P J Holdings Inc v Ariel Singapore Pte Ltd: Contempt of Court & Specific Performance
In P J Holdings Inc v Ariel Singapore Pte Ltd, the High Court of Singapore addressed an application by P J Holdings Inc to commit Mr. Low Shiong Jin, a director of Ariel Singapore Pte Ltd, for contempt of court due to the defendant's failure to comply with a specific performance order. The order required Ariel Singapore to complete the sale and purchase of shares and pay S$3,000,000.00 to P J Holdings Inc. Choo Han Teck J refused to grant leave to withdraw with liberty to restore, and instead granted leave to withdraw with no liberty to restore, because the parties had reached an amicable settlement prior to the rendering of judgment.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application to withdraw granted with no liberty to restore.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
P J Holdings Inc sought to commit Ariel Singapore's director for contempt due to non-compliance with a specific performance order. The court refused leave to restore.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| P J Holdings Inc | Plaintiff | Corporation | Application to withdraw granted with no liberty to restore | Neutral | |
| Ariel Singapore Pte Ltd | Defendant | Corporation | Application to withdraw granted with no liberty to restore | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| John Thomas | David Nayar and Vardan |
| Jeffrey Ong | JLC Advisors LLP |
4. Facts
- P J Holdings Inc obtained a court order against Ariel Singapore Pte Ltd for specific performance of a deed.
- The order required Ariel Singapore to complete the sale and purchase of shares and pay S$3,000,000.00 to P J Holdings Inc.
- Ariel Singapore did not comply with the order within the specified time.
- P J Holdings Inc applied to the High Court for leave to commence committal proceedings against Mr. Low Shiong Jin, a director of Ariel Singapore.
- Ariel Singapore claimed it did not have the financial means to pay the plaintiff.
- The parties reached a settlement, and the plaintiff sought to withdraw the committal application with liberty to restore.
- The court granted leave to withdraw but denied the plaintiff the liberty to restore the application.
5. Formal Citations
- P J Holdings Inc v Ariel Singapore Pte Ltd, OS 202/2008, SUM 5070/2008, [2009] SGHC 72
6. Timeline
| Date | Event |
|---|---|
| Deed signed | |
| Order of court obtained by P J Holdings Inc against Ariel Singapore | |
| Plaintiff's solicitors informed defendant's solicitors of completion date | |
| Plaintiff's solicitors informed defendant's solicitors of non-compliance | |
| Plaintiff applied to High Court for leave to commence committal proceedings | |
| Leave granted to commence committal proceedings | |
| First hearing adjourned for settlement negotiations | |
| Second hearing adjourned | |
| Third hearing; settlement reached | |
| Judgment issued |
7. Legal Issues
- Contempt of Court
- Outcome: The court found that committal proceedings are a measure of last resort and should not be used when other reasonable alternatives exist. The court also considered whether the defendant's failure to comply with the order was a result of refusal or neglect, as opposed to mere inability to pay.
- Category: Substantive
- Sub-Issues:
- Failure to comply with court order
- Wilful disobedience
- Specific Performance
- Outcome: The court noted that the plaintiff could have invoked the court's powers under s 14(1) of the SCJA to complete the transaction or rescinded the agreement and sued for breach of contract.
- Category: Substantive
- Sub-Issues:
- Enforcement of specific performance order
- Impecuniosity of judgment debtor
8. Remedies Sought
- Committal to prison
- Specific Performance
9. Cause of Actions
- Contempt of Court
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Danchevsky v Danchevsky | English Court of Appeal | Yes | [1974] 3 WLR 709 | England and Wales | Cited for the principle that committal proceedings are a measure of last resort and that reasonable alternatives should be used first. |
| Re Quintin Dick | High Court | Yes | [1926] 1 Ch 992 | England and Wales | Cited for the interpretation of the terms 'refuse or neglect' in the context of Order 45 r 5, indicating a conscious act of volition. |
| Ng Tai Tuan v Chng Gim Huat Pte Ltd | High Court | Yes | [1990] SLR 903 | Singapore | Cited for the view that the word 'neglect' necessarily implies some element of fault. |
| Re London & Paris Banking Corp | N/A | Yes | (1874) 19 Eq 444 | N/A | Cited for the definition of 'neglected' as omitting to pay without reasonable excuse. |
| DP Vijandran v Majlis Peguam | N/A | Yes | [1995] 2 MLJ 391 | N/A | Cited for the ordinary meaning of the word 'refuse' as to decline to give. |
| Lowson v Percy Main & District Social Club | N/A | Yes | [1979] ICR 568 | N/A | Cited for expressing similar sentiments regarding the definition of 'refuse'. |
| Eric Lau Man Hing v Eramara Jaya Sdn Bhd | N/A | Yes | [2007] 2 MLJ 578 | Malaysia | Distinguished based on the fact that in the cited case, the respondents had assets and the ability to pay, unlike the present case. |
| Salomon v Salomon | House of Lords | Yes | [1897] AC 22 | England and Wales | Cited for the principle that directors and shareholders of a company are not liable for the debts of the company save in instances where the corporate veil had been lifted. |
13. Applicable Rules
| Rule Name |
|---|
| Order 45 r 5 Rules of Court (Cap 322, R 5) |
| Order 45, r. 1 |
| O 21 r 6 of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) | Singapore |
| Supreme Court of Judicature Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Contempt of court
- Specific performance
- Committal proceedings
- Impecunious judgment debtor
- Liberty to restore
- Order 45 r 5 Rules of Court
- Wilful disobedience
- Refuse or neglect
15.2 Keywords
- Contempt
- Specific Performance
- Singapore
- High Court
- Committal
17. Areas of Law
16. Subjects
- Civil Procedure
- Contempt of Court
- Specific Performance