AAR v AAS: Interlocutory Injunction Variation and Preservation of Status Quo in Philippine Asset Purchase Dispute
In AAR and another v AAS (liquidator and trustee of B and others) and others, the Singapore High Court addressed an application by the second respondent to vary an existing injunction. The injunction, initially granted to the applicants, restrained the respondents from exercising legal rights related to non-payment of installments under an Asset Purchase Agreement (APA) concerning assets of a bankrupt Philippine company. The second respondent sought an order compelling the applicants to remit PHP 1 billion pending arbitration, which the court denied, holding that it would undermine the original injunction and not preserve the status quo. The court dismissed the second respondent's application with costs.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Second respondent's application dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case regarding the variation of an interlocutory injunction in an asset purchase dispute. The court refused to order the applicants to remit funds.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| AAR | Applicant | Corporation | Injunction maintained | Neutral | Andre Yeap, Dawn Tan, Ng Lip Chih |
| AAS (liquidator and trustee of B and others) | Respondent | Other | Application dismissed | Lost | Chua Beng Chye, Ng Yeow Khoon |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Andre Yeap | Rajah & Tann LLP |
| Dawn Tan | Rajah & Tann LLP |
| Ng Lip Chih | NCL Law Asia LLP |
| Chua Beng Chye | KhattarWong |
| Ng Yeow Khoon | KhattarWong |
4. Facts
- Applicants sought an injunction to prevent respondents from calling on obligations under an Asset Purchase Agreement (APA).
- The APA involved the purchase of assets from a bankrupt Philippine company, [B].
- A dispute arose regarding the respondents' obligation to deliver assets free of liens.
- Applicants alleged respondents failed to pay accrued taxes, resulting in liens on assets.
- Arbitration proceedings were commenced to resolve the dispute.
- The second respondent sought a variation of the injunction to require the applicants to remit PHP 1 billion.
- The applicants were to furnish Standby Letters of Credit (SBLCs) as security for installment payments.
5. Formal Citations
- AAR and another v AAS (liquidator and trustee of B and others) and others, OS 1309/2008, SUM 390/2009, [2009] SGHC 139
6. Timeline
| Date | Event |
|---|---|
| [B] declared bankrupt in the Philippines. | |
| First respondent appointed as liquidator and trustee for [B]. | |
| Omnibus Agreement dated. | |
| Applicants filed application in Philippines courts for injunctive relief. | |
| Applicants filed ex-parte originating summons in Singapore courts. | |
| Injunction granted by Singapore courts. | |
| Payment of PHP 500m and SBLC for PHP 1bn due. | |
| Second respondent filed application to vary the Injunction. | |
| Variation Order granted by Tay Yong Kwang J. | |
| Applicants failed to remit PHP 750m by deadline. | |
| Second respondent sent written notice declaring applicants in default. | |
| Applicants filed application for extension of time to remit PHP 750m. | |
| Woo Bih Li J hears application; second respondent gives undertaking. | |
| Decision date. |
7. Legal Issues
- Variation of Interlocutory Injunction
- Outcome: The court refused to grant a further variation of the injunction.
- Category: Procedural
- Sub-Issues:
- Preservation of status quo
- Material change of circumstances
- Breach of Contract
- Outcome: The court made no finding as to whether the respondents had breached its obligations under the APA.
- Category: Substantive
8. Remedies Sought
- Injunctive Relief
- Variation of Injunction
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Arbitration
11. Industries
- Steel Industry
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Hadmor Productions Ltd v Hamilton | N/A | Yes | [1983] 1 AC 191 | N/A | Cited regarding variation of an injunction if there has been a material change of circumstances or if the injunction was founded on an erroneous view of the law. |
| Federal Computer Services Sdn Bhd v Ang Jee Hai Eric | Court of Appeal | Yes | [1991] SLR 259 | Singapore | Cited regarding variation of an injunction if there has been a material change of circumstances or if the injunction was founded on an erroneous view of the law. |
| London Underground Ltd v National Union of Railwaymen (No 2) | N/A | Yes | [1989] IRLR 343 | N/A | Cited regarding the court's inherent jurisdiction to discharge an injunction, but not where justice can be achieved by pursuing the right of appeal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Interlocutory Injunction
- Asset Purchase Agreement
- Standby Letter of Credit
- Status Quo
- Secured Creditors
- Arbitration
15.2 Keywords
- injunction
- variation
- asset purchase
- arbitration
- status quo
- Philippines
- Singapore
16. Subjects
- Injunctions
- Contract Law
- Arbitration
17. Areas of Law
- Injunctions
- Civil Procedure
- Arbitration Law