nTan Corporate Advisory Pte Ltd v TT International Ltd: Assessment of Scheme Manager's Professional Fees
nTan Corporate Advisory Pte Ltd appealed against the High Court's decision regarding the assessment of its professional fees as the independent financial advisor and scheme manager for TT International Limited, which faced financial difficulties. The Court of Appeal dismissed the appeal, holding that the principles set out 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 and Re Econ Corp Ltd [2004] 2 SLR(R) 264 provided the basis for the valuation of the fees, and there was no acceptable means for assessing the specific value attributable to the appellant.
1. Case Overview
1.1 Court
Court of Appeal of the republic of singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Insolvency
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The appeal concerns the assessment of professional fees for the scheme manager of TT International Limited. The court dismissed the appeal, upholding the lower court's assessment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| nTan Corporate Advisory Pte Ltd | Appellant | Corporation | Appeal Dismissed | Lost | Peh Aik Hin, Jasmine Tham, Chia Su Min, Rebecca |
| TT International Limited | Respondent | Corporation | Judgment for Respondent | Won | Ong Pei Chin, Chong Wan Yee Monica |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Andrew Phang Boon Leong | Judge of Appeal | No |
| Steven Chong | Judge of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Peh Aik Hin | Allen & Gledhill LLP |
| Jasmine Tham | Allen & Gledhill LLP |
| Chia Su Min, Rebecca | Allen & Gledhill LLP |
| Ong Pei Chin | WongPartnership LLP |
| Chong Wan Yee Monica | WongPartnership LLP |
4. Facts
- TT International Limited faced financial difficulties after the 2008 global financial crisis.
- nTan Corporate Advisory Pte Ltd was engaged as the independent financial advisor.
- Three of nTan's personnel were appointed as scheme managers.
- The creditors were not fully aware of the contractually-agreed remuneration of nTan.
- The court directed the parties to agree on the proper amount of professional fees.
- The High Court awarded nTan a total professional fee of $12,042,899.40.
5. Formal Citations
- nTan Corporate Advisory Pte Ltd v TT International Ltd, Civil Appeal No 218 of 2017, [2018] SGCA 69
6. Timeline
| Date | Event |
|---|---|
| Global financial crisis began | |
| nTan Corporate Advisory Pte Ltd engaged as independent financial advisor | |
| Time costs claimed for the period | |
| Time costs claimed for the period | |
| Scheme approved by the court | |
| Time costs claimed for the period | |
| The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appeal decision issued | |
| nTan Corporate Advisory Pte Ltd applied to set aside the VAF Decision | |
| 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 decision issued | |
| nTan Corporate Advisory Pte Ltd v TT International Limited decision issued | |
| Civil Appeal No 218 of 2017 filed | |
| Judgment delivered |
7. Legal Issues
- Assessment of Professional Fees
- Outcome: The court held that the assessment of fees should be based on the principles in Re Econ Corp Ltd, considering the value contributed by the appellant.
- Category: Substantive
- Related Cases:
- [2012] 4 SLR 1182
- [2004] 2 SLR(R) 264
8. Remedies Sought
- Assessment of professional fees
- Setting aside of VAF Decision
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency
- Corporate Restructuring
11. Industries
- No industries specified
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 | Cited for the material non-disclosure of the contractually-agreed remuneration of the appellant to the creditors of the respondent company. |
| 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 | Cited to confirm that the VAF Decision is final and binding. |
| Re Econ Corp Ltd | N/A | Yes | [2004] 2 SLR(R) 264 | Singapore | Cited for the principles applicable to scheme managers in arriving at the quantum of fees reasonably due. |
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
- Independent Financial Advisor
- Scheme Manager
- Value-Added Fee
- Professional Fees
- Remuneration
- Creditors Committee
15.2 Keywords
- scheme of arrangement
- insolvency
- professional fees
- financial advisor
- scheme manager
16. Subjects
- Insolvency
- Schemes of Arrangement
- Professional Fees
17. Areas of Law
- Schemes of Arrangement
- Company Law
- Insolvency Law