Agam v BNP Paribas: Interpretation of Banking Act Sections 14A-14C & 55B-55C, Overseas Banks, Statutory Regulations
Jacob and Ruth Agam, citizens of Israel, appealed against the Singapore International Commercial Court's decision regarding the interpretation of Sections 14A to 14C and 55B to 55C of the Banking Act in relation to a merger involving BNP Paribas Wealth Management and BNP Paribas SA. The Court of Appeal, comprising Sundaresh Menon CJ, Judith Prakash JA, and Dyson Heydon IJ, dismissed the appeal, finding that court approval was not required in this case.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The Court of Appeal dismissed an appeal regarding the interpretation of Sections 14A to 14C and 55B to 55C of the Banking Act concerning the transfer of banking business.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Jacob Agam | Appellant | Individual | Appeal Dismissed | Lost | Cheong Yuen Hee, Mohamed Zikri bin Mohamed Muzammil |
| Ruth Agam | Appellant | Individual | Appeal Dismissed | Lost | Cheong Yuen Hee, Mohamed Zikri bin Mohamed Muzammil |
| BNP Paribas SA | Respondent | Corporation | Appeal Dismissed | Won | K Muralidharan Pillai, Luo Qinghui, Andrea Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Judith Prakash | Judge of Appeal | No |
| Dyson Heydon | International Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Cheong Yuen Hee | Hin Tat Augustine & Partners |
| Mohamed Zikri bin Mohamed Muzammil | Hin Tat Augustine & Partners |
| K Muralidharan Pillai | Rajah & Tann Singapore LLP |
| Luo Qinghui | Rajah & Tann Singapore LLP |
| Andrea Tan | Rajah & Tann Singapore LLP |
4. Facts
- Wealth Management advanced approximately €61.7m to the Appellants’ companies in 2010.
- The Loans were secured by personal guarantees by the Appellants.
- The Loans were not fully repaid on maturity in 2015.
- Wealth Management commenced proceedings in the Singapore High Court in November 2015 for recovery of approximately €30m.
- Wealth Management was struck off the register of French companies upon merger absorption by Paribas SA on 12 October 2016.
- Paribas SA filed an application to be substituted for Wealth Management in the Main Proceedings on 27 October 2016.
5. Formal Citations
- Jacob Agam and another v BNP Paribas SA, Civil Appeal No 71 of 2017, [2017] SGCA(I) 01
- BNP Paribas Wealth Management v Jacob Agam and another, , [2017] SGHC(I) 2
6. Timeline
| Date | Event |
|---|---|
| Wealth Management advanced approximately €61.7m to the Appellants’ companies | |
| Loans were not fully repaid on maturity | |
| Wealth Management commenced proceedings in the Singapore High Court for recovery of approximately €30m | |
| Main Proceedings were transferred to the Singapore International Commercial Court | |
| Surrender of Wealth Management’s banking licence in Singapore was notified in the Government Gazette | |
| Wealth Management was struck off the register of French companies upon merger absorption by Paribas SA | |
| Paribas SA filed an application to be substituted for Wealth Management in the Main Proceedings | |
| Oral argument was heard in the Court of Appeal | |
| Court of Appeal dismissed the appeal |
7. Legal Issues
- Interpretation of Banking Act Sections 14A to 14C and 55B to 55C
- Outcome: The Court of Appeal held that court approval was not required in the instant case.
- Category: Statutory
- Sub-Issues:
- Application of Sections 14A to 14C
- Application of Sections 55B to 55C
- Requirement of Court Approval for Transfer of Business
- Effect of Merger Agreement
- Outcome: The Court held that the use of the word 'subrogated' in the Merger Agreement did not control the meaning of the contract as a whole and did not contradict the universal transfer of assets.
- Category: Contractual
- Sub-Issues:
- Interpretation of 'subrogated' in Merger Agreement
- Universal transfer of assets and liabilities
- Dissolution of Wealth Management
8. Remedies Sought
- Recovery of debt
- Monetary damages
9. Cause of Actions
- Breach of Guarantee
10. Practice Areas
- Commercial Litigation
- Banking
- Appeals
11. Industries
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| BNP Paribas Wealth Management v Jacob Agam and another | Singapore International Commercial Court | Yes | [2017] SGHC(I) 2 | Singapore | The judgment being appealed from. |
| The “Nasco Gem” | Court of Appeal | Yes | [2014] 2 SLR 63 | Singapore | Cited for the principle of deciding whether an order is interlocutory or final. |
13. Applicable Rules
| Rule Name |
|---|
| O 15 r 7(2) of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Banking Act (Cap. 19) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Interpretation Act (Cap 1, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Merger
- Subrogation
- Banking Act
- Universal Transfer
- Banking Licence
- Transferor
- Transferee
- Wealth Management
- Paribas SA
15.2 Keywords
- Banking Act
- Merger
- Subrogation
- Overseas Banks
- Singapore
- Wealth Management
- BNP Paribas
16. Subjects
- Banking
- Mergers and Acquisitions
- Statutory Interpretation
17. Areas of Law
- Banking Law
- Statutory Interpretation
- Mergers and Acquisitions