Foo Peow Yong Douglas v ERC Prime II Pte Ltd: Winding Up Application Dismissed

Mr. Douglas Foo Peow Yong applied to the High Court of Singapore to wind up ERC Prime II Pte Ltd, arguing that the company's directors acted in their own interests and that it was just and equitable to do so. Chua Lee Ming J dismissed the application on 19 September 2017, finding no pressing reason to wind up the company before a dispute over an escrow sum was resolved. Douglas Foo has appealed against this decision.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Application dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Application to wind up ERC Prime II dismissed. The court found no pressing reason to wind up the company before the dispute over an escrow sum was resolved.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Douglas Foo Peow YongPlaintiff, AppellantIndividualApplication dismissedLost
ERC Prime II Pte LtdDefendantCorporationApplication dismissedWon
Ainon binte IsmailOtherIndividualCosts awardedNeutral
Tan Tek Seng KelvinOtherIndividualCosts awardedNeutral

3. Judges

Judge NameTitleDelivered Judgment
Chua Lee MingJudgeYes

4. Counsels

Counsel NameOrganization
Ong Pei ChinWongPartnership LLP
Chen Jie’An JaredWongPartnership LLP
Huang MeizhenWongPartnership LLP
MargaretWongPartnership LLP
Vikram NairRajah & Tann Singapore LLP
Foo Xian FongRajah & Tann Singapore LLP
S SureshEversheds Harry Elias LLP
Farrah IsaacEversheds Harry Elias LLP

4. Facts

  1. Douglas Foo applied to wind up ERC Prime II Pte Ltd.
  2. The company was set up as a special purpose vehicle for the Big Hotel Project.
  3. The Big Hotel property was sold in 2015.
  4. A dispute exists over the distribution of an Escrow Sum related to the sale.
  5. Douglas Foo cited concerns about the directors' management of the company's affairs.
  6. The company has no objections to being wound up after the dispute over the Escrow Sum is resolved.

5. Formal Citations

  1. Foo Peow Yong Douglas v ERC Prime II Pte Ltd, Companies Winding Up No 143 of 2017, [2017] SGHC 299

6. Timeline

DateEvent
Company incorporated for purposes of the Big Hotel Project
Shareholders’ Agreement dated
Sale of Big Hotel property completed
Application dismissed
Judgment Date

7. Legal Issues

  1. Winding up of a company
    • Outcome: The court dismissed the application to wind up the company.
    • Category: Substantive
    • Sub-Issues:
      • Loss of substratum
      • Loss of confidence in directors
    • Related Cases:
      • [1992] 1 SLR(R) 870
      • [1993] 2 SLR(R) 685
      • [2008] 4 SLR(R) 348

8. Remedies Sought

  1. Winding up order

9. Cause of Actions

  • Winding up

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chua Kien How v Goodwealth Trading Pte Ltd and anotherHigh CourtYes[1992] 1 SLR(R) 870SingaporeCited for the principle that a company’s substratum is lost if its main objects can no longer be achieved.
Chong Choon Chai and another v Tan Gee Cheng and anotherHigh CourtYes[1993] 2 SLR(R) 685SingaporeCited for the principle that loss of confidence in directors can justify winding up on just and equitable grounds.
Sakae Holdings Ltd v Gryphon Real Estate Investment Corporation Pte Ltd and othersHigh CourtYes[2017] SGHC 73SingaporeCited as another legal proceeding related to the Big Hotel Project and Bugis Cube Project.
Lai Shit Har and another v Lau Yu ManCourt of AppealYes[2008] 4 SLR(R) 348SingaporeCited for the principle that the court retains discretion to consider all relevant factors before deciding whether to wind up a company.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding up
  • Special purpose vehicle
  • Escrow Sum
  • Substratum
  • Loss of confidence
  • Shareholders’ Agreement

15.2 Keywords

  • Winding up
  • Company
  • ERC Prime II
  • Douglas Foo
  • Singapore
  • High Court
  • Escrow Sum
  • Shareholders
  • Directors

17. Areas of Law

Area NameRelevance Score
Winding Up95
Company Law70
Minority Oppression60
Commercial Disputes30
Shareholders Agreement25

16. Subjects

  • Company Law
  • Insolvency