Tao Commodity Trader Inc v Fortis Bank: Service of Writ on Foreign Company

In Tao Commodity Trader Inc v Fortis Bank (Nederland) N.V., the Singapore High Court, presided over by Assistant Registrar Dawn Tan Ly-Ru on 19 February 2004, considered an application by Fortis Bank to set aside the service of a writ. The court allowed the application, holding that service on the bank's former agent was invalid because the bank had ceased to be registered in Singapore and no longer maintained a business presence. The primary legal issue was whether service on a former agent of a deregistered foreign company constituted valid service.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court set aside the service of writ on Fortis Bank, a deregistered foreign company, as it lacked a business presence in Singapore.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tao Commodity Trader IncPlaintiffCorporationApplication dismissedLost
Fortis Bank (Nederland) N.V.Defendant, ApplicantCorporationApplication allowedWon

3. Judges

Judge NameTitleDelivered Judgment
Dawn Tan Ly-RuAssistant RegistrarYes

4. Counsels

Counsel NameOrganization
Nazim KhanUniLegal LLC
Toh Kian SingRajah & Tann

4. Facts

  1. Fortis Bank was registered as a foreign company in Singapore.
  2. Fortis Bank sold its Singapore business operations to Fortis Bank S.A./N.V.
  3. Fortis Bank closed its Singapore branch.
  4. Fortis Bank lodged a Form 90 notice of cessation of business.
  5. Fortis Bank's name was removed from the register.
  6. Plaintiffs attempted to serve the writ on Schot, a former agent of Fortis Bank.
  7. Fortis Bank had ceased to maintain a place of business or carry on any business in Singapore at the time of service.

5. Formal Citations

  1. Tao Commodity Trader Inc v Fortis Bank (Nederland) N.V., Suit 1068/2003, [2004] SGHC 30

6. Timeline

DateEvent
Fortis Bank registered as a foreign company in Singapore.
Monetary Authority of Singapore granted Fortis Bank a banking license.
Business Transfer Agreement signed, transferring business operations to Fortis Bank S.A./N.V.
Fortis Bank closed its Singapore branch.
Fortis Bank lodged Form 90 notice of cessation of business.
Registry of Companies and Businesses acknowledged lodgement of Form 90 notice.
De Ruijter filed a Statutory Declaration Verifying Balance Sheet.
Fortis Bank's name removed from the register.
Plaintiffs purported to serve the writ on Schot.
Rajah & Tann informed UniLegal LLC that Fortis Bank had ceased to be registered.
Rajah & Tann protested the validity of the service of the writ.
Julio D. Sy. Jr. filed first affidavit.
Ian Teo filed an affidavit confirming that the question whether or not Singapore is the appropriate forum did not arise at all.
Judgment reserved.

7. Legal Issues

  1. Validity of Service of Process
    • Outcome: The court held that service on the former agent of a deregistered foreign company was not valid.
    • Category: Procedural
    • Sub-Issues:
      • Service on agent of deregistered foreign company
  2. Jurisdiction over Foreign Companies
    • Outcome: The court held that once the company ceased to be registered and ceased to trade in Singapore, the nexus for obtaining jurisdiction over them in Singapore also ceased to exist.
    • Category: Jurisdictional
    • Sub-Issues:
      • Corporate presence
      • Nexus for obtaining jurisdiction

8. Remedies Sought

  1. Order to set aside the service of writ
  2. Declaration that the High Court did not obtain jurisdiction over the defendants

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Banking

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Rome and another v Punjab Bank (No. 2)N/AYes[1990] BCLC 20EnglandCited regarding the effect of cessation of business on service through an agent.
Sabatier v The Trading CompanyN/AYes(1927) 1 Ch 495EnglandCited regarding service on an agent even after the foreign company abandoned its place of business.
Employers’ Liability Assurance Corporation, Limited v Sedgwick, Collins and Company, LimitedHouse of LordsYes(1927) AC 95EnglandCited regarding the validity of service on an agent when a company ceases to carry on business but does not remove the agent's name from the register.
Gillett v National Benefit Life and Property Assurance Company LimitedAustralian High CourtYes(1918) 24 CLR 374AustraliaCited regarding a company that had ceased to carry on business was not present or resident within the jurisdiction for the purposes of service.
Garthwaite v GarthwaiteN/AYes[1964] P 356N/ACited for the definition of jurisdiction.
Indo Commercial Society (Pte) Ltd v Ebrahim Yusef Abdul Rahman RahmaniN/AYes[1992] 2 SLR 1041SingaporeCited regarding voluntary submission alone as a ground of jurisdiction.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap. 50)Singapore
Supreme Court of Judicature Act (Cap. 322)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Service of writ
  • Foreign company
  • Cessation of business
  • Agent
  • Registration
  • Deregistration
  • Jurisdiction
  • Corporate presence
  • Form 90 notice
  • Companies Act

15.2 Keywords

  • service of writ
  • foreign company
  • jurisdiction
  • Singapore
  • Fortis Bank
  • Tao Commodity Trader

17. Areas of Law

Area NameRelevance Score
Jurisdiction90
Civil Procedure70
Banking and Finance70
Banking Law70
Company Law70
Commercial Litigation60
Contract Law50
Commercial Law50
Corporate Law40
Breach of Contract40
Corporate Litigation40
Burden of proof30
Asset Recovery30

16. Subjects

  • Civil Procedure
  • Company Law
  • Jurisdiction