Court : Singapore Supreme Court
..... the determination of the following questions of law ("the questions"): (1) whether the provisions of part x of the companies act (cap. 50) ("part x"), in particular section 350(2) of the companies act (cap. 50), apply to [beluga chartering] and its joint and several liquidators in singapore without exception or modification, such that the ..... law review committee ("the law review committee") recently concluded its review of singapore's bankruptcy and corporate insolvency regimes and submitted a report dated 4 october 2013 ("the insolvency review report"). chapter 11 sets out the law review committee's summary of the present law on cross-border insolvency, and notes that there ..... v eurofinance sa and others [2011] 1 ch 133 (reversed by the supreme court in rubin and another v eurofinance sa and others (picard and others intervening) [2013] 1 ac 236) as well as in academic commentary (see gabriel moss qc, ""modified universalism" and the quest for the golden thread" (2008) 21 insolvency .....
Tag this Judgment!Court : Singapore Supreme Court
..... a separate arrangement" and then proceeding to commence the previous suit to recover the shares. 242. what these two pieces of evidence show is that the companies had not acted in bad faith towards the plaintiff, whether at the time the trade sale was being discussed or at the time of terminating the consultancy agreement. accordingly, ..... at paras 10 12; affidavit of ulrich bernhard behringer dated 26 november 2012 (ulrichs affidavit?) at paras 45 and 46 8. closing submissions of plaintiff dated 30 december 2013 (plaintiffs submissions?) at paras 359(b) 9. deebs affidavit at para 19 10. ulrichs affidavit at paras 51 and 52 11. affidavit of dominic andrla dated 20 ..... as this will be relevant to my analysis later. voluntary assumption of responsibility 93. robby bernstein has observed in economic loss vol 1 (sweet and maxwell, 3rd ed, 2013) (at para 3-056) that the term "assumption of responsibility" can be used in two distinct senses. first, it may be used rather broadly for the purposes .....
Tag this Judgment!Court : Singapore Supreme Court
..... these other shareholders may think that the sir david is a wonderful chairman and disagree with his removal. 125. fulham thus has its detractors. in harry mcvea, "section 994 of the companies act 2006 and the primacy of contract" (2012) 75 mlr 1123 at p 1132, the author writes: on the face of it, patten lj's approach has a ..... assistant registrar's dismissal of the applications that the appeals before me were brought vide registrar's appeals nos 334, 336, 341 and 337 of 2013 ("ra 334/2013", "ra 336/2013", "ra 341/2013" and "ra 337/2013") respectively. the issues 11. broadly speaking, the parties agree that there are three issues before me: (a) whether the plaintiff's claim falls ..... 134] above). be that as it may, this does not arise on the facts of this case. conclusion 146. accordingly, the appeals in ra 334/2013, ra 336/2013, ra 341/2013 and ra 337/2013 are dismissed. 147. costs should follow the event. the plaintiff is to have the costs of these appeals to be taxed if not agreed. 1. .....
Tag this Judgment!Court : Singapore Supreme Court
..... was developed in the context of an action for minority oppression or for a just and equitable winding up of a company: see ebrahimi v westbourne galleries ltd and others [1973] ac 360. section 216(2) of the companies act gives the court a very wide power to "make such order as it thinks fit" but this power is circumscribed ..... 1 march document") constituted a binding shareholders' agreement that granted dr han an enforceable right to his positions in the joint venture company (see han cheng fong v teo chong nghee patrick and others [2013] sghc 51 ("[2013] sghc 51")). in suit no 266 of 2011 ("suit 266"), the judge dismissed the counter suit against dr han for conspiracy and ..... legitimate expectations and it followed that dr han was not wrongfully dismissed on this basis. 36. there was a further issue in relation to this point. the judge found ([2013] sghc 51 at [52] and [118]) that dr han was entitled to damages for losses suffered as a result of his wrongful dismissal. no doubt, if there was .....
Tag this Judgment!Court : Singapore Supreme Court
..... protect the company against unlawful breaches of duty of this kind. for this purpose and (it should be stressed) in this context, it ought ..... seeking to attribute to the company the unlawful conduct for which he is responsible so as to make it the company's own conduct as well would be to allow the defaulting director to rely on his own breach of duty to defeat the operation of the provisions of sections 172 and 239 of the companies act whose very purpose is to ..... and we do so hold. whether the appellant acted bona fide in the interests of the company 35. under s 157 of the companies act (cap 50, 2006 rev ed) ("the act"), a director is required at all times to act honestly, which means to act bona fide to promote or advance the interests of the company (see multi-pak singapore pte ltd (in receivership) .....
