Raffles Town Club: Appointment of Receiver and Manager in Scheme of Arrangement
In Raffles Town Club Pte Ltd [2005] SGHC 178, the High Court of Singapore dismissed applications by litigant-members for the appointment of a special receiver and manager for Raffles Town Club, an order to restrain the Club from dealing with its assets, and for liberty to apply to examine the officers and directors of the Club. The litigant-members sought this information to make an informed decision on a proposed scheme of arrangement. The court found that the litigant-members had not made a sufficient case for the appointments and that the appointments would interfere with the management of the Club.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Applications for the appointment of a special receiver and manager, to restrain the Club from dealing with its assets, and for liberty to examine the officers and directors of the Club were dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court considered the appointment of a receiver and manager for Raffles Town Club in relation to a proposed scheme of arrangement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Raffles Town Club Pte Ltd | Respondent | Corporation | Applications dismissed | Won | K Shanmugam SC, Andrew Chan, M Reza, Candace Ler |
| litigant-members | Applicants | Other | Applications dismissed | Lost | Molly Lim SC, Roland Tong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kan Ting Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Molly Lim SC | Wong Tan and Molly Lim LLC |
| Roland Tong | Wong Tan and Molly Lim LLC |
| K Shanmugam SC | Allen and Gledhill |
| Andrew Chan | Allen and Gledhill |
| M Reza | Allen and Gledhill |
| Candace Ler | Allen and Gledhill |
4. Facts
- Litigant-members applied to appoint a special receiver and manager for the Club to ascertain its true financial position.
- The litigant-members sought to restrain the Club from dealing with its assets and to examine the Club's officers and directors.
- The litigant-members claimed they lacked information on the Club's financial position, including the balance of entrance fees, loans to directors, profits, and dividends.
- The Club stated it would supply information if requested and that the financial state would be dealt with in the explanatory statement to the scheme.
- The court found that appointing a receiver and manager would interfere with the Club's management and set back the timelines for the scheme.
5. Formal Citations
- Re Raffles Town Club Pte Ltd, OS 1164/2005, SIC 4541/2005, [2005] SGHC 178
- , , [2005] SGHC 173
6. Timeline
| Date | Event |
|---|---|
| Orders made for the convening of the meeting under s 210 of the Companies Act and for the stay of other proceedings. | |
| Application heard and disposed of. | |
| Solicitors for the litigant-members wrote for leave to make further arguments. | |
| Solicitors for the litigant-members wrote to state that they were not proceeding with prayers 1, 2 and 3 of the application for a stay of orders. | |
| Further hearing held; orders of 8 September confirmed. | |
| Decision date. | |
| Deadline for circulation of the scheme. | |
| Deadline for convening of the meeting. |
7. Legal Issues
- Appointment of Receiver and Manager
- Outcome: The court found that the litigant-members have not made out a case for the appointment of the special receiver and manager.
- Category: Substantive
- Scheme of Arrangement
- Outcome: The court considered whether the appointment of a receiver and manager was necessary for making an informed decision on the proposed scheme of arrangement.
- Category: Substantive
8. Remedies Sought
- Appointment of a special receiver and manager
- Order to restrain the Club from dealing with its assets
- Liberty to apply to examine the officers and directors of the Club
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Corporate Restructuring
- Commercial Litigation
11. Industries
- Hospitality
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Receiver and manager
- Scheme of arrangement
- Financial position
- Litigant-members
- Companies Act
15.2 Keywords
- Raffles Town Club
- Receiver
- Manager
- Scheme of Arrangement
- Companies Act
16. Subjects
- Corporate Law
- Insolvency Law
17. Areas of Law
- Companies Law
- Schemes of Arrangement
- Civil Procedure