Ting Shwu Ping v Autopack Pte Ltd: Winding Up Application and Buy-Out Provision under Companies Act

Ting Shwu Ping, as administrator of the estate of Chng Koon Seng, applied to the High Court of Singapore to wind up Autopack Pte Ltd and Scanone Pte Ltd, companies co-owned by the deceased and Chan Key Siang. The applications were based on the 'just and equitable' ground, seeking a buy-out under s 254(2A) of the Companies Act. The court, led by Edmund Leow JC, dismissed the applications, finding them to be an abuse of process aimed at forcing a buy-out and circumventing the companies' Articles of Association regarding share valuation.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiffs' application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Applications to wind up Autopack and Scanone Pte Ltd were dismissed. The court found the winding-up application was an abuse of process.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ting Shwu PingPlaintiffIndividualApplication dismissedLostN Sreenivasan, Ang Mei-Ling Valerie Freda, Tan Xin Ya
Ting Shwu Ping (Administrator of the Estate of Chng Koon Seng, deceased)PlaintiffIndividualApplication dismissedLostN Sreenivasan, Ang Mei-Ling Valerie Freda, Tan Xin Ya
Autopack Pte LtdDefendantCorporationApplication dismissedWonVikram Nair, Seow Wai Peng Amy, Tan Ruo Yu
Scanone Pte LtdDefendantCorporationApplication dismissedWonVikram Nair, Seow Wai Peng Amy, Tan Ruo Yu

3. Judges

Judge NameTitleDelivered Judgment
Edmund LeowJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
N SreenivasanStraits Law Practice LLC
Ang Mei-Ling Valerie FredaStraits Law Practice LLC
Tan Xin YaStraits Law Practice LLC
Vikram NairRajah & Tann Singapore LLP
Seow Wai Peng AmyRajah & Tann Singapore LLP
Tan Ruo YuRajah & Tann Singapore LLP

4. Facts

  1. Ting Shwu Ping is the administrator of the estate of Chng Koon Seng, who was a shareholder and director of Autopack and Scanone.
  2. Chng Koon Seng passed away on 7 April 2014.
  3. Ting Shwu Ping was appointed as a director of Autopack and Scanone after her husband's death.
  4. Negotiations between Ting Shwu Ping and Mr. Chan regarding the buy-out of shares were unsuccessful.
  5. Ting Shwu Ping commenced winding-up applications against Autopack and Scanone on 23 August 2015.
  6. The Articles of Association of Autopack and Scanone contain provisions for the valuation of shares in the event of a transfer dispute.
  7. The first plaintiff admitted that she was not interested in a partnership with Mr Chan to run the company, and merely wanted to sell her shares.

5. Formal Citations

  1. Ting Shwu Ping and another v Autopack Pte Ltd and another matter, , [2016] SGHC 07
  2. In the matter of Section 254(1)(i) of the Companies Act (Cap 50)In the matter of Autopack Pte LtdBetween(1)Ting Shwu Ping(2)Ting Shwu Ping (Administrator of the Estate of Chng Koon Seng, deceased), , Companies Winding Up No 178 of 2015
  3. In the matter of Section 254(1)(i) of the Companies Act (Cap 50)In the matter of Scanone Pte LtdBetweenTing Shwu Ping (Administrator of the Estate of Chng Koon Seng, deceased), , Companies Winding Up No 179 of 2015

6. Timeline

DateEvent
Autopack (Pte) Ltd incorporated.
Yeo Seng Poh departed from Autopack.
Scanone (Pte) Ltd incorporated.
Chng Koon Seng passed away.
Meeting between Ting Shwu Ping and Mr Chan regarding shares.
Ting Shwu Ping appointed as director of Autopack and Scanone.
Negotiations began between Mr. Chan and the first plaintiff on the buy-out of the Shares.
Companies (Amendment) Act 2014 came into effect.
Ting Shwu Ping proposed to sell the Shares to the Defendants at a value to be determined by a valuer.
Statutory demand issued by Ting Shwu Ping against the Defendants.
Winding-up applications commenced against Autopack and Scanone.
Hearing date.
Hearing date.
Hearing date.
Judgment reserved.

7. Legal Issues

  1. Abuse of Process
    • Outcome: The court found that the winding-up application was an abuse of process.
    • Category: Procedural
    • Sub-Issues:
      • Commencing winding-up application for collateral purpose
  2. Just and Equitable Winding Up
    • Outcome: The court found no grounds to justify a winding-up on just and equitable grounds.
    • Category: Substantive
  3. Interpretation of Articles of Association
    • Outcome: The court held that the Plaintiffs were required to comply with the Defendants’ Articles in the transfer and valuation of the shares.
    • Category: Substantive

8. Remedies Sought

  1. Winding-up of Autopack Pte Ltd
  2. Winding-up of Scanone Pte Ltd
  3. Buy-out under s 254(2A) of the Companies Act

9. Cause of Actions

  • Winding Up on Just and Equitable Grounds

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • Computer Accessories
  • Machinery Wholesale
  • Property Rental

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50)Singapore
Section 254(1)(i) of the Companies Act (Cap 50)Singapore
Section 254(1)(f) of the Companies ActSingapore
Section 254(2A) of the Companies ActSingapore
Partnership Act (Cap 391, 1994 Rev Ed)Singapore
Section 33(1) of the Partnership Act (Cap 391, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding-up application
  • Buy-out provision
  • Abuse of process
  • Just and equitable ground
  • Articles of Association
  • Share valuation
  • Minority shareholder
  • Collateral purpose

15.2 Keywords

  • Winding up
  • Companies Act
  • Buy-out
  • Shareholder
  • Minority oppression
  • Abuse of process

16. Subjects

  • Company Law
  • Insolvency
  • Shareholder Rights

17. Areas of Law

  • Company Law
  • Winding Up
  • Civil Procedure