Bulk Trading SA v Pevensey Pte Ltd: Corporate Representation & Rules of Court
In Bulk Trading SA v Pevensey Pte Ltd, the Singapore High Court addressed whether a director, Mr. Agus Salim, could represent Pevensey Pte Ltd in court proceedings under Order 1 Rule 9(2) of the Rules of Court. Bulk Trading SA filed claims against Pevensey Pte Ltd for short shipment, demurrage, and failure to deliver contractual quality cargo. The court, with the assistance of an amicus curiae, Mr. Colin Liew, dismissed the application, finding that Mr. Salim did not provide sufficient reasons for the court to grant leave for him to represent the company. The court ordered Pevensey Singapore to pay Bulk Trading $3,000 in costs.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application dismissed. Costs of $3,000 to be paid by Pevensey Singapore to Bulk Trading.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on whether a company director can represent the company in court proceedings. Addresses corporate self-representation.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Bulk Trading SA | Plaintiff | Corporation | Application dismissed | Lost | |
| Pevensey Pte Ltd | Defendant | Corporation | Application dismissed | Lost | |
| PT Pevensey Indonesia | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Soh Wei Chi | Kenneth Tan Partnership |
4. Facts
- Bulk Trading SA claimed against Pevensey Singapore for short shipment, demurrage, and failure to deliver cargo of the contractual quality.
- Bulk Trading commenced arbitration proceedings against Pevensey Singapore, but Pevensey Singapore failed to participate.
- Bulk Trading obtained a Worldwide Freezing Order against Pevensey Singapore and Pevensey Indonesia.
- Pevensey Singapore's director, Mr. Agus Salim, sought leave to represent the company in court proceedings.
- Pevensey Singapore's assets included a debit balance of S$320 and a credit balance of US$2,107.59.
- Bulk Trading alleged that Pevensey Singapore and Pevensey Indonesia had admitted liability and paid compensation of US$1,050,000.
- Pevensey Singapore's defense was that the dispute should be referred to arbitration.
5. Formal Citations
- Bulk Trading SA v Pevensey Pte Ltd and another, Suit No 571 of 2014 (Summons No 3899 of 2014), [2014] SGHC 236
6. Timeline
| Date | Event |
|---|---|
| Pevensey Singapore incorporated | |
| Pevensey Indonesia incorporated | |
| Sale Purchase Agreement (Agreement Number BTPEV 5000 GAR 12/0913) concluded | |
| Sale Purchase Agreement (Agreement Number BTPEV 5000 GAR 13/2013) concluded | |
| Bulk Trading commenced arbitration proceedings against Pevensey Singapore | |
| Bulk Trading commenced proceedings | |
| Bulk Trading applied for a Worldwide Freezing Order against Pevensey Singapore and Pevensey Indonesia | |
| Worldwide Freezing Order granted | |
| Writ of summons and the Worldwide Freezing Order served on Pevensey Singapore | |
| Amended writ of summons served on Pevensey Singapore | |
| Pevensey Singapore entered an appearance | |
| Mr Salim affirmed an affidavit in response to the Worldwide Freezing Order | |
| Bulk Trading applied for leave to serve the amended writ of summons on Pevensey Indonesia out of jurisdiction | |
| Bulk Trading filed its Statement of Claim | |
| Statement of Claim served on Pevensey Singapore | |
| Pevensey Singapore filed application pursuant to Order 1 Rule 9(2) of the Rules of Court | |
| Pevensey Singapore filed its Defence | |
| Bulk Trading applied for and obtained default judgment against Pevensey Singapore | |
| Directions hearing held | |
| Mr Salim filed his supplemental affidavit | |
| Judgment reserved |
7. Legal Issues
- Corporate Representation
- Outcome: The court dismissed the application for the director to represent the company, finding insufficient reasons to grant leave.
