RBG Resources plc v Banque Cantonale Vaudoise: Sale of Goods, Metal Transactions & Liquidator's Rights

In RBG Resources plc (in liquidation) v Banque Cantonale Vaudoise and Others, the High Court of Singapore heard a claim by RBG's liquidators against Credit Lyonnais (CL) regarding ownership of metals stored in Singapore warehouses. RBG, formerly Allied Deals plc, had engaged in metal trading with CL's division, Credit Lyonnais Rouse Derivatives (CLRD). CL claimed ownership of certain metals based on purchase transactions, while RBG counterclaimed for conversion of nickel briquettes. The court, presided over by Justice Woo Bih Li, ruled in favor of RBG, dismissing CL's claims to the metals (except for one drum of nickel) and allowing RBG's claim for conversion of the nickel briquettes.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff's claims allowed, save for one drum of nickel. Second defendant's claim dismissed, save for one drum of nickel.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment reserved

1.5 Jurisdiction

Singapore

1.6 Description

RBG Resources' liquidators sued Credit Lyonnais over metal ownership. The court ruled for RBG, dismissing CL's claims and allowing RBG's conversion claim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Banque Cantonale VaudoiseDefendantCorporationJudgment in DefaultDefault
RBG Resources plc (in liquidation)PlaintiffCorporationClaim Allowed in PartPartial
Credit LyonnaisDefendantCorporationClaim Dismissed in PartPartial
Westdeutsche Landesbank GirozentraleDefendantCorporationSettledSettled
BNP Paribas (Suisse) S.A.DefendantCorporationSettledSettled
Ing Bank N.V.DefendantCorporationSettledSettled
Banque Bruxelles LambertDefendantCorporationSettledSettled
GMAC Commercial Finance PLCDefendantCorporationSettledSettled
Credit Lyonnais Rouse LimitedOtherCorporationNeutralNeutral
Credit Lyonnais Rouse DerivativesOtherCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudgeYes

4. Counsels

Counsel NameOrganization
Quek Mong HuaLee and Lee
Sarjit Singh GillShook Lin and Bok
Koh Kia JengLee and Lee
David ChanShook Lin and Bok
Matthew SawLee and Lee
Mervyn FooLee and Lee
Loh Jen WeiRodyk and Davidson
Lawrence TehRodyk and Davidson

4. Facts

  1. RBG was placed in compulsory liquidation in England on 12 June 2002.
  2. CL claimed ownership of metals stored in Fujitrans warehouses based on purchase transactions with RBG.
  3. CLRD would purchase metal from RBG and grant RBG a call option to buy the metal back.
  4. CL relied on warehouse receipts with lot numbers as evidence of appropriation.
  5. Harris inspected the warehouses on 12 March 2002 and was shown metals by Lim.
  6. Lim told Kennard that all metals in the Fujitrans warehouses belonged to RBG.
  7. CL instructed Fujitrans to release 300mt of nickel briquettes to Steinweg on 7 May 2002.

5. Formal Citations

  1. RBG Resources plc (in liquidation) v Banque Cantonale Vaudoise and Others, Suit 1175/2002, [2004] SGHC 123

6. Timeline

DateEvent
Impactworld plc changed its name to Allied Deals plc
RBG became a customer of Credit Lyonnais Rouse Ltd
Rong De Distribution Pte Ltd operated a warehouse at Block 513
Allied Deals plc changed its name to RBG Resources plc
RBG entered into metal trading with Credit Lyonnais Rouse Derivatives
CL received information that RBG’s auditors had resigned
Inspection of metals in Fujitrans warehouses was done by CLRD’s William John Harris
Rong De leased another warehouse from PSA, namely, Block 519
English court ordered RBG to be placed in provisional liquidation
RBG was placed in provisional liquidation
Darryl John Kennard spoke to and met with Lim about the metals in the Fujitrans warehouses
Harris had a telephone discussion with Lim
CL instructed Lim to release metals purchased by CL to Steinweg
BCV commenced an action in Singapore against RBG and Fujitrans
BCV obtained an interim injunction restraining RBG and Fujitrans from dealing with metals
Steinweg moved nickel briquettes out of Keppel Distripark
CL commenced an action in Singapore against Fujitrans
CL obtained an interim injunction to restrain Fujitrans from dealing with metals held for CL
Fujitrans joined Lim and others as parties to the BCV action
Fujitrans obtained Anton Piller orders against Lim and others
RBG was placed in compulsory liquidation in England
Fujitrans applied in the BCV action for interpleader relief
Lim was found dead
RBG obtained an order in the BCV action giving RBG discovery of documents
Harris made a second visit to the warehouses
Interpleader relief was granted in the BCV action
RBG filed a petition in Singapore in Companies Winding Up No 60 of 2002
Orders were made appointing Singapore provisional liquidators over RBG
Orders were made allowing liquidators to survey and sell metals in warehouses
RBG commenced the present action
RBG was ordered to be wound up by the Singapore court
Trial of the action began
Trial of the action ended
Judgment reserved

