Court : Singapore Supreme Court
..... section 350(2) provides as follows: provisions of division cumulative (2) this division shall be in addition to, and not in derogation of, any provisions contained in this or any other written law with respect to the winding up of companies by the court and the court or the liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies. ..... decision in cambridge gas transportation corpn v official committee of unsecured creditors of navigator holdings plc and others [2007] 1 ac 508 ("cambridge gas"); the court of appeal decision in rubin and another 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 intelligence 145; philip smart, "cross ..... the judge's decision is reported as beluga chartering gmbh (in liquidation) v beluga projects (singapore) pte ltd (in liquidation) and another (deugro (singapore) pte ltd, non-party) [2013] 2 slr 1035 ("the gd") 2. ..... the insolvency 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"). .....
Tag this Judgment!Court : Singapore Supreme Court
..... act as the group chief financial officer ("group cfo") of the companies ("the release letter"); (b) a letter between the plaintiff and the companies clarifying the terms of the release letter ("the side letter"); (c) an employment agreement between dominic and the companies appointing dominic as group cfo of the companies ("the employment agreement"); and (d) a secondment agreement between the plaintiff and the companies providing for the secondment of villanueva to the companies to act ..... chiaw sek anna v ng li-ann genevieve (sole executrix of the estate of ng hock seng, deceased) and another [2013] 3 slr 801(at [30] and [31]): it is, in our view, of the first importance to emphasise right at the outset the relatively ..... it would otherwise have been entitled to had it exercised its contractual right to terminate the consultancy agreement ("the ..... claimed that the companies' failure to inform it of the potential trade sale had also breached the following two clauses of the stcs: 3 access and information the client [the companies] also agree to provide [the plaintiff] with all information within the [the companies'] possession or control which [the ..... well set out by hobhouse j (as he then was) in alexander and others v standard telephones and cables ltd (no 2) [1991] irlr 286 after a consideration of the relevant case law (at 292-293): the principles to be applied can therefore be summarised ..... he has some reason for doing so": see barings plc (in liquidation) v coopers and lybrand (no. .....
Tag this Judgment!Court : Singapore Supreme Court
..... for an order under this section on the ground (a) that the affairs of the company are being conducted or the powers of the directors are being exercised in a manner oppressive to one or more of the members or holders of debentures including himself or in disregard of his or their interests as members, shareholders or holders of debentures of the company; or (b) that some act of the company has been done or ..... main issue or essential dispute between the parties, that is, whether the affairs of amrg have been managed by the 2nd defendant, under the control and influence of roger may, together with and/or with the assistance of the other defendants in a manner which is unfairly prejudicial to the plaintiff's interests.26 the plaintiff explains that it ..... , by the court, with such directions as may be necessary; (b) such orders and directions in the interim as the court thinks fit to regulate the conduct of the affairs of amrg; (c) alternatively, an order that amrg be placed under liquidation and a private liquidator be appointed to conduct the liquidation of amrg, with such liquidator to be appointed by agreement between the parties, failing which, by the court; ..... albeit implicitly, treated the term "matter" in s 6 of the iaa as referring to the claims in the proceedings (see, eg, piallo gmbh v yafriro international pte ltd [2013] sghc 260 ("piallo") at [16] (claim on dishonoured cheques); the "engedi" [2010] 3 slr 409 at [16]-[20] (in rem claim against the vessel); giant light metal .....
Tag this Judgment!Court : Singapore Supreme Court
..... 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 by two qualifications ..... in our view, there was a line to be drawn between a chance of enforcing a binding obligation and a chance of persuading a third party in effect to exercise goodwill and in the circumstances we did not think that dr han had proved his case. ..... judge's decision was his finding that a document signed on 1 march 2010 between the parties ("the 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")). ..... mr lee said in further reply that both richard and patrick were the controllers of ctva and the only two directors thereof, but the essential point was that we were being asked to undertake substantial surgery on the document in order to make it work as an agreement and in our view this rather militated against any such finding. 27 ..... appellants, the losing faction at trial, appealed against the decisions in both suits: civil appeal no 36 of 2013 ("ca 36") was the appeal in respect of suit 908 and civil appeal no 37 of 2013 ("ca 37") was the appeal in respect of suit 266. ..... in sembcorp marine ltd v ppl holdings pte ltd and another and another appeal [2013] 4 slr 193 we said that (at [100]): [t]he threshold for implying a term is necessarily a high one .....
Tag this Judgment!Court : Singapore Supreme Court
..... to allow the defendant to defeat that claim by 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 protect the company against unlawful breaches of duty of this kind. ..... the english court of appeal decision in bilta (uk) ltd (in liquidation) and others v nazir and others (no 2) [2014] ch 52 ("bilta") is very much on point with the present case. ..... we therefore have no hesitation in finding that despite what appeared to be a measure to promote the company's immediate financial position, the appellant did not exercise the diligence and care that a reasonable director of a company ought to have exercised bearing in mind the possible implications for the company. ..... first, the company's "primary rules of attribution" found in the company's constitution or in company law, and which vest certain powers in bodies such as the board of directors or the shareholders acting as a whole (ie, the unanimous consent rule). ..... in an e-mail dated 25 september 2008, the company's then group financial controller asked the appellant to explain the bontech agreement and the accounts showing the payments made to bontech. .....
