nTan Corporate Advisory v TT International: Assessment of Professional Fees in Scheme of Arrangement
In the High Court of Singapore, nTan Corporate Advisory Pte Ltd, the Plaintiff, sought assessment of its professional fees for work done for TT International Limited, the Defendant, in respect of a scheme of arrangement. The court considered the value contributed by the Plaintiff, the time spent, and other relevant factors. The court determined that a fair, reasonable, and adequate fee for the Plaintiff's work was $12,042,899.40. Accordingly, the Defendant was ordered to pay the Plaintiff an additional $1,276,735.40, in addition to the $10,766,164 already paid.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Judgment for the Plaintiff; the Defendant has to pay the Plaintiff an additional $1,276,735.40.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court assessed nTan Corporate Advisory's fees for work done for TT International in a scheme of arrangement, focusing on value contributed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| nTan Corporate Advisory Pte Ltd | Plaintiff | Corporation | Partial Judgment | Partial | Edwin Tong, Kenneth Lim Tao Chung, Peh Aik Hin, Tham Chuen Min, Jasmine Tan Jianmin, Chua Xinying |
| TT International Limited | Defendant | Corporation | Partial Loss | Partial | Chan Hock Keng, Ong Pei Chin, Lawrence Foo, Chong Wan Yee Monica |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Edwin Tong | Allen & Gledhill LLP |
| Kenneth Lim Tao Chung | Allen & Gledhill LLP |
| Peh Aik Hin | Allen & Gledhill LLP |
| Tham Chuen Min | Allen & Gledhill LLP |
| Jasmine Tan Jianmin | Allen & Gledhill LLP |
| Chua Xinying | Allen & Gledhill LLP |
| Chan Hock Keng | WongPartnership LLP |
| Ong Pei Chin | WongPartnership LLP |
| Lawrence Foo | WongPartnership LLP |
| Chong Wan Yee Monica | WongPartnership LLP |
4. Facts
- nTan Corporate Advisory Pte Ltd sought assessment of its professional fees for work done for TT International Limited.
- The assessment was sought pursuant to orders made by the Court of Appeal in The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal [2012] 4 SLR 1182.
- TT International Limited was involved in the business of consumer electronics and incurred losses from foreign exchange derivatives.
- TT International Limited embarked on the construction of the Big Box project, a retail complex in Jurong East.
- nTan Corporate Advisory Pte Ltd was appointed as TT International Limited's independent financial advisor.
- A scheme of arrangement was approved by the High Court in March 2010 and subsequently approved by the Court of Appeal on 13 October 2010.
- The Value-Added Fee was not disclosed to the Scheme’s Management Committee of creditors or the court prior to the Court of Appeal’s sanction of the Scheme.
5. Formal Citations
- nTan Corporate Advisory Pte Ltd v TT International Limited, Originating Summons No 824 of 2016, [2017] SGHC 207
6. Timeline
| Date | Event |
|---|---|
| TT International Limited incorporated as a private limited company. | |
| TT International Limited listed on the Main Board of the Singapore Exchange Securities Trading Limited. | |
| nTan Corporate Advisory Pte Ltd appointed as independent financial advisor to TT International Limited. | |
| Scheme of arrangement approved by the High Court. | |
| Revote ordered by the Court of Appeal. | |
| Scheme approved by the Court of Appeal. | |
| Details of the Value-Added Fee disclosed to the Scheme's Management Committee of creditors. | |
| Hearing took place. | |
| Hearing took place. | |
| Judgment issued. |
7. Legal Issues
- Assessment of Professional Fees
- Outcome: The court determined that a fair, reasonable, and adequate fee for the Plaintiff's work was $12,042,899.40.
- Category: Substantive
- Related Cases:
- [2012] 4 SLR 1182
- [2015] 5 SLR 1104
- [2004] 2 SLR(R) 264
- Value Added Fee
- Outcome: The court found that the contracted Value Added Fee formula was not shown to be fair and reasonable.
- Category: Substantive
- Related Cases:
- [2012] 4 SLR 1182
8. Remedies Sought
- Assessment of Professional Fees
- Payment of Outstanding Fees
9. Cause of Actions
- Assessment of Professional Fees
10. Practice Areas
- Corporate Restructuring
- Commercial Litigation
11. Industries
- Financial Advisory
- Consumer Electronics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal | Court of Appeal | Yes | [2012] 4 SLR 1182 | Singapore | This case established the orders pursuant to which the plaintiff seeks assessment of its professional fees. |
| The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd (nTan Corporate Advisory Pte Ltd and others, other parties) and another appeal | Court of Appeal | Yes | [2015] 5 SLR 1104 | Singapore | This case declined to set aside the decision in The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal [2012] 4 SLR 1182. |
| Re Econ Corp Ltd | High Court | Yes | [2004] 2 SLR(R) 264 | Singapore | This case laid down certain principles to be taken into account in determining the remuneration of insolvency practitioners. |
| Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd | N/A | Yes | [2006] 1 SLR(R) 927 | Singapore | Cited for the principle of sanctity of contract. |
| MAE Engineering Ltd v Fire-Stop Marketing Services Pte Ltd | N/A | Yes | [2005] 1 SLR(R) 379 | Singapore | Cited for the principle of sanctity of contract. |
| Liquidators of Dovechem Holdings Pte Ltd v Dovechem Holdings Pte Ltd (in compulsory liquidation) | N/A | Yes | [2015] 4 SLR 955 | Singapore | Cited for the principle that a successful outcome entitles the insolvency practitioner to remuneration beyond incurred time costs. |
| Kao Chai-Chau Linda v Fong Wai Lyn Carolyn | N/A | Yes | [2016] 1 SLR 21 | Singapore | Cited for the principle that a successful outcome entitles the insolvency practitioner to remuneration beyond incurred time costs. |
| Mirror Group Newspapers plc v Maxwell (No 2) | N/A | Yes | [1998] 1 BCLC 638 | United Kingdom | Cited for the principle that a successful outcome entitles the insolvency practitioner to remuneration beyond incurred time costs. |
| Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International), Singapore Branch v Motorola Electronics Pte Ltd | Court of Appeal | Yes | [2011] 2 SLR 63 | Singapore | Cited regarding the importance of including material terms in a contract. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Scheme of Arrangement
- Value-Added Fee
- Independent Financial Advisor
- Time Costs
- Assessment of Fees
- Big Box Project
- Scheme Managers
- Net Value of Debt Resolved
- Total Gross Transaction Value
15.2 Keywords
- scheme of arrangement
- insolvency
- professional fees
- corporate advisory
- TT International
- nTan Corporate Advisory
16. Subjects
- Insolvency
- Corporate Law
- Professional Fees
- Schemes of Arrangement
17. Areas of Law
- Insolvency Law
- Companies Law
- Schemes of Arrangement
- Civil Procedure