Purcell v Singapore Flyer: Director's Removal and Inspection Rights under Companies Act
In Purcell Peter Francis v Singapore Flyer Pte Ltd, the Singapore High Court addressed whether the plaintiff, Mr. Purcell, was entitled to inspect the company's accounting records under s 199(5) of the Companies Act. The court considered the validity of his removal as a director and subsequent re-nomination. The court held that Mr. Purcell was validly removed as a director and his re-nomination was invalid, dismissing his application with costs.
1. Case Overview
1.1 Court
High Court1.2 Outcome
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 a director's removal and his right to inspect company records under the Companies Act. The court dismissed the director's application.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Purcell Peter Francis | Plaintiff | Individual | Application dismissed | Lost | Philip Fong, Tan Chau Yee, Shazana Anuar |
| Singapore Flyer Pte Ltd | Defendant | Corporation | Application dismissed | Won | Prakash Mulani, Alvin Chang |
| Singapore Flyer GMBH & Co KG | Respondent | Corporation | Application dismissed | Won | Indranee Rajah, Daniel Tan, Rakesh Kirpalani |
| AAA Equity Holdings Ltd | Respondent | Corporation | Application dismissed | Won | Indranee Rajah, Daniel Tan, Rakesh Kirpalani |
| Great Singapore Flyer Holding Pte Ltd | Respondent | Corporation | Application dismissed | Won | Indranee Rajah, Daniel Tan, Rakesh Kirpalani |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | J | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Philip Fong | Harry Elias Partnership |
| Tan Chau Yee | Harry Elias Partnership |
| Shazana Anuar | Harry Elias Partnership |
| Prakash Mulani | M&A Law Corporation |
| Alvin Chang | M&A Law Corporation |
| Indranee Rajah | Drew & Napier LLC |
| Daniel Tan | Drew & Napier LLC |
| Rakesh Kirpalani | Drew & Napier LLC |
4. Facts
- The plaintiff was a director of Singapore Flyer Pte Ltd.
- The plaintiff sought access to the company's accounting records.
- SFKG issued a warning notice to OPM regarding the plaintiff's performance.
- SFKG removed the plaintiff as director after OPM failed to rectify the alleged default.
- The plaintiff resigned as director after being removed.
- OPM re-nominated the plaintiff as director.
- SFKG contended that the re-nomination was invalid.
5. Formal Citations
- Purcell Peter Francis v Singapore Flyer Pte Ltd and others, Originating Summons No 1369 of 2008, [2010] SGHC 156
- Ng Giap Hon v Westcomb Securities Pte Ltd and others, , [2009] 3 SLR(R) 518
6. Timeline
| Date | Event |
|---|---|
| Singapore Flyer Pte Ltd incorporated. | |
| Shareholders’ Agreement dated. | |
| Plaintiff nominated to the Board by OPM. | |
| Plaintiff resigned as managing director. | |
| SFKG issued first warning notice to OPM. | |
| Singapore Flyer commenced operation. | |
| Plaintiff filed originating summons. | |
| Emergency directors’ meeting held. | |
| SFKG issued first warning notice to OPM. | |
| SFKG sent a letter to OPM to remove the plaintiff as director. | |
| Plaintiff tendered his resignation as director. | |
| OPM nominated Christopher Brown as its director. | |
| Brown resigned as director. | |
| OPM nominated the plaintiff as director. | |
| Second, third and fourth defendants were granted leave to intervene in the OS. | |
| Decision Date |
7. Legal Issues
- Validity of Director Removal
- Outcome: The court held that the director was validly removed due to the shareholders' agreement provisions and the lack of bad faith in issuing the warning notice.
- Category: Substantive
- Sub-Issues:
- Breach of director's duties
- Interpretation of shareholders' agreement
- Bona fide of warning notice
- Right to Inspect Company Records
- Outcome: The court held that since the plaintiff was no longer a validly appointed director, he was not entitled to an order under s 199(5) of the Companies Act.
- Category: Substantive
- Sub-Issues:
- Director's access to accounting records
- Standing to apply for inspection
- Section 199(5) of the Companies Act
- Interpretation of Contractual Terms
- Outcome: The court found that an implied term existed within the Shareholders' Agreement that a director removed under Art 3.10 could not be re-nominated without SFKG's consent.
- Category: Substantive
- Sub-Issues:
- Implied terms
- Entire agreement clause
- Business efficacy
8. Remedies Sought
- Order for accounting and other records of the Company to be open to inspection
9. Cause of Actions
- Application for inspection of company records under s 199(5) of the Companies Act
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Tourism
- Entertainment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ng Giap Hon v Westcomb Securities Pte Ltd | Court of Appeal | Yes | [2009] 3 SLR(R) 518 | Singapore | Cited for the principle that an entire agreement clause does not, as a general principle, exclude the implication of terms into a contract unless it expresses such effect in clear and unambiguous language. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Director Default
- First Warning Notice
- Notice of Removal
- Shareholders’ Agreement
- Accounting Records
- Implied Term
- Entire Agreement Clause
15.2 Keywords
- director removal
- company records
- inspection rights
- companies act
- shareholders agreement
- singapore flyer
16. Subjects
- Company Law
- Corporate Governance
- Contract Interpretation
17. Areas of Law
- Company Law
- Contract Law
- Shareholders' Rights
- Directors' Duties