- Category: Procedural
- Related Cases:
- [1918] 1 KB 405
- [1996] 1 WLR 518
- (1986) 11 ACLR 326
- (1982) 38 BCLR 392
- [1994] 1 BCLC 445
- (1896–97) 13 TLR 254
- [1943] 1 AC 584
- (2010) 237 FLR 292
- [1972] VR 340
- [2000] 3 SLR(R) 745
- [1992] 1 WLR 455
- [2010] SGHC 180
- [2012] SASC 150
- [2003] 2 BCLC 519
- [2003] HKCA 323
- [1984] 1 NZLR 309
- (1996) 134 FLR 440
- [2004] OTC 707
- [2004] FC 946
- (2013) 272 FLR 365
- [1984] FCA 232
- [2008] 4 SLR(R) 907
- [2003] 4 SLR(R) 499
- [2005] 1 SLR(R) 168
- [2005] SASC 229
- [2012] CSIH 4
- 65 BCLR (2d) 132
- Stay of Proceedings
- Outcome: The court did not rule on the stay of proceedings as the application for the director to represent the company was dismissed.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Short Shipment
- Failure to Deliver Cargo of Contractual Quality
10. Practice Areas
- Commercial Litigation
11. Industries
- Commodities Trading
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Charles P Kinnell & Co Limited v Harding, Wace & Co | Court of Appeal | Yes | [1918] 1 KB 405 | England and Wales | Cited to show that the view that a company cannot appear in court in person is outdated. |
| Jonathan Alexander Ltd v Proctor | Unknown | Yes | [1996] 1 WLR 518 | England and Wales | Cited to support the idea of a company participating in legal proceedings in person. |
| Bay Marine Pty Ltd v Clayton Country Properties Pty Ltd | Supreme Court of New South Wales | Yes | (1986) 11 ACLR 326 | Australia | Cited regarding the concern that allowing a lay officer of the company to represent it in litigation would give the company an advantage not afforded to individual litigants. |
| British Columbia Telephone Company v Rueben | Unknown | Yes | (1982) 38 BCLR 392 | Canada | Cited to support the view that if the person appearing for the company is not regarded as a representative but as the embodiment of the company, the objection cannot be sustained. |
| Radford v Freeway Classics Ltd | Unknown | Yes | [1994] 1 BCLC 445 | England and Wales | Cited regarding the interests of a corporate litigant’s potential creditors and opponents that certain constraints be imposed on the company in litigation, such as having to act through lawyers. |
| Re An Arbitration between the London County Council and the London Tramways Company | Unknown | Yes | (1896–97) 13 TLR 254 | England and Wales | Cited regarding the concern that if the company’s chairman could appear on its behalf, so could its doorman. |
| Tritonia, Limited, and others v Equity and Law Life Assurance Society | House of Lords | Yes | [1943] 1 AC 584 | United Kingdom | Cited regarding the rationale for the rule is that it secures for the court the services of professional advocates familiar with court procedure and governed by disciplinary rules. |
| Worldwide Enterprises Pty Ltd v Silberman and another | Unknown | Yes | (2010) 237 FLR 292 | Australia | Cited regarding the idea that allowing companies to represent themselves would be unfair and burdensome to the other party, by forcing them to confront an opponent who does not appreciate and hence fails to abide by the normal rules of litigation. |
| Hubbard Association of Scientologists International v Anderson and Just | Supreme Court of Victoria | Yes | [1972] VR 340 | Australia | Cited regarding the delay and costs occasioned by allowing companies to represent themselves would be unfair to the other parties in the court’s docket, and is prejudicial to the administration of justice as a whole. |
| Lea Tool and Moulding Industries Pte Ltd (in liquidation) v CGU International Insurance plc (formerly known as Commer Union Assurance Co plc) | High Court | Yes | [2000] 3 SLR(R) 745 | Singapore | Cited regarding the court's inherent power to allow an officer of a company to appear on behalf of the company and take any step to continue with pending litigation. |
| A.L.I. Finance Ltd v Havelet Leasing Ltd and others | Unknown | Yes | [1992] 1 WLR 455 | England and Wales | Cited regarding the court's inherent power to allow an officer of a company to appear on behalf of the company and take any step to continue with pending litigation. |
| Van Der Laan Elisabeth Maria Everarda v Billionaires Management Worldwide (BMW) Pte Ltd and others | High Court | Yes | [2010] SGHC 180 | Singapore | Cited to show that a corporation can only carry on proceedings at trial by an advocate and solicitor. |
| Winn v Stewart Bros Constructions Pty Ltd | Supreme Court of South Australia | Yes | [2012] SASC 150 | Australia | Cited regarding the rationales for requiring a corporate litigant to first seek leave of court before being able to represent itself in proceedings. |
