Landmark Case in International Corporate Law: Gonzalo Gil White v Oro Negro – A Comprehensive Analysis of Prohibitory Injunctions, Corporate Governance, and Judicial Comity

Landmark Case in International Corporate Law: Gonzalo Gil White v Oro Negro – A Comprehensive Analysis of Prohibitory Injunctions, Corporate Governance, and Judicial Comity


The Court of Appeal of Singapore recently rendered a landmark judgment in the highly complex and significant case of Gonzalo Gil White v Oro Negro Drilling Pte Ltd and others [2024] SGCA 9. This pivotal decision sheds light on critical issues in international civil procedure, corporate governance, prohibitory injunctions, and the conflict of laws. This article provides an in-depth analysis of the case, exploring the court’s reasoning and its far-reaching implications for international corporate law and litigation strategy.

Background of the Case

The dispute centers on several Singapore-incorporated companies collectively known as Oro Negro, which operate offshore drilling rigs in Mexican waters. The conflict arose when the respondents initiated restructuring proceedings in Mexico, termed “concurso,” without adhering to the strict governance procedures outlined in their articles of association, specifically Article 115A.

Key Legal Issues

The Court of Appeal’s decision revolved around several intricate legal issues that are pivotal for international corporate law:

  1. Prohibitory Injunctions and Negative Covenants
  2. Corporate Governance and Powers of Attorney
  3. Conflict of Laws and Judicial Comity

Prohibitory Injunctions and Negative Covenants

A central aspect of the case was Article 115A of the respondents’ articles of association, which mandated that any restructuring proceedings could only be initiated with the approval of an independent director appointed by a bond trustee. The directors of Oro Negro, without securing this approval, granted powers of attorney to Mexican lawyers to commence concurso proceedings. This action violated Article 115A, prompting the respondents to seek injunctions from the Singapore courts to restrain these breaches.

The Court reaffirmed that a prohibitory injunction to restrain the breach of a negative covenant is typically granted as a matter of course. The legal basis for such relief lies in the implied contractual terms between the directors and the company, binding them to adhere to the governance protocols stipulated in the company’s constitution.

Corporate Governance and Powers of Attorney

The respondents’ directors granted powers of attorney to the Guerra Lawyers, enabling them to file concurso petitions on behalf of the respondents. This was done without the requisite approval from the independent director, Mr. Noel Cochrane Jr. The Court found that this unauthorized action constituted a breach of the directors’ fiduciary duties and the implied contract incorporating Article 115A.

Conflict of Laws and Judicial Comity

One of the most challenging aspects of the case was the interplay between Singapore and Mexican legal proceedings. The Mexican courts had ruled on the validity of the concurso petitions, despite the ongoing interim injunctions issued by the Singapore courts. The appellant, Mr. Gonzalo Gil White, argued that considerations of judicial comity necessitated the Singapore courts to respect the Mexican court decisions.

The Court of Appeal, however, held that judicial comity does not require deference to foreign judgments obtained in breach of local court orders. The Singapore Court emphasized its duty to uphold its jurisdiction and protect the integrity of its orders, rejecting the notion that comity could be invoked to override the binding interim injunctions.

Implications for International Corporate Law

The decision in Gonzalo Gil White v Oro Negro has significant implications for corporate governance and international litigation:

  1. Reinforcement of Corporate Governance Protocols: The judgment underscores the importance of adhering to governance structures stipulated in corporate constitutions, particularly in cross-border operations.
  2. Clarification on the Scope of Judicial Comity: The ruling provides clarity on the limits of judicial comity, affirming that local courts need not yield to foreign judgments that conflict with their orders.
  3. Guidance on International Injunctions: The case sets a precedent on the issuance and enforcement of international injunctions, especially in cases involving conflicting jurisdictions.


The Gonzalo Gil White v Oro Negro case serves as a landmark decision in international corporate law, reinforcing critical principles of corporate governance and the enforcement of legal rights across jurisdictions. It highlights the challenges of navigating international legal waters and the necessity for clear, robust legal frameworks to manage cross-border corporate disputes. This decision will undoubtedly influence future litigation strategies and corporate practices, ensuring greater adherence to governance protocols and respect for judicial authority.

By understanding the nuances of this case, legal professionals and corporate entities can better navigate the complexities of international corporate governance and litigation, ensuring compliance with legal standards and the protection of corporate interests on a global scale.

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