Span Pacific v ASP Crew: Security for Costs in Minority Shareholder Dispute
In Span Pacific Corporation v ASP Crew Management Ltd, the Singapore High Court heard an appeal by Mr. Oldfield, Mr. Tay and ASP Crew Management Services Ltd against the dismissal of their application for Span Pacific Corporation, a minority shareholder of ASP Crew Management Ltd, to provide security for costs. Span Pacific had sued the defendants for breach of fiduciary duties and sought the return of USD800,000. The High Court dismissed the appeal, finding that Span Pacific was not merely a nominal plaintiff and considering the conduct of the defendants.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal of second, third and sixth defendants dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court case regarding security for costs. Span Pacific, a minority shareholder, sued ASP Crew. The court dismissed the application for security for costs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Span Pacific Corporation | Plaintiff | Corporation | Successful in resisting application for security for costs | Won | |
| ASP Crew Management Ltd | Defendant | Corporation | Appeal dismissed | Lost | |
| David John Oldfield | Defendant | Individual | Appeal dismissed | Lost | |
| Tay Liang Chang | Defendant | Individual | Appeal dismissed | Lost | |
| ASP Pacific Holdings Pty Ltd | Defendant | Corporation | Neutral | Neutral | |
| Crew Management Services S.A. | Defendant | Corporation | Neutral | Neutral | |
| ASP Crew Management Services Ltd | Defendant | Corporation | Appeal dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chua Choon King | Rajah & Tann |
| Kueh Ping Yang | Ang & Partners |
4. Facts
- Span Pacific is a minority shareholder in ASP Crew Management Ltd.
- Disputes arose between the shareholders regarding the management of ASP Crew Management Ltd.
- An agreement was made to transfer the business of ASP Crew Management Ltd to CMS.
- A dispute arose regarding the payment of rejoining bonus funds.
- Mr. Oldfield and Mr. Tay authorized the transfer of USD800,000 to ASP Crew Management Services Ltd.
- Span Pacific commenced action as a minority shareholder for breach of fiduciary duties.
- The defendants applied for Span Pacific to provide security for costs.
5. Formal Citations
- Span Pacific Corporation v ASP Crew Management Ltd and Others, Suit 1193/2002, RA 34/2003, [2003] SGHC 84
6. Timeline
| Date | Event |
|---|---|
| Agreement between joint venture partners to provide crewing agency services. | |
| In-principle agreement to transfer the business of ASPCM to a company within the ASP group. | |
| Written agreement between ASPCM and CMS to transfer the crew management business to CMS. | |
| Mr Pan received a Notice of Directors’ Meeting to be held on 20 September 2002. | |
| Directors’ Meeting held; resolution passed to transfer bank account balances to ASP Crew Management Services Ltd. | |
| Mr Tay authorised the transfer of USD800,000 to ASP Crew Management Services Ltd. | |
| USD800,000 transferred to another account of ASP Crew Management Services Ltd with Den Norske Bank. | |
| Span commenced action as minority shareholder of ASPCM. | |
| Span gave notice of intention to seek an injunction. | |
| Interim injunction order made. | |
| USD800,000 transferred out of Singapore to an account in Switzerland. | |
| USD800,000 transferred to a bank account in Guernsey. | |
| Solicitors for the Applicants sent a letter to Span’s solicitors mentioning the quantum of $75,000 which was sought as security for costs. | |
| Mr Oldfield, Mr Tay and ASP Crew Management Services Ltd applied for Span to provide security for their costs of the action. | |
| Application for Span to provide security for costs dismissed by an Assistant Registrar. | |
| Appeal dismissed. |
7. Legal Issues
- Security for Costs
- Outcome: The court dismissed the application for security for costs.
- Category: Procedural
- Related Cases:
- [1995] 3 SLR 388
- Breach of Fiduciary Duty
- Outcome: The court did not make a determination on the breach of fiduciary duty claim, as the hearing was only regarding security for costs.
- Category: Substantive
8. Remedies Sought
- Declaration that Mr Oldfield and Mr Tay were in breach of their fiduciary duties
- Order that ASP Crew Management Services Ltd pay ASPCM the USD800,000 with interest
9. Cause of Actions
- Breach of Fiduciary Duty
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Omar Ali bin Mohd & Ors v Syed Jafaralsadeg bin Abdukadir Alhadad & Ors | High Court | Yes | [1995] 3 SLR 388 | Singapore | Cited for the principle that it is not an inflexible rule that a plaintiff resident abroad should provide security for costs and that the likelihood of the plaintiff succeeding and the conduct of the defendants are relevant considerations. |
13. Applicable Rules
| Rule Name |
|---|
| O 23 r 1(b) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Security for Costs
- Minority Shareholder
- Fiduciary Duty
- Interim Injunction
- Joint Venture
- Crew Management
- Rejoining Bonus
- Training Fund
15.2 Keywords
- Security for costs
- minority shareholder
- fiduciary duty
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Civil Practice | 75 |
| Fiduciary Duties | 60 |
| Company Law | 50 |
| Minority Shareholders Rights | 40 |
| Contract Law | 30 |
16. Subjects
- Civil Procedure
- Company Law
- Shareholder Disputes