CPIT Investments v Qilin World Capital: Injunction Variation & Fortification of Undertaking
In a civil suit before the Singapore International Commercial Court, CPIT Investments Limited sought an injunction against Qilin World Capital Limited regarding the disposal of shares. Qilin applied for a variation of the injunction and for CPIT to fortify its undertaking concerning potential damages resulting from a consent order. The court, presided over by Vivian Ramsey IJ, dismissed both of Qilin's applications, upholding the original terms of the consent order and the injunction.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL COURT1.2 Outcome
Fortification and Variation Applications dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court addresses Qilin's request to vary an injunction and CPIT's undertaking. The court dismissed both applications, upholding the original consent order.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| CPIT INVESTMENTS LIMITED | Plaintiff | Corporation | Applications dismissed | Neutral | |
| QILIN WORLD CAPITAL LIMITED | Defendant | Corporation | Applications dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vivian Ramsey | International Judge | Yes |
4. Counsels
4. Facts
- CPIT and Qilin entered into a Stock Secured Financing Agreement and a Control Agreement on 16 November 2015.
- CPIT provided 25,000,000 Millennium shares as collateral for a HK$31,250,000 non-recourse loan from Qilin.
- CPIT contends that Qilin unlawfully transferred and/or sold and/or disposed of those shares.
- Qilin contends it was entitled to deal with the shares and became the full legal and beneficial owner after CPIT failed to cure an Event of Default.
- CPIT applied for an injunction prohibiting Qilin from disposing of unsold shares and proceeds of sale on 12 January 2016.
- An injunction was granted on 18 January 2016 restraining Qilin from disposing of the shares.
- A Consent Order was made on 12 February 2016 regarding security for CPIT’s claim.
5. Formal Citations
- CPIT Investments Ltd v Qilin World Capital Ltd and another, Suit No 5 of 2016 (HC/Summons No 2398 of 2016 and HC/Summons No 3128 of 2016), [2016] SGHC(I) 04
6. Timeline
| Date | Event |
|---|---|
| Proceedings commenced in the High Court | |
| Injunction granted by the High Court | |
| Consent Order made | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Variation of Injunction
- Outcome: The court did not allow the Variation Application.
- Category: Procedural
- Fortification of Undertaking
- Outcome: The court did not grant the fortification of the Consent Order.
- Category: Procedural
8. Remedies Sought
- Injunction
- Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| CHS CPO GmbH (in bankruptcy) and another v Vikas Goel and others | Singapore High Court | Yes | [2005] 3 SLR(R) 202 | Singapore | Cited for the legal principles applicable to a fortification application. |
| JSC Mezhdunarodniy Promyshlenniy Bank v Pugachev | English Court of Appeal | Yes | [2016] 1 WLR 160 | England and Wales | Cited regarding the evidence necessary to justify an application for fortification. |
| Bloomsbury International Limited v Holyoake | English High Court | Yes | [2010] EWHC 1150 (Ch) | England and Wales | Cited regarding the evidence necessary to justify an application for fortification. |
| Wiltopps (Asia) Ltd v Drew & Napier and another | Singapore High Court | Yes | [1999] 1 SLR(R) 252 | Singapore | Cited for the principle that a consent order can only be set aside on grounds that would justify the setting aside of a contract. |
| Poh Huat Heng Corp Pte Ltd and others v Hafizul Islam Kofil Uddin | Court of Appeal | Yes | [2012] 3 SLR 1003 | Singapore | Cited for the applicable law on consent orders. |
| Siebe Gorman & Co Ltd v Pneupac Ltd | English Court of Appeal | Yes | [1982] 1 All ER 377 | England and Wales | Cited for the meaning of an order made “by consent”. |
| Bakery Mart Pte Ltd v Ng Wei Teck Michael and others | High Court | Yes | [2005] 1 SLR(R) 28 | Singapore | Cited for the principle that the court will not interfere to set aside a consent judgment or order after it has been made and perfected. |
| Wellmix Organics (International) Pte Ltd v Lau Yu Man | High Court | Yes | [2006] 2 SLR(R) 117 | Singapore | Cited for the extent to which the Court had a discretion to vary a consent order. |
| Purcell v F C Trigell Ltd | English Court of Appeal | Yes | [1971] 1 QB 358 | England and Wales | Cited for the distinction between interlocutory orders and final judgments. |
| Airtrust (Singapore) Pte Ltd v Kao Chai-Chau Linda | High Court | Yes | [2014] 2 SLR 693 | Singapore | Cited for the principles to be applied to consent orders. |
| Ropac Limited v Inntrepreneur Pub Company (CPC) Limited | English High Court | Yes | [2001] CP Rep 31 | England and Wales | Cited for the enforcement of a consent unless order for the possession of premises. |
| Weston v Dayman | English Court of Appeal | Yes | [2006] EWCA Civ 1165 | England and Wales | Cited for considering a consent order discharging a receivership. |
| Commodity Ocean Transport Corp v Basford Unicorn Industries Ltd, The Mito | English High Court | Yes | [1987] 2 Lloyd's Rep 197 | England and Wales | Cited for the principle that the court has no power subsequently to impose an additional term on the grant of an injunction. |
| Miller Brewing Company v The Mersey Docks and Harbour Company | English High Court | Yes | [2003] EWHC 1606 (Ch) | England and Wales | Cited for the principle that the court has no power subsequently to impose an additional term on the grant of an injunction. |
| Thai-Lao Lignite (Thailand) Co. Ltd v The Government of The Lao People’s Democratic Republic | English High Court | Yes | [2013] EWHC 2466 (Comm) | England and Wales | Cited for the principle that the court has no power subsequently to impose an additional term on the grant of an injunction. |
| Energy Venture Partners Ltd v Malabu Oil and Gas Ltd | English Court of Appeal | Yes | [2015] 1 WLR 2309 | England and Wales | Cited for the principles to be applied in relation to fortification. |
| Harley Street Capital Ltd v Tchigirinski | English High Court | Yes | [2005] EWHC 2471 (Ch) | England and Wales | Cited for the principles to be applied in relation to fortification. |
| Zheng Yu Shan v Lian Beng Construction (1988) Pte Ltd | High Court | Yes | [2009] 2 SLR(R) 587 | Singapore | Cited regarding judicial notice. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Injunction
- Fortification
- Undertaking
- Consent Order
- Millennium shares
- Stock Secured Financing Agreement
- Control Agreement
- Non-recourse loan
- Variation Application
- Event of Default
15.2 Keywords
- Injunction
- Variation
- Fortification
- Undertaking
- Consent Order
- Shares
- Singapore
- Commercial
- CPIT Investments
- Qilin World Capital
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Judgments and Orders | 80 |
| Civil Practice | 75 |
| Injunctions | 70 |
| International Commercial Transactions | 65 |
| Commercial Law | 60 |
| Contract Law | 50 |
| Evidence Law | 40 |
| Measure of Damages | 30 |
| Corporate Law | 30 |
| Corporate Litigation | 30 |
| Arbitration | 30 |
| Estoppel | 20 |
16. Subjects
- Civil Procedure
- Injunctions
- Contract Law
- Financial Law