Windsor Holdings Pte Ltd: Winding Up Petition for Inability to Pay Debts
Overseas Chinese Banking Corp (OCBC) petitioned the High Court of Singapore to wind up Windsor Nursing Holdings Pte Ltd due to its inability to pay debts arising from two loan facilities. The company, represented by Loo Choon Beng and Chay Kwok Kee, directors holding 57% of the shares, argued that OCBC should exhaust its mortgage on a property valued above $6 million and that the 1997 facility was illegal. The court, presided over by Justice Choo Han Teck, found the company unable to secure fresh financing despite its assets and granted the winding-up petition.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Petition granted.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
OCBC petitioned to wind up Windsor Holdings for inability to pay debts. The court granted the petition, finding the company unable to secure financing despite having assets.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Overseas Chinese Banking Corp | Petitioner | Corporation | Petition granted | Won | |
| Windsor Nursing Holdings Pte Ltd | Respondent | Corporation | Winding up order granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Hri Kumar | Drew & Napier |
| Ajay Advani | Drew & Napier |
| Lim Joo Toon | Thomas Tham & Co |
4. Facts
- Overseas Chinese Banking Corp petitioned to wind up Windsor Nursing Holdings Pte Ltd.
- The company owed debt arising from two facilities granted by the petitioners.
- The 1995 facility comprised an overdraft of $2m and a term loan of $1.5m.
- The 1997 facility comprised an overdraft of $1.5m and a term loan of $500,000.
- The petitioners terminated the overdraft facility and demanded payment.
- The company was unable to raise fresh financing despite having security worth $5.7m.
5. Formal Citations
- Re Windsor Holdings Pte Ltd, CWU 303/2000, [2001] SGHC 22
6. Timeline
| Date | Event |
|---|---|
| 1995 facility granted | |
| 1997 facility granted | |
| Overdraft facility activated | |
| Term loan disbursed | |
| Overdraft facility terminated | |
| Event of default declared | |
| Company's solicitors asked for indulgence | |
| Petitioners granted extension of time | |
| Valuation report by Colliers Jardine | |
| Statutory demand issued | |
| Company's solicitors stated 'in principle' approval for new loan | |
| Petition filed | |
| Company's solicitors stated financing obtained from two banks | |
| Petition heard | |
| Hearing resumed | |
| Decision Date |
7. Legal Issues
- Inability to Pay Debts
- Outcome: The court found the company unable to pay its debts and granted the winding-up petition.
- Category: Substantive
8. Remedies Sought
- Winding Up Order
9. Cause of Actions
- Winding Up
10. Practice Areas
- Insolvency
- Commercial Litigation
11. Industries
- Banking
- Healthcare
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Cornhill Insurance v Improvement Services | N/A | Yes | [1986] 1 WLR 114 | N/A | Cited for the principle that companies who do not pay their debts have only themselves to blame if it is thought that they cannot pay them. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Inability to pay debts
- Statutory demand
- Overdraft facility
- Term loan
- Personal guarantees
15.2 Keywords
- Winding up
- Insolvency
- Debts
- Petition
- Banking
- Singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Company Law | 60 |
| Bankruptcy | 30 |
| Contract Law | 20 |
16. Subjects
- Insolvency
- Winding Up
- Banking