7. Legal Issues

  1. Ascertainment of Goods
    • Outcome: The court held that CL failed to establish that the metal it claimed was ascertained by appropriation, except for one drum of nickel.
    • Category: Substantive
    • Sub-Issues:
      • Appropriation to contract of purchase
      • Warehouse accounting system
      • Commingling of goods
  2. Ownership of Goods Forming Part of Bulk
    • Outcome: The court held that CL failed to establish that the metal was purchased as part of a bulk.
    • Category: Substantive
  3. Estoppel
    • Outcome: The court held that the liquidators of RBG were not estopped by representations made by RBG before liquidation.
    • Category: Procedural
  4. Conversion
    • Outcome: The court found that RBG had established its claim against CL for conversion of nickel briquettes.
    • Category: Substantive
  5. Applicability of Sale of Goods Act to Security Transactions
    • Outcome: The court found that the transactions were sale contracts, not security arrangements.
    • Category: Substantive

8. Remedies Sought

  1. Damages for conversion
  2. Declaration of ownership of metals

9. Cause of Actions

  • Conversion

10. Practice Areas

  • Commercial Litigation
  • Liquidation

11. Industries

  • Finance
  • Commodities Trading
  • Warehousing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
In re Goldcorp Exchange LtdN/AYes[1995] 1 AC 74N/ADistinguished from Knights v Wiffen regarding estoppel, but the court noted there may be a shadow over the decision in Wiffen.
Knights v WiffenN/AYes(1870) LR 5 QB 660N/ACited regarding estoppel, but distinguished on the facts. The court noted there may be a shadow over the decision in Wiffen.
In re Exchange Securities & Commodities LtdN/AYes[1988] Ch 46N/ACited for the principle that a liquidator is not bound by representations made by the company before liquidation.
The Fat Kee Firm v The Po On Marine Insurance Co., Ld.N/AYes[1907] 4 HKCU 1N/ACited for the principle that creditors of a bankrupt are not bound by estoppel and that the plaintiff cannot set up this estoppel so far as the bankrupt’s estate is concerned.
Asia Sawmill Co Pte Ltd v Tan Bak LiangN/AYes[1999] SGHC 160SingaporeCited for the principle that a liquidator may not be estopped by representations made by the company.
Thai Chee Ken v Banque ParibasCourt of AppealYes[1993] 2 SLR 609SingaporeCited to support the point that a financing transaction does not necessarily encompass a loan.
Gavin’s Trustee v FraserN/AYes[1920] SC 674N/ACited regarding the interpretation of s 61(4) of the Sale of Goods Act 1893, which is in pari materia with s 62(4) of the Act.
Beresford v Royal Insurance Company, LimitedN/AYes[1938] AC 586N/ACited to illustrate that even a personal representative of the estate of a wrongdoer is bound by the doctrine that a wrongdoer is not allowed to benefit from his illegal conduct.
In re Silver Valley MinesN/AYes(1882) 21 Ch D 381N/ACited for the proposition that liquidators are agents of the company.
Knowles v ScottN/AYes[1891] 1 Ch 717N/ACited for the proposition that liquidators are agents of the company.
Hepburn v. LawN/AYesHepburn v. Law [1914 SC 918]N/AThe issue is the same as in the latest case in this Division Hepburn v. Law [1914 SC 918], whether there was merely the form of a contract of sale without the reality
Maas v. PepperN/AYesMaas v. Pepper [[1903] 1 KB 226, [1905] AC 102]N/Aand in the English case of Maas v. Pepper [[1903] 1 KB 226, [1905] AC 102], in which the Lord Chancellor used the expression that the sale was colourable.
Hadley v BaxendaleN/AYes(1854) 9 Exch 341; 156 ER 145N/AClause 5 was incorporated to take into consideration the case of Hadley v Baxendale (1854) 9 Exch 341; 156 ER 145.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Sale of Goods Act (Cap 393, 1999 Rev Ed)Singapore
Section 16 Sale of Goods Act (Cap 393, 1999 Rev Ed)Singapore
Section 20A Sale of Goods Act (Cap 393, 1999 Rev Ed)Singapore
Section 62(4) of the Sale of Goods ActSingapore
s 61(1) of the ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Ascertainment
  • Appropriation
  • Commingling
  • Bulk
  • Warehouse receipt
  • Lot number
  • Conversion
  • Liquidation
  • Call option
  • Rollover
  • Delivery documentation
  • Metal trading

15.2 Keywords

  • metal
  • liquidation
  • sale of goods
  • conversion
  • warehouse
  • Singapore
  • RBG Resources
  • Credit Lyonnais
  • ownership
  • title
  • liquidator
  • bulk
  • ascertainment

17. Areas of Law

Area NameRelevance Score
Sale of Goods80
Commercial Law75
Conversion65
Insolvency Law60
Winding Up55
Torts50
Contract Law40
Liquidation40
Breach of Contract30
Property Law30
Damages20
Estoppel20
Illegality10

16. Subjects

  • Commercial Law
  • Insolvency Law
  • Sale of Goods
  • Tort Law