CIFG v Polimet: Summary Judgment & Striking Out Application on Bond Subscription Agreement & Indemnity Clause
CIFG Special Assets Capital I Ltd (formerly Diamond Kendall Limited) sued Polimet Pte Ltd and others in the High Court of Singapore, seeking summary judgment for breach of bond subscription agreements and enforcement of indemnity clauses. The defendants applied to strike out the claim against the 4th and 5th defendants. AR Jean Chan Lay Koon dismissed both applications, finding triable issues regarding the interpretation of the indemnity clause, alleged misrepresentation, and the plaintiff's interference with the defendant's business operations.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's application for summary judgment dismissed; Defendants' application to strike out claim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
CIFG's claim for summary judgment against Polimet and others was dismissed due to triable issues regarding breach of contract and indemnity.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Others | Defendant | Corporation | Application Dismissed | Won | |
| CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Limited) | Plaintiff | Corporation | Application Dismissed | Lost | |
| Polimet Pte Ltd | Defendant | Corporation | Application Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Jean Chan Lay Koon | Assistant Registrar | Yes |
4. Counsels
4. Facts
- CIFG entered into bond subscription agreements with Polimet and others.
- CIFG granted facilities to Polimet, which were drawn down.
- The 2nd and 3rd defendants provided personal guarantees for 50% of Polimet's liabilities.
- Polimet allegedly failed to make payments under the bond subscription agreements.
- CIFG claimed Polimet breached conditions subsequent, including financial ratios.
- CIFG alleged Polimet disposed of assets without authorization.
- Defendants claimed CIFG's representatives interfered with Polimet's management.
5. Formal Citations
- CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Limited) v Polimet Pte Ltd and others, Suit No 758 of 2013 (Summons No 5740 of 2013 and Summons No 424 of 2014), [2014] SGHCR 8
6. Timeline
| Date | Event |
|---|---|
| Convertible Bond Subscription Agreement signed | |
| First Tranche of 2007 Bond issued | |
| Second and Third Tranches of 2007 Bond issued | |
| Defendants requested additional facility | |
| Convertible Bond Subscription Agreement signed for additional facility | |
| 2008 Bond issued | |
| Supplemental Convertible Bond Subscription Agreement signed | |
| Plaintiff issued demands for sums owing | |
| Plaintiff issued demands for sums owing | |
| Plaintiff was sold to Global Distressed Alpha Fund III Limited Partnership in or about July 2013 | |
| Plaintiff issued demands for sums owing | |
| Plaintiff's name changed to CIFG Special Assets Capital I Ltd | |
| FDP suspended operations | |
| Plaintiff cancelled facilities and demanded repayment | |
| Yeo filed affidavit | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: Triable issue; summary judgment not granted.
- Category: Substantive
- Sub-Issues:
- Failure to make payment
- Failure to maintain financial ratios
- Unauthorised disposal of assets
- Failure to register debentures
- Interpretation of Indemnity Clause
- Outcome: Triable issue; summary judgment not granted.
- Category: Substantive
- Misrepresentation
- Outcome: Triable issue; summary judgment not granted.
- Category: Substantive
- Striking Out Application
- Outcome: Application dismissed.
- Category: Procedural
- Summary Judgment Application
- Outcome: Application dismissed.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
- Summary Judgment
9. Cause of Actions
- Breach of Contract
- Indemnity
10. Practice Areas
- Commercial Litigation
11. Industries
- Manufacturing
- Semiconductor
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others | Court of Appeal | Yes | [1997] 3 SLR(R) 649 | Singapore | Cited for the principles relating to striking out under Order 18 rule 19(1) of the Rules of Court. |
| Ng Chee Weng v Lim Jit Ming Bryan and another | Court of Appeal | Yes | [2012] 1 SLR 457 | Singapore | Cited for the principle that the power to strike out a claim can only be exercised if it is patently clear that there is no reasonable cause of action. |
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the test of whether an action is plainly or obviously unsustainable for striking out applications. |
| Uzbekistan Airways v Jetspeed Travel Pte Ltd | High Court | Yes | [2009] 1 SLR(R) 1 | Singapore | Cited for the principle that the words of a contract are to be understood in their natural and ordinary meaning. |
| Habibullah Mohamed Yousuff v Indian Bank | Unknown | Yes | [1999] 3 SLR 650 | Singapore | Cited for the principle that summary judgment should not be given where there is an issue or question in dispute which ought to be tried. |
| Eng Mee Yong & Ors. v Letchumanan | Unknown | Yes | [1979] 2 MLJ 212 | Malaysia | Cited for the principle that it is normally not appropriate for a judge to attempt to resolve conflicting affidavit evidence in Order 14 proceedings. |
| Bank Negara Malaysia v Mohd Ismail & Ors. | Unknown | Yes | [1992] 1 MLJ 400 | Malaysia | Cited for the principle that the Court must determine whether issues of fact and law are triable in a summary judgment application. |
| Lee Chee Wei v Tan Hor Peow Victor & Ors | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited regarding whether an entire agreement clause can exclude a claim in misrepresentation. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the parole evidence rule and the admissibility of extrinsic evidence in contractual interpretation. |
13. Applicable Rules
| Rule Name |
|---|
| Order 14 rule 1 of the Rules of Court |
| Order 18 rule 19(1) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Convertible Bond
- Bond Subscription Agreement
- Indemnity
- Personal Guarantee
- Event of Default
- Financial Ratios
- Nominee Directors
- Shareholders’ Agreement
- Entire Agreement Clause
- Parole Evidence Rule
15.2 Keywords
- bond subscription agreement
- summary judgment
- striking out
- indemnity
- breach of contract
- financial ratios
- misrepresentation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Summary Judgement | 75 |
| Contract Law | 70 |
| Breach of Contract | 65 |
| Guarantees and indemnities | 50 |
| Misrepresentation | 40 |
| Guarantor | 40 |
| Estoppel | 30 |
| Company Law | 30 |
16. Subjects
- Contract Law
- Finance
- Civil Procedure