Taylor v Sinfeng Marine: Leave to Appeal Disclosure Orders Under Companies Act
Joshua James Taylor and Yit Chee Wah, liquidators of Coastal Oil Singapore Pte Ltd, applied for disclosure orders against Sinfeng Marine Services Pte Ltd, Costank (S) Pte Ltd, and Cosco Petroleum Pte Ltd under Section 285 of the Companies Act. The High Court declared that leave to appeal the orders was not required, but granted leave in the alternative, and declined a stay of execution subject to undertakings. The court reasoned that the orders were not interlocutory in nature in the context of a creditors’ voluntary winding-up.
1. Case Overview
1.1 Court
High Court1.2 Outcome
The court declared that the respective defendants do not require leave to appeal against the Orders. In the alternative, if leave is required, the court granted such leave to appeal. The court declined to grant a stay of execution of the Orders pending the disposal of any renewed application to the Court of Appeal, subject to undertakings furnished by the plaintiffs.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Liquidators sought disclosure orders. The court held leave to appeal was not required, but granted it anyway, declining a stay of execution.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Joshua James Taylor | Plaintiff | Individual | Orders granted in favour of the plaintiffs | Partial | Sim Kwan Kiat, Ang Wei Kiat, Chow Jie Ying |
| Yit Chee Wah | Plaintiff | Individual | Orders granted in favour of the plaintiffs | Partial | Sim Kwan Kiat, Ang Wei Kiat, Chow Jie Ying |
| Sinfeng Marine Services Pte Ltd | Defendant | Corporation | Orders for disclosure granted against the defendant | Lost | Tan Poh Ling Wendy, Carl Lim Kok Wee |
| Costank (S) Pte Ltd | Defendant | Corporation | Orders for disclosure granted against the defendant | Lost | Benny Jude Philomen, Mary-Anne Shu-Hui Chua |
| Cosco Petroleum Pte Ltd | Defendant | Corporation | Orders for disclosure granted against the defendant | Lost | Tan Poh Ling Wendy, Carl Lim Kok Wee |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vincent Hoong | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Sim Kwan Kiat | Rajah & Tann Singapore LLP |
| Ang Wei Kiat | Rajah & Tann Singapore LLP |
| Chow Jie Ying | Rajah & Tann Singapore LLP |
| Tan Poh Ling Wendy | Morgan Lewis Stamford LLC |
| Carl Lim Kok Wee | Morgan Lewis Stamford LLC |
| Benny Jude Philomen | Joseph Tan Jude Benny LLP |
| Mary-Anne Shu-Hui Chua | Joseph Tan Jude Benny LLP |
4. Facts
- Joshua James Taylor and Yit Chee Wah are the liquidators of Coastal Oil Singapore Pte Ltd.
- Coastal Oil Singapore Pte Ltd is undergoing creditors’ voluntary winding-up.
- The liquidators applied for disclosure orders against Sinfeng Marine Services Pte Ltd, Costank (S) Pte Ltd, and Cosco Petroleum Pte Ltd under Section 285 of the Companies Act.
- The defendants sought a declaration that they did not require leave to appeal against the disclosure orders.
- The defendants alternatively sought leave to appeal against the disclosure orders.
- The defendants sought a stay of execution of the disclosure orders pending the disposal of any renewed application to the Court of Appeal.
- The plaintiffs undertook not to disseminate the documents disclosed pursuant to the Orders to any third parties without the court’s approval, pending the appeal.
5. Formal Citations
- Taylor, Joshua James and another v Sinfeng Marine Services Pte Ltd and other matters, , [2019] SGHC 248
6. Timeline
| Date | Event |
|---|---|
| Plaintiffs appointed liquidators of Coastal Oil Singapore Pte Ltd | |
| Joshua James Taylor's affidavit filed | |
| Defendants' Skeletal Submissions filed | |
| Hearing | |
| Hearing | |
| Hearing | |
| Plaintiffs' Letter dated | |
| Letter dated | |
| Hearing | |
| Judgment reserved |
7. Legal Issues
- Leave to Appeal
- Outcome: The court declared that leave to appeal was not required, but granted it in the alternative.
- Category: Procedural
- Sub-Issues:
- Interlocutory application
- Stay of execution pending appeal
- Disclosure Orders
- Outcome: The court granted disclosure orders against the defendants.
- Category: Substantive
8. Remedies Sought
- Declaration that leave to appeal is not required
- Leave to appeal
- Stay of execution
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Liquidation
- Appeals
- Disclosure Orders
11. Industries
- Oil and Gas
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| PricewaterhouseCoopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation) | Court of Appeal | Yes | [2015] 3 SLR 665 | Singapore | Cited for the principle that a disclosure order made under Section 285 of the Companies Act is an interlocutory order. |
| Dorsey James Michael v World Sport Group Pte Ltd | Court of Appeal | Yes | [2013] 3 SLR 354 | Singapore | Cited to support the argument that an application to administer pre-action interrogatories is not an interlocutory application. |
| Hengwell Development Pte Ltd v Thing Chiang Ching | N/A | Yes | [2003] 3 SLR(R) 84 | Singapore | Cited for the distinction between an originating summons and a summons in chambers. |
| Lee Kuan Yew v Tang Liang Hong and another | N/A | Yes | [1997] 2 SLR(R) 862 | Singapore | Cited for the principle that leave to appeal should be granted if there is a question of importance upon which further argument and a decision of a higher tribunal would be to the public advantage. |
| Naseer Ahmad Akhtar v Suresh Agarwal and another | N/A | Yes | [2015] 5 SLR 1032 | Singapore | Cited for the principle that a stay will only be granted where special circumstances can be shown. |
| Lee Kuan Yew v Jeyaretnam Joshua Benjamin | N/A | Yes | [1990] 1 SLR(R) 772 | Singapore | Cited for the principle that a stay will only be granted where special circumstances can be shown. |
| Lee Sian Hee (trading as Lee Sian Hee Pork Trader) v Oh Kheng Soon (trading as Ban Hon Trading Enterprise) | N/A | Yes | [1991] 2 SLR(R) 869 | Singapore | Cited for the principle that the court ought also to ensure that the appeal, if successful, is not rendered nugatory. |
| Akai Holdings Ltd (in Compulsory Liq) & others v Ho Wing On Christopher & others | N/A | Yes | [2009] HKCU 542 | Hong Kong | Cited for the principle that a stay of execution of a disclosure order should be declined if the information will be received by a limited number of persons and the liquidators have provided a sufficient undertaking. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50) | Singapore |
| Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Creditors’ voluntary winding-up
- Disclosure orders
- Leave to appeal
- Stay of execution
- Interlocutory application
- Section 285 of the Companies Act
15.2 Keywords
- Insolvency
- Winding-up
- Disclosure
- Appeal
- Companies Act
- Liquidators
16. Subjects
- Insolvency
- Civil Procedure
- Company Law
17. Areas of Law
- Insolvency Law
- Civil Procedure
- Company Law