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- Significant cases & deals featuring our lawyers
Lee Eng Beng SC from the Business Finance & Insolvency Practice, as well as Disa Sim and Jonathan Lee from the Appeals & Issues Practice, successfully acted for EC Investment Holding Pte Ltd ("ECIH") in its claim for the distribution of trust assets.
The proceedings in EC Investment Holding Pte Ltd v Ridout Residence Pte Ltd [2013] SGHC 139 involved questions of priority of distribution, both between the creditors themselves, and between the creditors and the Official Assignee ("OA"). Eventually, the High Court agreed with ECIH's position on priority, ordering pari passu distribution of the assets between the creditors.
Brief Facts
The original dispute involved claims against Ridout Residence Pte Ltd ("Ridout") relating to its proposed sale of a property ("Property") to ECIH. Ridout was a trust vehicle created by Mr Agus Anwar ("Anwar"), its sole director and shareholder, who is now bankrupt. Ridout failed to transfer the Property to ECIH in accordance with the terms of its agreement with ECIH. Ultimately, Ridout was found liable to a number of claimants. The Court ordered that the Property be transferred to one of the Interveners, and that the purchase monies be paid into Court. ECIH was awarded damages against Ridout for breach of contract.
Three of Ridout's creditors then sought to claim the sums paid into Court. Amongst them, ECIH's claim was by far the highest, amounting to approximately S$19 million. The claims by the second and third claimants were for over S$3 million and S$230,000, respectively. Further, the OA also sought to claim the entirety of the monies in Court on behalf of Anwar’s estate. However, the balance purchase price left amounted to only slightly more than S$4 million, and was therefore insufficient to satisfy the claims of all the creditors.
The Court thus had to determine the priority of distribution of the balance sum.
Holding of the High Court
ECIH submitted that the creditors' claims should take priority to the OA's, and that the balance sum should be distributed among them pari passu. The Court agreed with ECIH's position on the proper distribution of the balance purchase price.
The claimants were able to take priority over the OA by virtue of the doctrine of subrogation. Ridout had a right against Anwar to be indemnified out of the trust property (the trust property here being the balance sums held in Court). The claimants were entitled to be subrogated to this right, as the acts complained of and leading to these proceedings all arose from contracts negotiated and signed by Anwar in his capacity as director of Ridout. As such, their claims took priority over his.
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Rebecca Chew, Paul Tan, and Lim Huay Ching successfully represented Giant Light Metal Technology (Kunshan) Co. Ltd ("GLMT") in what is believed to be the first instance of a Singapore Court enforcing a judgment from China.
Brief Facts
This case concerns the recognition and enforcement of a judgment ("PRC Judgment") obtained from the Suzhou Intermediate Court, Jiangsu Province, in the People's Republic of China ("PRC Court"). The PRC Judgment relates to a claim by GLMT that two generator sets purchased from the Defendant, Aksa Far East Pte Ltd ("Aksa Singapore"), contrary to the agreement between the parties, (i) were not brand new; (ii) did not originate from England, UK; and (iii) were incapable of use.
GLMT sought to enforce the PRC Judgment in Singapore against the Singapore-based Aksa Singapore. However, Aksa Singapore resisted the recognition and enforcement of the PRC Judgment on several bases, with their main argument being that the PRC Court did not have "international jurisdiction" in the private international law sense because: (i) there was no voluntary submission to the PRC Court; and (ii) the Defendant was neither resident nor present in the PRC at the relevant time.
Decision of the High Court
The learned Justice Andrew Ang heard both parties on the issue of whether the PRC Court has "international jurisdiction" over Aksa Singapore. Evidence was adduced on how Aksa Singapore carried on its business in China and whether the activities could properly be construed as Aksa Singapore having a presence in China at the time of commencement of the Chinese proceedings. Evidence was also adduced on the issue of submission to the PRC Court. Both parties also adduced expert Chinese law evidence from Chinese lawyers on the interpretation of the Chinese judgment, the manner in which the Chinese Court would assume jurisdiction over the claim and the way the Chinese court would adjudicate the claim.
After hearing all the evidence and legal submissions from both parties, Justice Ang granted judgment in favour of GLMT against Aksa Singapore on the terms as stated in the PRC Judgment.
This is the first time a PRC judgment has been recognised and enforced in Singapore. It means that investors who do business with Singapore counterparts who conduct business in China have the comfort of knowing that a judgment from the Chinese courts can be enforced here. Conversely, it highlights the importance of taking proper legal advice as to: (i) how Singapore companies structure their business in China; and (ii) their participation in legal proceedings before the Chinese courts. This judgment may even have wider implications for companies doing business overseas as well, not just in China. It would clarify the position on the applicable test to apply in determining whether a Singapore company can be said to have maintained a presence in an overseas jurisdiction.
Our firm has featured this case in a Client Update. Please click on this link to access it.
