a wrongfully removed director, to deliver up documents, to restore access to premises, or to undo something already done. Because forcing someone to act is more intrusive and harder to supervise than simply telling them to stop, the courts treat mandatory injunctions with far greater caution.
Both can be granted on an interlocutory basis, meaning temporarily while the main case is fought, or as a final remedy after trial. Most urgent company disputes involve interlocutory applications, where the difference in threshold matters most.
The legal basis
The power to grant an injunction in Singapore derives from Section 4(10) of the Civil Law Act 1909, which empowers the court to grant an injunction in all cases in which it appears to be just or convenient to do so. The procedure for applying is governed by the Rules of Court 2021, in particular the provisions dealing with interlocutory applications and orders.
For prohibitory interlocutory injunctions, the Singapore courts apply the well-known framework from the English House of Lords decision in American Cyanamid Co v Ethicon Ltd. For mandatory interlocutory injunctions, the courts overlay a heightened requirement drawn from the reasoning in cases such as Films Rover International Ltd v Cannon Film Sales Ltd, which our courts have adopted and applied.
The different thresholds
Prohibitory injunctions: the American Cyanamid test
To obtain an interlocutory prohibitory injunction, an applicant must show three things: that there is a serious question to be tried (a claim that is not frivolous or vexatious); that damages would not be an adequate remedy if the injunction were refused and the applicant later won at trial; and that the balance of convenience favours granting the injunction. The court also considers the desirability of preserving the status quo and, where the merits are lopsided, the relative strength of each side’s case.
Mandatory injunctions: a higher bar
A mandatory interlocutory injunction demands more. Because ordering positive action carries a higher risk of injustice if the order later proves to have been wrongly granted, the applicant generally needs to show a high degree of assurance that, at trial, it will appear the injunction was rightly granted. In practice this means the merits are scrutinised far more closely than under the standard prohibitory threshold, and the court will weigh the risk that compelling action now causes greater harm than doing nothing until trial. Interlocutory mandatory injunctions are therefore granted sparingly.
Who can apply?
Any party with a sufficient legal interest in restraining or compelling the conduct in question can apply. In company disputes this commonly includes the company itself, individual shareholders (including minority shareholders bringing or contemplating an action for oppression), directors, joint venture partners, creditors in appropriate cases, and parties to a shareholders’ agreement or commercial contract. The applicant must have an underlying cause of action; an injunction is a remedy attached to a substantive claim, not a free-standing right.
The step-by-step process
- Take advice and identify the cause of action. The injunction must be tethered to a substantive claim, so the first step is confirming the legal basis and whether a prohibitory or mandatory order is being sought.
- Prepare the application. This means an originating application or summons supported by an affidavit setting out the facts, the urgency, and the harm that will result without relief.
- Give the undertaking as to damages. The applicant must undertake to compensate the respondent for any loss caused by the injunction if it later turns out the order should not have been granted.
- Apply with or without notice. In a genuine emergency the application can be made without notice (ex parte), but the applicant then owes a strict duty of full and frank disclosure to the court.
- The hearing. The court weighs the application against the applicable threshold and decides whether to grant, refuse, or grant on terms.
- Service and the return date. An order made without notice is temporary and comes back before the court so the respondent can be heard.
Documents required
| Document | Purpose |
|---|---|
| Originating application or summons | Formally seeks the injunction from the court |
| Supporting affidavit | Sets out the facts, urgency, and irreparable harm feared |
| Draft order | Precisely defines what is prohibited or compelled |
| Undertaking as to damages | Applicant’s promise to compensate the respondent for wrongful injunction |
| Exhibited evidence | Contracts, correspondence, board or shareholder records supporting the claim |
| Skeleton submissions | Legal argument on the threshold and balance of convenience |
Timeline and indicative costs
| Stage | Indicative timing |
|---|---|
| Urgent without-notice application | Can be heard within hours to a few days of instructing solicitors |
| Return date / inter partes hearing | Typically a short number of days to a few weeks later |
| Resolution of the injunction pending trial | Weeks to a few months, depending on complexity |
| Final injunction | Determined at the trial of the substantive dispute |
Costs vary widely with urgency and complexity. An urgent without-notice application requires intensive work compressed into a very short period, so it tends to be expensive relative to the court time involved. The losing party is usually ordered to pay a portion of the winning party’s costs, but costs orders are at the court’s discretion.
What happens after the order?
An injunction, once granted, is a court order that must be obeyed. Breaching it is a contempt of court, which can result in fines, seizure of assets, or imprisonment for the individuals responsible. A without-notice order is provisional and will be reviewed at the return hearing, where it may be continued, varied or discharged. If the applicant obtained the order by failing to make full and frank disclosure, the court can set it aside and may order the applicant to pay the respondent’s costs and losses under the undertaking as to damages.
Injunctions in company disputes frequently run alongside other urgent remedies. Depending on the facts, applicants may also consider a Mareva injunction to freeze assets, an Anton Piller order to preserve evidence, or a targeted injunction to prevent the disposal of company property. Where the dispute concerns breach of a shareholders’ agreement, an injunction to restrain that breach may be the appropriate tool.
Frequently asked questions
Is it harder to get a mandatory injunction than a prohibitory one?
Yes. A prohibitory injunction applies the American Cyanamid test, while a mandatory injunction generally requires a high degree of assurance that the applicant would succeed at trial. Courts grant mandatory interlocutory orders sparingly.
What is the undertaking as to damages?
It is the applicant’s binding promise to compensate the respondent for loss caused by the injunction if the court later decides it should not have been granted. It is a standard precondition for interlocutory injunctions.
Can I apply without telling the other side?
In a genuine emergency, yes, an application can be made without notice. But you must give full and frank disclosure of all material facts, including those unhelpful to your case, or the order can be set aside.
What happens if the other party ignores the injunction?
Disobeying an injunction is contempt of court, which can lead to fines, asset seizure or imprisonment of the individuals responsible.
Do I need to have started the main lawsuit first?
An injunction attaches to a substantive claim. In urgent cases it can be sought at the same time as, or immediately before, commencing the main proceedings, but there must be an underlying cause of action.
Need Help With This Matter?
If your company is facing this situation, Raffles Corporate Services can assist with the groundwork — ACRA filings, compliance documentation, and coordinating with experienced Singapore law firms. For matters requiring court proceedings, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
📧 Email: [email protected]
📱 Call, SMS or WhatsApp: +65 8501 7133
This article is for general information only and does not constitute legal advice. For advice specific to your situation, please consult a qualified Singapore Advocate and Solicitor.
— The Editorial Team, Raffles Corporate Services