Tag this Judgment!Court : Singapore Supreme Court
..... on late payments starting from the date on which the payments fell due. thus, the company owed the plaintiff total interest of us$1,098,171.93 as of 31 march 2013. the indian defendants' liability under the guarantees 20. as payment from the company was not received, the plaintiff sought to enforce its rights under the corporate guarantee granted by ..... order, it can only exercise that power in a subject matter in which it has jurisdiction. the distinction between jurisdiction and power is recognised in the [supreme court of judicature act], ss 16 and 17 (which confer jurisdiction) and s 18 (which confers powers). 29. in the same article, asst prof goh notes that one of the ways in ..... the merits of the case. mr mayuri raghuvanshi, an advocate of the supreme court of india, gave evidence that s 13(b) of the code of civil procedure (act no 5 of 1908) (india) provides that a foreign judgment is conclusive unless it was not given on the merits of the case. in international woolen mills v standard .....
Tag this Judgment!Court : Singapore Supreme Court
..... ] ch 345 ("re seagull"), the court of appeal had to consider whether s 133 of the insolvency act 1986 (c 45) (uk) had extraterritorial effect. section 133(1) stated as follows: public examination of officers. (1) where a company is being wound up by the court, the official receiver or, in scotland, the liquidator may at any ..... matters, we have decided to allow both appeals for the reasons that follow. facts parties to the dispute 5. the appellant in ca 48/2013 is burgundy global exploration corporation ("burgundy"), a philippines company engaged in the business of exploring and developing oil and gas resources in the philippines. 6. the five appellants in ca 55 ..... in vain because, in our judgment, the respondent's claim for damages was premised on a fundamental conceptual error. 2. civil appeal no 48 of 2013 ("ca 48/2013") concerns two interrelated contracts. the first contract was governed by an arbitration agreement while the second was governed by a jurisdiction clause in favour of the .....
Tag this Judgment!Court : Singapore Supreme Court
..... that there would be no liability to pay tax by operation of law. the tax would be deemed to have been paid by the company on behalf of the shareholder under the imputation system. section 46 of the act, as it then stood, stated as follows: tax deducted from dividends, interests, etc. 46.(1) any tax (a) which a ..... 1) appropriately to counteract the tax advantage. issues before this court 31. each party appealed against all those findings of the judge that went against it. ca 7/2013 raises procedural issues relating to the exercise of the comptroller's powers under s 33(1) to counteract the tax advantage obtained by the taxpayer and the power under ..... the judgment of the court): 1. these are two cross appeals against the decision of the high court judge ("the judge") in aqq v comptroller of income tax [2013] 1 slr 1361 ("the judgment"), where he held that a financing arrangement that was entered into in conjunction with a corporate restructuring scheme amounted to tax avoidance within the .....
Tag this Judgment!Court : Singapore Supreme Court
..... thus no change to the substantive scope of the osa's provisions. currently, some of these selected statutory bodies are covered by the statutory bodies and government companies' protection of secrecy act (psa) but the scope of psa is narrower than the osa. this is not satisfactory in so far as official information vital to national security and ..... . 72. the assertion that an "affair of state" covers any document that is protected under s 5 of the osa, whilst understandable, calls for closer examination. section 5 of the osa is a complex provision which is capable of covering a very wide variety of material. as discussed above, care is needed before a conclusion can ..... s use and occupation of the outdoor areas. 10. the defendant denies most of the alleged representations and specifically asserts in its defence and counterclaim dated 3 january 2013 that the plaintiff had been informed that its use of the outdoor areas was subject to the approval of both the defendant and the ura. indeed, the .....
Tag this Judgment!Court : Singapore Supreme Court
..... as follows: (a) 14 days' notice to the directors of the company ("requirement 1"); (b) the action must be prima facie in the interests of the company ("requirement 2"); and (c) the complainant must be acting in good faith. has 14 days' notice been given to the directors of the company? 6 sections 216a(3)(a) and 216a(4) provide that: (3) no ..... before any action can be brought against corporations. [emphasis added] the above passage was also cited recently by the court of appeal in ang thiam swee vlow hian chor [2013] 2 slr 340 at [21]. 11 for the sake of completeness, i will give my brief observations on the canadian equivalent of s 216a found in the canada business ..... which issued a letter of demand for $46,880.89 and statutory notice of demand for winding up dated 15 august 2013). mr ong's only response was that there had been no winding up application against the company and that the company was "not in such a bad shape". 15. given the demands for payment made by various creditors of the .....
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