JX Holdings Inc v Singapore Airlines: Universal Succession, Share Transmission & Companies Act
JX Holdings Inc and JX Nippon Oil & Energy Corporation sought rectification of Singapore Airlines Limited's register of members in the High Court of Singapore. The application concerned shares originally purchased by Kyodo Oil Co Ltd, which underwent multiple corporate restructuring exercises under Japanese law. The plaintiffs claimed that JX Holdings Inc was the ultimate successor in title to these shares. The court considered the doctrine of universal succession under private international law and the distinction between a 'transfer' and a 'transmission' of shares under the Companies Act. The court granted the plaintiffs an order in the terms of their amended prayers.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Order granted to the plaintiffs in terms of their amended prayers.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Rectification of Singapore Airlines' register of members was sought due to a complex series of mergers. The court examined universal succession under private international law.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| JX Holdings Inc | Plaintiff | Corporation | Order granted in terms of amended prayers | Won | Joseph Tay Weiwen, Claire Yeo |
| JX Nippon Oil & Energy Corporation | Plaintiff | Corporation | Order granted in terms of amended prayers | Won | Joseph Tay Weiwen, Claire Yeo |
| Singapore Airlines Limited | Defendant | Corporation | Order granted to Plaintiff | Lost | Chan Chee Yin Andrew, Teo Jun Yi, Michelle Lim Wen Yong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Edmund Leow | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Joseph Tay Weiwen | Shook Lin & Bok LLP |
| Claire Yeo | Shook Lin & Bok LLP |
| Chan Chee Yin Andrew | Allen & Gledhill LLP |
| Teo Jun Yi | Allen & Gledhill LLP |
| Michelle Lim Wen Yong | Allen & Gledhill LLP |
4. Facts
- Kyodo Oil Co Ltd purchased 20,000 ordinary shares in Singapore Airlines Limited in February 1986.
- Kyodo Oil Co Ltd underwent multiple corporate restructuring exercises between December 1992 and July 2010.
- Kyodo Oil Co Ltd ceased to exist in 1993, and its rights and obligations passed to Nippon Oil Corporation.
- Nippon Oil Corporation underwent an absorption-type split in July 2010, transferring the shares to JX Holdings Inc.
- The shares were still registered in Kyodo Oil Co Ltd's name despite the restructuring.
- JX Holdings Inc commenced Originating Summons No 303 of 2016 to rectify the register.
- Singapore Airlines Limited did not object to the application in principle but disputed which plaintiff owned the shares.
5. Formal Citations
- JX Holdings Inc and another v Singapore Airlines Ltd, Originating Summons No 303 of 2016, [2016] SGHC 212
6. Timeline
| Date | Event |
|---|---|
| Kyodo Oil Co Ltd purchased 20,000 ordinary shares in Singapore Airlines Limited | |
| Share issuance in Singapore Airlines Limited | |
| Kyodo Oil Co Ltd underwent multiple corporate restructuring exercises | |
| Capital reduction exercise in Singapore Airlines Limited | |
| Singapore Airport Terminal Services Limited shares issued as dividends in specie on the Singapore Airlines Limited shares | |
| Nippon Oil Corporation underwent an absorption-type split | |
| Expert Opinion of Kotaro Kubo dated | |
| Oral hearing | |
| Input of the Inland Revenue Authority of Singapore received | |
| Judgment reserved |
7. Legal Issues
- Rectification of Register of Members
- Outcome: The court granted the order for rectification.
- Category: Procedural
- Sub-Issues:
- Omission of name from register without sufficient cause
- Universal Succession
- Outcome: The court recognized the succession of corporate personality under Japanese law.
- Category: Substantive
- Sub-Issues:
- Succession of corporate personality
- Transfer of assets and liabilities
- Transfer vs. Transmission of Shares
- Outcome: The court held that the transfer of shares took place by way of transmission, not transfer.
