Sinfeng Marine v Taylor: Winding Up, Creditors' Liquidators & Examination Orders
Sinfeng Marine Services Pte Ltd, Cosco Petroleum Pte Ltd, and Costank (S) Pte Ltd appealed against orders for document production sought by Joshua James Taylor and Yit Chee Wah, the liquidators of Coastal Oil Singapore Pte Ltd, which was undergoing creditors’ voluntary winding up. The Court of Appeal of the Republic of Singapore, on 9 October 2020, allowed the appeals, setting aside the Production Orders, holding that the liquidators could not invoke the court’s statutory powers of examination without first making an application under s 310(1)(b) of the Companies Act.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeals allowed and Production Orders set aside.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding orders for document production in a creditors' voluntary winding up. The court examined the scope of statutory powers.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sinfeng Marine Services Pte Ltd | Appellant, Respondent | Corporation | Appeal Allowed | Won | |
| Joshua James Taylor | Respondent, Applicant | Individual | Appeal Dismissed | Lost | |
| Yit Chee Wah | Respondent, Applicant | Individual | Appeal Dismissed | Lost | |
| Cosco Petroleum Pte Ltd | Appellant, Respondent | Corporation | Appeal Allowed | Won | |
| Costank (S) Pte Ltd | