BNP Paribas v Jacob Agam: Application for Substitution of Plaintiff Post-Merger
In a case before the Singapore International Commercial Court, BNP Paribas SA applied to be substituted as plaintiff in place of BNP Paribas Wealth Management following a merger. The defendants, Jacob Agam and Ruth Agam, opposed the application, arguing that the transfer of assets and liabilities was not properly executed under Singapore law. The court, consisting of Steven Chong J, Roger Giles IJ, and Dominique Hascher IJ, granted the application, allowing BNP Paribas SA to be substituted as plaintiff and ordering the defendants to bear 80% of the application costs. The original claim involved approximately €30m sought from the defendants as guarantors of obligations of two companies.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Application granted for BNP Paribas SA to be substituted as plaintiff.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court granted BNP Paribas SA's application to be substituted as plaintiff after merging with BNP Paribas Wealth Management, rejecting defendants' opposition.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| BNP Paribas SA | Plaintiff | Corporation | Substitution of Plaintiff | Won | |
| Jacob Agam | Defendant | Individual | Application for Substitution Granted | Lost | |
| Ruth Agam | Defendant | Individual | Application for Substitution Granted | Lost | |
| BNP Paribas Wealth Management | Plaintiff | Corporation | Substitution of Plaintiff | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Judge | No |
| Roger Giles | International Judge | Yes |
| Dominique Hascher | International Judge | No |
4. Counsels
4. Facts
- BNP Paribas Wealth Management (BNPWM) was a private bank and a wholly-owned subsidiary of BNP Paribas SA (BNPSA).
- BNPWM provided banking and investment services to its customers through a Singapore branch.
- In 2010, BNPWM advanced approximately €61.7m to companies owned by the defendants.
- The loans were secured by personal guarantees from the defendants.
- BNPWM brought proceedings against the defendants in Singapore, claiming approximately €30m as guarantors.
- BNPWM and BNPSA underwent a merger in France, with BNPSA absorbing BNPWM.
- BNPSA applied to be substituted as plaintiff in place of BNPWM in the Singapore proceedings.
5. Formal Citations
- BNP Paribas Wealth Management v Jacob Agam and another, Suit No 2 of 2016(Summons No 24 of 2016), [2017] SGHC(I) 2
- BNP Paribas Wealth Management v Jacob Agam and another, , [2016] SGHC(I) 5
6. Timeline
| Date | Event |
|---|---|
| BNP Paribas Wealth Management advanced approximately €61.7m in loans. | |
| Loans matured and were not fully repaid. | |
| BNP Paribas Wealth Management brought proceedings against the defendants. | |
| Proceedings transferred to the Singapore International Commercial Court. | |
| BNPSA and BNPWM executed a merger agreement. | |
| Closing date of the merger. | |
| BNPWM’s Singapore branch surrendered its banking licence in Singapore. | |
| Declaration of conformity filed with the Commercial and Companies Registry of Paris. | |
| BNPWM was struck off upon merger absorption by BNPSA. | |
| BNPSA filed application to be substituted as plaintiff. | |
| Hearing date. | |
| Hearing date. | |
| Judgment reserved. |
7. Legal Issues
- Substitution of Plaintiff
- Outcome: The court granted the application for substitution, holding that the merger was effective and the transfer of assets and liabilities was valid.
- Category: Procedural
- Sub-Issues:
- Effect of merger on pending legal proceedings
- Validity of transfer of assets and liabilities
- Application of subrogation principles
- Interpretation of Banking Act
- Outcome: The court held that s 55B(2) of the Banking Act applied, and court approval was not necessary for the transfer of business under foreign law.
- Category: Statutory Interpretation
- Sub-Issues:
- Scope of voluntary transfer provisions
- Application of foreign law
- Interaction between different sections of the Act
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Guarantee
10. Practice Areas
- Commercial Litigation
- Banking
- Corporate Law
11. Industries
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| BNP Paribas Wealth Management v Jacob Agam and another | Singapore High Court | Yes | [2016] SGHC(I) 5 | Singapore | Cited for the dismissal of the defendants’ application to stay the proceedings in favor of France. |
| Toprak Enerji Sanayi AS v Sale Tilney Technology plc | N/A | Yes | [1994] 1 WLR 840 | N/A | Cited to support the point that succession to the assets and liabilities of BNPWM, if effective, would have preserved the cause of action and substitution of plaintiff would be available. |
| MH Smith Ltd (Plant Hire) Ltd v DL Mainwaring (T/A Inshore) | N/A | Yes | [1986] 2 Lloyd’s Rep 244 | N/A | Cited by the defendants to argue that BNPSA could only sue in the name of BNPWM, but BNPWM no longer existed, so there was no entity in whose name BNPSA could sue. |
| Shaker v Mohammed Al-Bedrawi and others | N/A | Yes | [2002] EWCA Civ 1452 | N/A | Cited regarding the principle that in the absence of evidence of French law it should be taken to be the same as Singapore law. |
| JX Holdings Inc and another v Singapore Airlines Ltd | N/A | Yes | [2016] 5 SLR 988 | N/A | Cited for the court's recognition, out of international comity, of the transfer of assets and liabilities of a foreign corporation through a process of universal transfer under its law of incorporation. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 332, R 5, 2014 Rev Ed) O 15 r 7(2) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Banking Act (Cap 19, 2008 Rev Ed) s 55B | Singapore |
| Interpretation Act (Cap 1, 1997 Rev Ed) s 2(1) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Merger
- Substitution
- Universal Transfer
- Subrogation
- Banking Act
- French Commercial Code
- Guarantor
- Banking Licence
15.2 Keywords
- merger
- substitution
- plaintiff
- banking
- Singapore
- BNP Paribas
- Jacob Agam
- Ruth Agam
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Civil Practice | 75 |
| Civil Procedure | 75 |
| Company Law | 30 |
| Banking and Finance | 25 |
| Mergers and Acquisitions | 15 |
| Corporate Law | 10 |
| Commercial Real Estate | 10 |
16. Subjects
- Civil Procedure
- Banking
- Corporate Law
- Mergers and Acquisitions