RBG Resources plc v Credit Lyonnais: Foreign Company Liquidation & Creditor's Debt Claim

In the High Court of Singapore, Justice Woo Bih Li presided over the case of RBG Resources plc (in liquidation) versus Credit Lyonnais, concerning the liquidation of RBG, a foreign company, and CL's application to admit proof of debt against RBG's Singapore liquidation estate. The court dismissed CL's application, holding that section 377(3)(c) of the Companies Act, which prioritizes debts incurred in Singapore, does not apply to foreign companies not registered in Singapore. The court further found that CL's debt was not incurred in Singapore.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application by Credit Lyonnais dismissed. The court held that section 377(3)(c) of the Companies Act does not apply to non-registered foreign companies.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment regarding the liquidation of RBG Resources, a foreign company, and Credit Lyonnais's claim to admit proof of debt.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
RBG Resources plc (in liquidation)Plaintiff, RespondentCorporationApplication granted in partPartial
Credit LyonnaisDefendant, ApplicantCorporationApplication dismissedLost
West LBRespondentCorporationApplication granted in partPartial

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudgeYes

4. Counsels

Counsel NameOrganization
Quek Mong HuaLee and Lee
Matthew SawLee and Lee
Loh Jen WeiRodyk and Davidson
Lawrence TehRodyk and Davidson
Kenneth ChooShook Lin and Bok
V CoomaraswamyShook Lin and Bok

4. Facts

  1. RBG Resources plc, a company incorporated in England, was placed in liquidation in England on 12 June 2002.
  2. RBG was not registered as a foreign company under Part XI Division 2 of the Singapore Companies Act.
  3. Credit Lyonnais (CL) submitted a Proof of Debt to the Singapore liquidators of RBG.
  4. CL's claim against RBG arose from CL's purchases of metal goods from RBG.
  5. The delivery documentation comprised warehouse receipts issued on the letterhead of Fujitrans in respect of metal allegedly stored in warehouses operated in Singapore by Fujitrans.
  6. The court previously decided that CL had not acquired title to the metal goods from such warehouse receipts as no title in the metal goods had been transferred to CL.

5. Formal Citations

  1. RBG Resources plc (in liquidation) v Credit Lyonnais, CWU 60/2002, SIC 1204/2005, 1753/2005, [2005] SGHC 204

6. Timeline

DateEvent
RBG placed in liquidation in England
English liquidators filed a petition in the High Court of Singapore to wind up RBG
Singapore provisional liquidators of RBG appointed
Singapore provisional liquidators of RBG appointed
RBG ordered to commence a fresh action as plaintiff
RBG commenced Suit No 1175 of 2002
Order made to wind up RBG in Singapore and Singapore liquidators appointed
Order made in the RBG action regarding sale proceeds of metal
Order made in CWU 60/2002 authorizing payments
Decision given on the dispute between RBG and CL in the RBG action
CL’s appeal to the Court of Appeal was dismissed
RBG applied in SIC 1204/2005 in CWU 60/2002 for orders
CL submitted a Proof of Debt to the Singapore liquidators of RBG
Order granted in terms of the Payment Application only and adjourned the Transmission Application
CL applied in SIC No 1753 of 2005 for orders
Judgment reserved

7. Legal Issues

  1. Applicability of Section 377(3)(c) of the Companies Act to Non-Registered Foreign Companies
    • Outcome: The court held that section 377(3)(c) of the Companies Act does not apply to non-registered foreign companies.
    • Category: Substantive
  2. Whether Debt was Incurred in Singapore
    • Outcome: The court held that the debt was not incurred in Singapore.
    • Category: Substantive

8. Remedies Sought

  1. Payment of debt from Singapore liquidation estate

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Insolvency Litigation
  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tohru Motobayashi v Official ReceiverHigh CourtYes[2000] 4 SLR 529SingaporeDiscusses the application of s 377(3)(c) of the Companies Act and the treatment of foreign companies in liquidation in Singapore.
In re Bank of Credit and Commerce International SA (No 10)Chancery DivisionYes[1997] Ch 213England and WalesCited for the principles governing ancillary winding up proceedings and the treatment of creditors in cross-border insolvency cases.

13. Applicable Rules

Rule Name
Companies (Winding Up) Rules (Cap 50, R 1, 1990 Rev Ed) r 17(1)

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 1994 Rev Ed) s 377(3)(c)Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 365Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 4Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 368(1)Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 350Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 351Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 367Singapore
Companies Act (Cap 50, 1994 Rev Ed) s 409ASingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Liquidation
  • Foreign Company
  • Proof of Debt
  • Section 377(3)(c)
  • Companies Act
  • Singapore Liquidators
  • English Liquidators
  • Ring-fencing
  • Warehouse Receipts

15.2 Keywords

  • Liquidation
  • Foreign Company
  • Companies Act
  • Singapore
  • Credit Lyonnais
  • Debt
  • Insolvency

17. Areas of Law

Area NameRelevance Score
Winding Up95
Insolvency Law90
Liquidation of foreign company80
Company Law70
Civil Procedure30

16. Subjects

  • Insolvency
  • Company Law
  • Cross-Border Insolvency
  • Winding Up