Singapore Flyer Pte Ltd v Purcell: Director's Right to Inspect Company Records under Companies Act s 199

In Singapore Flyer Pte Ltd v Purcell Peter Francis, the High Court of Singapore dismissed Singapore Flyer Pte Ltd's application to strike out Purcell Peter Francis's originating summons. Purcell, a director, sought an order under Section 199 of the Companies Act to inspect the company's financial records. The court considered whether Purcell's removal and subsequent reappointment as a director affected his right to seek such an order. The court dismissed the application.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Flyer sought to strike out Purcell's application to inspect company records. The court considered director's rights under s 199 of the Companies Act.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Purcell Peter FrancisRespondent, PlaintiffIndividualApplication DismissedWon
Singapore Flyer Pte LtdApplicant, DefendantCorporationApplication DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Nathaniel KhngAssistant RegistrarYes

4. Counsels

Counsel NameOrganization
Khaleel NamazieHarry Elias Partnership
Fong Yeng Fatt PhillipHarry Elias Partnership
Alvin Chang Jit HuaM & A Law Corporation
Prakash P Mulani s/o PurshotamdasM & A Law Corporation

4. Facts

  1. Purcell was a director of Singapore Flyer Pte Ltd, representing O&P Management Limited.
  2. Purcell sought to inspect the company's financial records under s 199 of the Companies Act.
  3. SFGK issued a First Warning Notice to OPM, alleging Purcell failed to perform his duties.
  4. SFGK removed Purcell as a director, and Purcell subsequently resigned.
  5. Purcell was later reappointed as a director by OPM.
  6. Singapore Flyer Pte Ltd applied to strike out Purcell's originating summons.
  7. The application was filed after Purcell had been removed and/or resigned from his position as a director.

5. Formal Citations

  1. Singapore Flyer Pte Ltd v Purcell Peter Francis, OS 1369/2008, SUM 1155/2009, [2009] SGHC 120

6. Timeline

DateEvent
Singapore Flyer Pte Ltd incorporated
Shareholders’ Agreement dated
Purcell resigned as managing director
Purcell and audit team attempted to exercise right to access records
Originating Summons filed
Respondent wrote to Junke and Lori
Respondent wrote to Junke and Lori
First Warning Notice issued to OPM
SFGK sent letter to OPM removing Purcell as director
Purcell issued letter of resignation
Singapore Flyer filed application to strike out Originating Summons
Brown resigned as director
OPM purported to reappoint Purcell as director
Judgment reserved

7. Legal Issues

  1. Director's Right to Inspect Company Records
    • Outcome: The court held that it was not plain and obvious that the director's reappointment should be disregarded and that the director's right to inspect company records was revived upon reappointment.
    • Category: Substantive
    • Sub-Issues:
      • Termination of director's right upon removal
      • Reappointment of director and revival of rights
    • Related Cases:
      • [1972-1974] SLR 183
      • [1998] SGHC 373
  2. Striking Out Application
    • Outcome: The court held that the application to strike out the originating summons should be dismissed as it was not a plain and obvious case.
    • Category: Procedural
    • Sub-Issues:
      • Grounds for striking out
      • Plain and obvious cases
    • Related Cases:
      • [2009] SGCA 9
      • [1998] 1 SLR 374
  3. Implied Terms in Contract
    • Outcome: The court held that it was not plain and obvious that either the “business efficacy” test or the “officious bystander” test is met.
    • Category: Substantive
    • Sub-Issues:
      • Business efficacy test
      • Officious bystander test
    • Related Cases:
      • [2006] 1 SLR 927
  4. New Cause of Action
    • Outcome: The court held that the law is not clearly in favor of the Applicant such that the summary powers of the court to strike out the Originating Summons should be exercised.
    • Category: Procedural
    • Sub-Issues:
      • Amendment of pleadings
      • Introduction of new cause of action after filing
    • Related Cases:
      • [1932] 1 KB 254
      • [1994] 2 SLR 802
      • [1998] 1 SLR 648