Tag this Judgment!Court : Singapore Supreme Court
..... circumstances, the only proper response would be that articulated by colman j in berliner bank at 428, where he states, on facts that are highly similar to those in the present case: it seems to me to be inappropriate that the court should decline to exercise its jurisdiction in such a case if there is material before it to suggest that a judgment obtained by the automatic method might well not be enforceable in foreign jurisdictions where the defendant is known to have assets or where there is a reasonable belief ..... as noted by asst prof goh yihan, "the inherent jurisdiction and inherent powers of the singapore courts" [2011] 1 sjls 178 ("inherent jurisdiction and powers of the singapore courts") at pp 180-182, the singapore courts have meant different things even when the same expression is being used and the exercise of "power" is dependent on there being "jurisdiction" in the first place. ..... 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. ..... 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. ..... thus, the company owed the plaintiff total interest of us$1,098,171.93 as of 31 march 2013. .....
Tag this Judgment!Court : Singapore Supreme Court
..... to produce, deliver or process petroleum or any loss of or anticipated loss of use, profit or revenue; (b) loss or damage incurred or liquidated or pre-estimated damages of any kind whatsoever borne or payable, under any contract for the sale, exchange, transportation, processing, storage or other ..... companies can only act through individuals, and the only way a court can exert control over companies would be to issue orders - whether directly or indirectly - against those individuals who act on its behalf and ..... and on the basis that the power exists to issue an ejd order out of the jurisdiction against the director or officer of a corporate litigant, lord mance's concerns can be addressed by the court when it comes to consider whether it will exercise its power and ..... revenue that transocean would have earned under the drilling contract (us$126,292,500), minus (b) total expenses that transocean would have incurred in performing the drilling contract (us$24,494, ..... company has come to a calamitous end and has been wound up by the court, the obvious intention of this section was that those responsible for the company's state of affairs should be liable to be subjected to a process of investigation and ..... and masri were considered by the grand court of the cayman islands in cigna worldwide insurance company (by and through its court-appointed receiver, josie senesie, and in respect of the assets undertaking and affairs of its licensed liberian branch and business) v ace limited (unreported, 13 may 2013 .....
Tag this Judgment!Court : Singapore Supreme Court
..... civil appeal no 7 of 2013 ("ca 7/2013") is the comptroller's appeal against the judge's holding that he had not acted reasonably and fairly in exercising his powers under s 33(1); civil appeal no 8 of 2013 ("ca 8/2013") is the taxpayer's appeal against the judge's holding that the financing arrangement amounted to a tax avoidance arrangement within the meaning of s 33(1) of the act. ..... (pc)"). lord templeman, delivering the majority opinion of the board, rejected the suggestion that formalistic compliance with the conditions in specific statutory provisions would preclude the operation of s 99 (at 164h-165a) and instead drew a distinction between tax mitigation and tax avoidance (at 168d-f): section 99 does not apply to tax mitigation where the taxpayer obtains a tax advantage by reducing his income or by incurring expenditure in circumstances in which the taxing statute affords a reduction in tax ..... . i would also like to clarify that companies and individuals granted tax exemptions and concessions under specific incentive schemes would not be affected by the new section 33 ..... . as at 31 december 2002, the residual balances in the s 44 accounts and the accumulated profits of the subsidiaries were:4 subsidiarysection 44 account balanceaccumulated profitsd$17,916,948.66$40,000.00e$7,354,359.65$16,456,824.00f$1,952,523.91$1,044,536.00g$1,391,292.12$165,920.00 the tax assessments 15 .....
Tag this Judgment!Court : Singapore Supreme Court
..... convenient for it to carry on for or in connection with the discharge of its functions and duties under this act and, in particular, the board may exercise the following powers: (a) to act as an agent for the government or, with approval of the minister, for any person, body or organisation for the transaction of any business connected with the tourism enterprise; (g) to acquire, take on lease, hire, hold and enjoy movable and immovable property and to convey, assign, surrender, charge, mortgage, demise, transfer or otherwise dispose of, or ..... . 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 ..... . section 125 of the evidence act (cap 97, 1997 rev ed) states that: no one shall be permitted to produce any unpublished official record relating to affairs of state, or to give any evidence derived therefrom, except with permission of the officer at the head of the department concerned, who shall give or withhold such permission as he thinks fit, subject, however, to the control of the minister. 70 ..... . in any case, the defendant points out that it had already informed the plaintiff by way of a letter dated 9 may 2013 that save for the request for proposal and the da, there are no further documents evidencing ura's request for the premises to be surrendered .....
Tag this Judgment!Court : Singapore Supreme Court
..... the plaintiff, lee seng, eder ("lee"), sought leave in the present application to commence a derivative action in the name and on behalf of the third defendant, neu-movers logistics pte ltd ("the company"), against the first and second defendants, wee kim chwee ("wee") and tien shin ("tien"), pursuant to s 216a of the companies act (cap 50, 2006 rev ed) ("the act"). ..... to ensure that the remedies that would be open to shareholders are not abused and give rise to unjustified court actions, section 216a contains strict conditions that must be satisfied before any action can be brought against ..... the demands for payment made by various creditors of the company (at [14]), i am of the view that liquidation of the company is more than likely. ..... trucks (out of the 22 in the company's name) were eventually bought by sino-freight forwarding and services pte ltd ("sino-freight"), a company controlled by tien. ..... sino-freight (which issued a letter of demand for $46,880.89 and statutory notice of demand for winding up dated 15 august 2013). ..... the inland revenue authority of singapore (which issued a demand note for payment of overdue goods and services tax amounting to $12,495 dated 16 august 2013). ..... other words, from august 2013, the risk that wee and tien might destroy the evidence would have been in existence whether or not lee gave notice to wee and tien. ..... 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]. .....
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