Re TPC Korea Co Ltd: Application for Restraining Order under Section 210(10) of the Companies Act
TPC Korea Co Ltd, a company incorporated in the Republic of Korea, applied to the High Court of Singapore on 12 January 2010 for a restraining order under Section 210(10) of the Companies Act to prevent actions against its vessels in Singapore while undergoing rehabilitation in Korea. The court, presided over by Philip Pillai JC, denied the application, finding no statutory jurisdiction to grant such an order for a foreign company with no assets in Singapore other than its vessels.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application denied.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
TPC Korea sought a Singapore court order to restrain proceedings against its vessels during Korean rehabilitation. The application was denied due to lack of jurisdiction.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| TPC Korea Co Ltd | Applicant | Corporation | Application Denied | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Philip Pillai | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kevin Kwek | Legal Solutions LLC |
| Corrine Taylor | Legal Solutions LLC |
4. Facts
- TPC Korea is a company incorporated in the Republic of Korea.
- TPC Korea sought a restraining order under s 210(10) of the Companies Act.
- TPC Korea is undergoing a rehabilitation process in Korea.
- TPC Korea has interests in five vessels that regularly call at the port of Singapore.
- TPC Korea has no presence or assets in Singapore other than interests in the vessels.
- TPC Korea sought to restrain actions against its vessels in Singapore.
- The Korean rehabilitation process is similar to a Chapter 11 process in the United States of America.
5. Formal Citations
- Re TPC Korea Co Ltd, Originating Summons No 1373 of 2009, [2010] SGHC 11
6. Timeline
| Date | Event |
|---|---|
| Korean Debtor Rehabilitation and Bankruptcy Act (Act No 7895) enacted. | |
| Originating Summons No 1373 of 2009 filed. | |
| Judgment reserved. | |
| Judgment issued. | |
| Proposed date for rehabilitation plan in Seoul, Korea. |
7. Legal Issues
- Jurisdiction to Issue Restraining Order
- Outcome: The court held that it lacked the statutory jurisdiction to issue the requested restraining order.
- Category: Jurisdictional
- Sub-Issues:
- Applicability of Section 210(11) of the Companies Act to foreign companies
- Requirements for winding up a foreign company in Singapore
- Displacement of admiralty jurisdiction
- Related Cases:
- [1999] 3 SLR(R) 346
- [2008] 2 SLR(R) 151
- [1988] Ch 210
- [1973] Ch 75
- [1990] 2 MLJ 180
- [1934] Ch 635
- [1964] VR 82
8. Remedies Sought
- Restraining order against suits, actions, or proceedings against the applicant or its assets
9. Cause of Actions
- Application for a restraining order under Section 210(10) of the Companies Act
10. Practice Areas
- Restructuring
- Schemes of Arrangement
- Admiralty Proceedings
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Griffin Securities Corporation | High Court | Yes | [1999] 3 SLR(R) 346 | Singapore | Cited for the principle that a court will consider making a winding up order against a foreign company if assets exist in Singapore or there is a sufficient nexus with Singapore. |
| Re Projector SA | High Court | Yes | [2008] 2 SLR(R) 151 | Singapore | Cited for the principle that a court will consider making a winding up order against a foreign company if assets exist in Singapore or there is a sufficient nexus with Singapore. |
| In re A Company (No 00359 of 1987) | Chancery Division | Yes | [1988] Ch 210 | England and Wales | Cited for the principle that a court has jurisdiction to wind up a foreign company if a sufficient connection with the jurisdiction is shown and there is a reasonable possibility of benefit for the creditors from the winding up. |
| In re Compania Merabello San Nicholas S. A. | Chancery Division | Yes | [1973] Ch 75 | England and Wales | Cited for the principle that a court is inclined to exercise jurisdiction to wind up a foreign company where there is some asset within the local jurisdiction, to enable an orderly liquidation, collection and distribution of such assets in favour of eligible creditors. |
| Re Kuala Lumpur Industries Bhd | High Court | Yes | [1990] 2 MLJ 180 | Malaysia | Cited regarding the requirements for a scheme of compromise or arrangement under the Malaysian equivalent of s 210(1) of the Singapore Companies Act. |
| Re Dorman, Long & Co | High Court | Yes | [1934] Ch 635 | England and Wales | Cited regarding the court's function to ensure statutory procedure compliance and fairness/reasonableness of a scheme before approval. |
| Re Reid Murray Acceptance Ltd | Supreme Court of Victoria | Yes | [1964] VR 82 | Australia | Cited regarding the requirement for inter partes summons in pending actions when applying for a stay. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 210(10) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 210(11) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 350(1) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 351(1)(a) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 351(1)(c) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 351(3) | Singapore |
| High Court (Admiralty Jurisdiction) Act (Cap 123, 2001 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Rehabilitation plan
- Scheme of arrangement
- Restraining order
- Companies Act
- Admiralty jurisdiction
- Winding up
- Foreign company
- Korean Debtor Rehabilitation and Bankruptcy Act
- Preservation Order
- Stay Order
- Commencement Order
15.2 Keywords
- Insolvency
- Restraining Order
- Companies Act
- Admiralty
- Singapore
- Korea
- Vessels
- Rehabilitation
17. Areas of Law
16. Subjects
- Insolvency
- Company Law
- Admiralty Law
- Cross-Border Insolvency