8. Remedies Sought

  1. Order for accountant to inspect company records

9. Cause of Actions

  • Application for inspection of company records under s 199 of the Companies Act

10. Practice Areas

  • Civil Litigation
  • Corporate Law

11. Industries

  • Tourism
  • Entertainment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Re Funerals of Distinction Pty LtdSupreme Court of New South WalesYes[1963] NSWR 614AustraliaCited for the principle that a director has the right to inspect company records to ensure there is no criticism open of the accounts.
Haw Par Bros (Pte) Ltd v Dato Aw KowCourt of AppealYes[1972-1974] SLR 183SingaporeCited for the principle that a director must be a director at the time of application under s 199 of the Companies Act for the application to be allowed.
Wuu Khek Chiang George v ECRC Land Pte LtdHigh CourtYes[1998] SGHC 373SingaporeCited to support the principle that the right of a director under s 199 of the Companies Act to have access to the company’s records terminates once a person ceases to be a director.
Wuu Khek Chiang George v ECRC Land Pte LtdCourt of AppealYes[1999] 3 SLR 65SingaporeCited to support the principle that the right of a director under s 199 of the Companies Act to have access to the company’s records terminates once a person ceases to be a director.
Hoban Steven Maurice Dixon v Scanlon Graeme JohnCourt of AppealYes[2007] 2 SLR 770SingaporeCited to support the principle that the right of a director under s 199 of the Companies Act to have access to the company’s records terminates once a person ceases to be a director.
Re South Queensland Broadcasting Holdings Pty LtdSupreme Court of QueenslandYes(1976) Qd R 69AustraliaCited as case law from other jurisdictions on similar provisions.
State of South Australia v BarrettSupreme Court of South AustraliaYes[1995] 13 ACLC 1369AustraliaCited as case law from other jurisdictions on similar provisions.
Ansons Pty Ltd v Merlex Corporation Pty LtdSupreme Court of Western AustraliaYes[2001] WASC 204AustraliaCited as case law from other jurisdictions on similar provisions.
Lei Zi Shen v Garry CordukesFederal Court of AustraliaYes[2004] FCA 1488AustraliaCited as case law from other jurisdictions on similar provisions.
Conway v Petronius Clothing Co LtdHigh Court of JusticeYes[1978] 1 WLR 72England and WalesCited as case law from other jurisdictions on similar provisions.
Oxford Legal Group Ltd v Sibbasbridge Services LtdCourt of AppealYes[2008] EWCA Civ 387England and WalesCited as case law from other jurisdictions on similar provisions.
Wing Joo Loong Ginseng Hong (Singapore) Co Pte Ltd v Qinghai Xinyuan Foreign Trade Co LtdCourt of AppealYes[2009] SGCA 9SingaporeCited for the principle that the power to grant a striking out application will only be exercised in plain and obvious situations.
Gabriel Peter & Partners v Wee Chong JinHigh CourtYes[1998] 1 SLR 374SingaporeCited for the principle that it is only in plain and obvious cases that the power of striking out should be invoked.
Hubbuck & Sons v Wilkinson, Heywood and ClarkCourt of AppealYes[1899] 1 QB 86England and WalesCited for the principle that it is only in plain and obvious cases that the power of striking out should be invoked.
Oh Thevesa v Sia Hok ChaiHigh CourtYes[1992] 1 MLJ 215MalaysiaCited for the principle that it is not appropriate for a striking out to be granted if there must be a “mature and careful consideration on a serious point of law”.
Pengiran Othman Shah bin Pengiran Mohd Yusoff v Karambunai Resorts Sdn BhdCourt of AppealYes[1996] 1 MLJ 309MalaysiaCited for the principle that when a question of law becomes an issue, this in itself will not prevent the court from granting the application, for as long as the court is satisfied that the issue of law is unarguable and unsustainable, it may proceed to determine that question.
Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte LtdHigh CourtYes[2006] 1 SLR 927SingaporeCited for the principle that a term would be implied in fact “only rarely” and in “exceptional cases” where the “business efficacy” test and the “officious bystander test”, applied as complementary tests rather than wholly different tests, are met.