| Tracto Teknik GMBH and another v LKL International Pty Ltd and others | Unknown | Yes | [2003] 2 BCLC 519 | England and Wales | Cited to show that the Civil Procedure Rules 1998 (SI 1998 No 3132) (UK) has brought about a major change in the rules. |
| Hondon Development Limited and another v Powerise Investments Limited and another | Court of Appeal | Yes | [2003] HKCA 323 | Hong Kong | Cited regarding the policy rationale of protecting potential creditors of the company and those who litigate against it. |
| Re G J Mannix Ltd | Court of Appeal | Yes | [1984] 1 NZLR 309 | New Zealand | Cited regarding the rule which allowed litigants in person to represent themselves should not be extended by analogy to allow laymen to represent a company as of right in litigation in New Zealand’s superior courts. |
| Alice Springs Abattoirs Pty Ltd v Northern Territory of Australia | Supreme Court of the Northern Territory | Yes | (1996) 134 FLR 440 | Australia | Cited regarding the court's discretion to be exercised in the interests of justice on ‘sufficient reason’ being shown, rather than only when ‘exceptional circumstances’ were established. |
| Thomas Lamond and another v Ray Smith and another (No 2) | Ontario Superior Court of Justice | Yes | [2004] OTC 707 | Canada | Cited regarding the position in Ontario that, at least in the case of small one-man companies, there is no reason why the grant of leave should be discouraged. |
| Belarus Tractor of Canada v Advantage Trade Group Inc | Federal Court of Canada | Yes | [2004] FC 946 | Canada | Cited regarding the onus of special circumstances in r 120 is a high onus which requires that clear and unambiguous evidence be before the Court. |
| Tanamerah Estates Pty Ltd and Another v Tibra Capital Pty Ltd | Unknown | Yes | (2013) 272 FLR 365 | Australia | Cited regarding the court should take into account not just the interests of the party seeking dispensation, but also the interests of the other party or parties, as well as the proper and efficient administration of justice. |
| Re Molnar Engineering Pty Ltd v E J Burns Vj | Federal Court of Australia | Yes | [1984] FCA 232 | Australia | Cited regarding the applicant should take the Court fully into its confidence. |
| Mercurine Pte Ltd v Canberra Development Pte Ltd | Court of Appeal | Yes | [2008] 4 SLR(R) 907 | Singapore | Cited regarding the need to demonstrate a prima facie defence to the claim in the sense of showing that there were triable or arguable issues. |
| Chong Long Hak Kee Construction Trading Co v IEC Global Pte Ltd | High Court | Yes | [2003] 4 SLR(R) 499 | Singapore | Cited regarding the application for stay should be filed before the time for serving a Defence has lapsed, failing which judgment in default of Defence may be entered by the plaintiff. |
| Australian Timber Products Pte Ltd v Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd | High Court | Yes | [2005] 1 SLR(R) 168 | Singapore | Cited regarding the application to set aside a default judgment in order to apply for a stay similarly does not constitute a step in the proceedings. |
| Evajade Pty Ltd v National Australia Bank Ltd (No 2) | Supreme Court of South Australia | Yes | [2005] SASC 229 | Australia | Cited regarding the credibility of the representative assumes a different significance if the proposed representative is required to act both as a witness and as counsel in the proceedings. |
| Apollo Engineering Limited (in liquidation) v James Scott Limited | Scottish House of Lords | Yes | [2012] CSIH 4 | Scotland | Cited regarding the imposition of conditions when granting leave. |
| Lakeway Heights Development Inc and others v Royal Bank of Canada | Unknown | Yes | 65 BCLR (2d) 132 | Canada | Cited regarding the imposition of conditions when granting leave. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Legal Profession Act (Cap 161, 2009 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 1 r 9(2) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 1 r 9(6) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 5 r 6 | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 12 r 1 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Corporate Representation
- Rules of Court
- Authorized Officer
- Leave of Court
- Worldwide Freezing Order
- Arbitration Clause
- Default Judgment
- Amicus Curiae
- Stay of Proceedings
- Interlocutory Applications
15.2 Keywords
- Corporate Representation
- Rules of Court
- Singapore
- High Court
- Civil Procedure
- Company Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Company Law | 70 |
| Contract Law | 60 |
| Arbitration | 50 |
| Jurisdiction | 40 |
| Civil Procedure | 40 |
| Injunctions | 30 |
16. Subjects
- Civil Procedure
- Company Law
- Corporate Representation