Tavica Design v Win-Win Aluminium: Winding-Up Application Based on Disputed Debt

Tavica Design Pte Ltd (now Crescendas Pte Ltd) sought to wind up Win-Win Aluminium Systems Pte Ltd based on a debt of S$240,650.95 arising from a Costs Award in arbitration. Win-Win opposed the winding-up, arguing the debt was disputed due to alleged perjury affecting the Interim Award on which the debt was based. The High Court dismissed Win-Win's application to stay the winding-up and granted the winding-up order, finding that the issue of perjury was res judicata and Win-Win was deemed unable to pay its debts. The court also dismissed Acme Tech Design Pte Ltd's application for additional liquidators.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Win-Win Aluminium Systems Pte Ltd ordered to be wound up; Summons for stay of winding-up dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court considered a winding-up application against Win-Win Aluminium based on a disputed debt, ultimately ordering the company to be wound up due to its inability to pay and the res judicata effect of prior findings.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tavica Design Pte Ltd (now known as Crescendas Pte Ltd)PlaintiffCorporationWinding-up order grantedWon
Win-Win Aluminium Systems Pte LtdDefendantCorporationWinding-up order grantedLost
Acme Tech Design Pte LtdOtherCorporationApplication dismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Tay Yong KwangJudgeYes

4. Counsels

Counsel NameOrganization
Chin Li Yuen MarinaTan Kok Quan Partnership
Kang Zhi NiTan Kok Quan Partnership
Lim Bee LiOptimus Chambers LLC
Irving ChohOptimus Chambers LLC

4. Facts

  1. Win-Win was a subcontractor for an industrial building project.
  2. Win-Win commenced arbitration against Tavica claiming $1.813 million.
  3. An Interim Award was issued in favour of Tavica.
  4. Win-Win was ordered to pay costs of S$240,650.95.
  5. Tavica served a statutory demand on Win-Win for the debt.
  6. Win-Win alleged the Interim Award was procured through perjury.
  7. Win-Win's appeals against the Interim Award and Costs Award were dismissed.

5. Formal Citations

  1. Tavica Design Pte Ltd (now known as Crescendas Pte Ltd) v Win-Win Aluminium Systems Pte Ltd, Companies Winding-up No 94 of 2010, [2014] SGHC 85

6. Timeline

DateEvent
Win-Win commenced arbitration proceedings against Tavica
Tavica applied to bifurcate the arbitration proceedings
Arbitrator issued directions to bifurcate the proceedings
Interim Award issued in favour of Tavica
Win-Win made submissions on costs
Costs Award issued in favour of Tavica
Win-Win's application for leave to appeal against Interim Award dismissed
Win-Win's application for leave to appeal against Costs Award dismissed
Win-Win's application for leave to file an appeal dismissed
Win-Win filed an application to the Court of Appeal for leave to appeal
Win-Win withdrew application to the Court of Appeal
Tavica taxed a bill of costs and was awarded S$240,650.95
Tavica served a statutory demand on Win-Win
Win-Win's application for a review of the taxation dismissed
Tavica filed Companies Winding-up No 94 of 2010/D
Win-Win filed Scheme Application
Scheme Application adjourned to be heard with Winding-up Application
Win-Win withdrew the Scheme Application
Winding-up Application stayed pending outcomes of DC Suit 829 and CA 57/2010
CA 57/2010 was allowed
Win-Win’s claim against William Loh in DC Suit 829 was dismissed
Win-Win filed a Notice of Appeal against the decision in DC Suit 829
Tavica requested that the Winding-up Application be heard
Winding-up Application adjourned to be heard after the trial in Suit 538 was disposed of
Trial in Suit 538 conducted over a number of days in October to December 2012
Judgment delivered in Suit 538, Excalibur’s claim against Win-Win and Leck Kim Koon was allowed
Win-Win requested another adjournment of the Winding-up Application
Court acceded to the request for adjournment
Appeal against Lai J’s judgment was dismissed with costs
Tavica requested to restore the Winding-up Application
Win-Win filed Originating Summons No 87 of 2014
Win-Win changed its solicitors
Winding-up Application and Sum 607/2014 came before the court
Court heard parties on the merits of the Winding-up Application and Sum 607/2014
Sum 607/2014 dismissed and orders sought in the Winding-up Application granted

7. Legal Issues

  1. Winding-up of a Company
    • Outcome: The court ordered the company to be wound up, finding it was unable to pay its debts.
    • Category: Substantive
    • Sub-Issues:
      • Inability to pay debts
      • Disputed debt
      • Abuse of process
  2. Res Judicata
    • Outcome: The court held that the issue of alleged perjury was res judicata, preventing Win-Win from raising it again.
    • Category: Procedural
    • Sub-Issues:
      • Cause of action estoppel
      • Issue estoppel
      • Abuse of process (extended doctrine)

8. Remedies Sought

  1. Winding-up order
  2. Stay of Winding-up Application

9. Cause of Actions

  • Winding-Up
  • Breach of Fiduciary Duties

10. Practice Areas

  • Commercial Litigation
  • Insolvency
  • Winding-Up

11. Industries

  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Excalibur Land (S) Pte Ltd v Win-Win Aluminium Systems Pte Ltd and anotherHigh CourtYes[2013] SGHC 112SingaporeThe court relied on the findings in this case, which addressed the alleged perjury and its impact on the Interim Award.
Browne v DunnN/AYes(1893) 6 R 67N/ACited for the principle that evidence remains intact if not re-examined.
Goh Nellie v Goh Lian Teck and othersN/AYes[2007] 1 SLR(R) 453SingaporeCited for the principles of res judicata, including cause of action estoppel, issue estoppel, and abuse of process.
Lee Hiok Tng v Lee Hiok TngCourt of AppealYes[2001] 1 SLR(R) 771SingaporeCited as accepting the extended doctrine of res judicata.
Lai Swee Lin Linda v AGN/AYes[2006] 2 SLR(R) 565SingaporeCited as accepting the extended doctrine of res judicata.
Then Khek Koon and another v Arjun Permanand Samtani and another and other suitsN/AYes[2014] 1 SLR 245SingaporeCited for the application of the extended doctrine of res judicata.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Arbitration Act (Cap 10)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding-up
  • Statutory demand
  • Interim Award
  • Costs Award
  • Res judicata
  • Perjury
  • Scheme of arrangement
  • Bifurcation
  • Liquidators

15.2 Keywords

  • winding up
  • insolvency
  • res judicata
  • arbitration
  • company law
  • singapore

17. Areas of Law

Area NameRelevance Score
Winding Up95
Company Law60
Arbitration50
Commercial Disputes30
Civil Procedure25

16. Subjects

  • Insolvency
  • Company Law
  • Civil Procedure
  • Arbitration