Ng Giap Hon v Westcomb Securities Pte LtdCourt of AppealYes[2009] SGCA 19SingaporeCited for approving Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd [2006] 1 SLR 927.
The MoorcockCourt of AppealYes(1889) 14 PD 64England and WalesCited for the “business efficacy” test.
Shirlaw v Southern Foundries (1926) LimitedCourt of AppealYes[1939] 2 KB 206England and WalesCited for the “officious bystander” test.
Shell UK Ltd v Lostock Garages LtdCourt of AppealYes[1976] 1 WLR 1187England and WalesCited for the principle that there is always the possibility of bringing a decent argument against an implied term where the contract in question is detailed and carefully drafted.
Eshelby v Federated European Bank LtdHigh CourtYes[1932] 1 KB 254England and WalesCited for the principle that a new cause of action may not be introduced by way of an amendment if the cause of action had arisen after the date of the issue of a writ.
Saga Foodstuffs Manufacturing Pte Ltd v Best Food Pte LtdHigh CourtYes[1994] 2 SLR 802SingaporeCited for the principle that a new cause of action may not be introduced by way of an amendment if the cause of action had arisen after the date of the issue of a writ.
The Jarguh SawitCourt of AppealYes[1998] 1 SLR 648SingaporeCited for the principle that a new cause of action may not be introduced by way of an amendment if the cause of action had arisen after the date of the issue of a writ.
Attorney-General v Portreeve, Aldermen and Burgesses of AvonCourt of Appeal in ChanceryYes(1870) 3 De G J & Sm 637England and WalesCited as the origin of the principle that a new cause of action may not be introduced by way of an amendment if the cause of action had arisen after the date of the issue of a writ.
Tottenham Local Board of Health v Lea Conservancy BoardCourt of AppealYes(1886) TLR 410England and WalesCited as the origin of the principle that a new cause of action may not be introduced by way of an amendment if the cause of action had arisen after the date of the issue of a writ.
Galistan Gerard Clive Martin v L & M Prestressing Pte LtdHigh CourtYes[1999] SGHC 77SingaporeCited as a case that rejected the application of the Eshelby Principle.
Chuang Uming (Pte) Ltd v Setron LtdCourt of AppealYes[2000] 1 SLR 166SingaporeCited for upholding the application of the Eshelby Principle.
Mohamed Said v FatimahHigh CourtYes[1962] MLJ 328MalaysiaCited as a Malaysian case applying the Eshelby Principle.
Sio Koon Lin v S B MehraFederal CourtYes[1981] 1 MLJ 225MalaysiaCited as a Malaysian case applying the Eshelby Principle.
Simetech (M) Sdn Bhd v Yeoh Cheng Liam Construction Sdn BhdSupreme CourtYes[1992] 1 MLJ 11MalaysiaCited as a Malaysian case applying the Eshelby Principle.
Moscow Narodny Bank Ltd v Edward Wong Wing-CheungHigh CourtYes[1986] HKLR 843Hong KongCited as a Hong Kong case applying the Eshelby Principle.
Lark International Finance Limited v Lam KimHigh CourtYes[2000] HKEC 1330Hong KongCited as a Hong Kong case applying the Eshelby Principle.
Wing Siu Co Ltd v Goldquest International LtdHigh CourtYes[2003] HKEC 196Hong KongCited as a Hong Kong case applying the Eshelby Principle.
Beecham Group Plc v Norton Healthcare LtdHigh CourtYes[1997] FSR 81England and WalesCited as a case that suggests the Eshelby Principle may be ripe for review.
Chan Yuen Yee v Chan Chuck KwongCourt of AppealYes[2005] 2 HKLRD 416Hong KongCited as a case that suggests the Eshelby Principle may be ripe for review.

13. Applicable Rules

Rule Name
Order 18 Rule 19 of the Rules of Court
Order 20 Rule 7 of the Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Section 199 of the Companies ActSingapore
Companies Act (Cap 185, 1970 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Director
  • Companies Act
  • Inspection of records
  • Shareholders’ Agreement
  • Striking out application
  • First Warning Notice
  • Reappointment
  • Cause of action

15.2 Keywords

  • Director's rights
  • Company records
  • Inspection
  • Companies Act
  • Striking out
  • Singapore Flyer

17. Areas of Law

Area NameRelevance Score
Company Law90
Civil Procedure60

16. Subjects

  • Companies Law
  • Civil Procedure
  • Corporate Governance