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Toh Kian Sing SC, Ian Teo and Ting Yong Hong from the Admiralty and Shipping Practice successfully represented the Respondent, Transocean Offshore Ventures Limited ("Transocean"), in Transocean Offshore International Ventures Limited v Burgundy Global Exploration Corporation [2013] SGHC 117. The High Court dismissed an appeal against the assessment of damages by the Appellant, Burgundy Global Exploration Corporation ("Burgundy"), upholding the majority of the quantification of damages.
The case is significant as it involved a claim for the breach of one contract, and an assessment of damages arising from loss of profits under a separate but related agreement.
Brief Facts
Burgundy initially entered into an agreement with Triton Industries Inc ("Triton") for the provision of a drilling rig. Burgundy, Triton and Transocean then entered into a contract to transfer Triton’s rights and obligations under the contract to Transocean ("Drilling Contract").
To facilitate the transfer, Transocean and Burgundy then entered into an Escrow Agreement. When Burgundy failed to make a payment under the Escrow Agreement, Transocean terminated the Drilling Contract.
Transocean obtained summary judgment against Burgundy for breach of the Escrow Agreement. On an assessment of damages, Transocean was awarded loss of profits under the Drilling Contract amounting to more than US$105 million.
Holding of the High Court
The High Court held in favour of Transocean.
Burgundy had attempted to rely on an arbitration clause and an exclusion clause in the Drilling Contract. However, the Court determined that the arbitration clause was inapplicable as the dispute of liability and subsequent assessment of damages fell under the Escrow Agreement, and not the Drilling Contract. Further, the exclusion for consequential loss did not protect Burgundy as Transocean’s loss of profits under the Drilling Contract were direct losses.
The Court also accepted the formula adopted by Transocean for quantification of net loss of profits under the Drilling Contract. The initial assessment of damages was thus mostly retained.
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Ng Kim Beng, Hazel Tang and Zheng Sicong from the International Arbitration Practice successfully represented the Plaintiff, York International Pte ("York"), in York International Pte Ltd v Voltas Limited [2013] SGHC 124, in obtaining an injunction to restrain the Defendant, Voltas Limited ("Voltas"), from receiving payment on a performance bond until (and unless) York is adjudged to be liable in arbitration proceedings between the parties.
Brief Facts
York and Voltas entered into a purchase agreement under which York was to supply chillers for a district cooling plant in Sentosa Island. Pursuant to the agreement, York provided a performance bank guarantee ("Guarantee").
At one point, some of the motors in the chillers broke down, and York was requested to perform extensive repairs and conduct investigations. The parties could not agree on what the cause of the breakdown was and, consequently, who should bear the costs of the breakdown, and the matter was submitted to arbitration.
Subsequently, Voltas requested York to extend the Guarantee. However, this was rejected by York who took the position that it was not obliged to extend the Guarantee. Having failed to reach an agreement, Voltas proceeded to invoke the Guarantee.
Holding of the High Court
York sought to restrain Voltas from invoking the Guarantee, but only pending the outcome of the concurrent arbitral proceedings between the parties. The Court granted the injunction, finding that York had taken an eminently reasonable position, and that Voltas would not be prejudiced by the injunction.
The Court also examined the nature of the Guarantee, and found that it was conditional in nature, meaning that there must have, in fact, been a breach of the underlying contract leading to loss before it could be invoked. The Court further found that Voltas’s demand under the Guarantee was defective – while Voltas had stated in its demand that there had been a breach of the underlying agreement, it had failed to state that it had thereby suffered loss, as required by the wording of the Guarantee.
It was thus ordered that Voltas would be restrained from calling on the Guarantee unless and to the extent that York is adjudged to be liable in the concurrent arbitration proceedings.
Voltas has appealed against this decision. The appeal is scheduled for hearing before the Court of Appeal in November 2013.
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Hamidul Haq, Thong Chee Kun and Istyana Ibrahim from the Commercial Litigation Practice acted for Indonesian businessman Radius Christanto ("Christanto") in a case involving an extradition request from Australia to Singapore.
Christanto faces two charges in Australia for conspiracy to commit bribery and had consented to being surrendered to the Australian authorities. However, the matter had been delayed for at least a year because of complications arising from his various medical conditions, including coronary heart disease and lung cancer. The only remaining contested issue was that of his place and manner of custody upon issuance of the warrant of committal.
It was submitted inter alia that Christanto was in poor health, and thus unsuitable for regular prison while in custody. The Court noted that the term "prisons" under Singapore law includes the secured ward of Changi General Hospital. Further, the court observed that under the Singapore Prisons Act, the Director of Prisons is empowered upon admission of the fugitive to medically examine the fugitive to examine the appropriate prison facility upon the place of committal, and that there are powers under the Prisons Act for the Director to determine the most appropriate place of custody. Eventually, upon his committal and having undergone a prisons medical assessment, Christanto was transferred to the secured ward of Changi General Hospital for the duration of his custody pending extradition. Back to Top Print
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