- Category: Substantive
- Sub-Issues:
- Application of s 130(1) of the Companies Act
- Requirement of proper instrument of transfer
8. Remedies Sought
- Amendment of the register of members of Singapore Airlines Limited
- Transfer of Singapore Airport Terminal Services Limited shares to the first plaintiff
- Payment of all dividends declared in respect of the shares to the first plaintiff
9. Cause of Actions
- Rectification of register of members under s 194 of the Companies Act
10. Practice Areas
- Commercial Litigation
11. Industries
- Aviation
- Energy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| W Gregory Dawkins v The Right Hon Baron Penrhyn | N/A | Yes | [1878] 4 App Cas 51 | N/A | Cited for the principle that limitation periods do not operate as a bar unless specifically pleaded as a defence. |
| Sing Eng (Pte) Ltd v PIC Property Ltd | Court of Appeal | Yes | [1990] 1 SLR(R) 792 | Singapore | Cited for the interpretation of 'person aggrieved' under s 194(1) of the Companies Act. |
| Re Asian Organisation Ltd | N/A | Yes | [1961] MLJ 295 | N/A | Cited for the principle that the court has a wide discretion in applications for rectification of the register. |
| Bellerby v Rowland & Marwood’s Steamship Company Limited | English High Court | Yes | [1901] 2 Ch 265 | England | Cited for the test of whether the plaintiff has shown sufficient 'equity to disturb the existing state of affairs' in rectification applications. |
| Lazard Brothers and Company v Midland Bank, Limited | N/A | Yes | [1933] AC 289 | N/A | Cited for the principle that the law of incorporation governs the dissolution of a corporation. |
| National Bank of Greece and Athens SA v Metliss | House of Lords | Yes | [1957] AC 509 | England | Cited as the leading case on the doctrine of universal succession. |
| Adams and others v National Bank of Greece SA and other appeals | House of Lords | Yes | [1960] AC 255 | England | Cited for the principle that courts will scrutinise the juridical nature of the question before it to determine the applicable law in cases of corporate succession. |
| Natural Section Clothing Ltd v Commissioner of Trade Marks | High Court of New Zealand | Yes | [1995] 3 NZLR 599 | New Zealand | Cited as an example of Metliss being followed in the Commonwealth. |
| Re Maple Leaf Mills Ltd | Supreme Court of British Columbia | Yes | (1963) 35 DLR (2d) 683 | Canada | Cited as an example of Metliss being followed in the Commonwealth. |
| Re Sidex Australia Pty Ltd (rec and mgr apptd); Sipad Holding ddpo and another v Popovic and others | Federal Court of Australia | Yes | [1995] 18 ASCR 436 | Australia | Cited for the principle that a change in the ownership of assets pursuant to a process of corporate succession may be effected without the need for an instrument of transfer. |
| Re Kenzler | Supreme Court of Queensland | Yes | (1983) 7 ACLR 767 | Australia | Cited for the distinction between a 'transfer' and a 'transmission' of shares. |
| Seah Teong Kang (co-executor of the will of Lee Koon, deceased) and another v Seah Yong Chwan (executor of the estate of Seah Eng Teow) | Court of Appeal | Yes | [2015] 5 SLR 792 | Singapore | Cited for the distinction between a 'transfer' and a 'transmission' of shares. |
| Centro Latino Americano de Commercio Exterior SA v Owners of the Ship “Kommunar” (The “Kommunar” (No 2)) | English High Court | Yes | [1997] 1 Lloyd’s Rep 8 | England | Cited for clarifying the nature of the doctrine of universal succession. |
| Astra SA Insurance and Reinsurance Co v Sphere Drake Insurance Ltd and another | English High Court | Yes | [2000] 2 Lloyd’s Rep 550 | England | Cited for the principle that succession can be found even though the succeeding entity inherits only a part of the patrimony of the original entity. |
| Eurosteel Ltd v Stinnes AG | N/A | Yes | [2000] 1 All ER (Comm) 964 | N/A | Cited for the principle that succession can extend to the uninterrupted continuation of pending arbitration proceedings. |
| Q & M Enterprises Sdn Bhd v Poh Kiat | N/A | Yes | [2005] 4 SLR(R) 494 | N/A | Cited for the principle of international comity. |
| Beluga Chartering GmbH (in liquidation) and others v Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (deugro (Singapore) Pte Ltd, non-party) | N/A | Yes | [2014] 2 SLR 815 | N/A | Cited for the principle that matters relating to substantive company law fall to be governed by the law of incorporation. |
| Focus Energy Ltd v Aye Aye Soe | N/A | Yes | [2009] 1 SLR(R) 1086 | N/A | Cited for the principle that matters relating to internal management fall to be governed by the law of incorporation. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 194 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 130(1) | Singapore |
| Stamp Duties Act (Cap 312, 2006 Rev Ed) | Singapore |
| Companies Ordinance 1940 (Ord No 49 of 1940) s 66 | Singapore |
| Companies Act 1929 (c 23) (UK) s 63 | United Kingdom |
| Companies (New South Wales) Code (NSW) s 183(2) | Australia |
| Japanese Companies Act Art 2(xxix) | Japan |
| Japanese Companies Act Art 759(1) | Japan |
| Japanese Companies Act Art 923 | Japan |
15. Key Terms and Keywords
15.1 Key Terms
- Universal succession
- Absorption-type split
- Transmission of shares
- Rectification of register
- Companies Act
- Instrument of transfer
- Corporate restructuring
- Law of incorporation
15.2 Keywords
- Companies Act
- Shares
- Universal succession
- Singapore Airlines
- Rectification
- Transmission
- Corporate law
- Japanese law
16. Subjects
- Companies
- Shares
- Transmission
- Conflict of Laws
- Choice of law
- Corporations
17. Areas of Law
- Company Law
- Conflict of Laws
- Private International Law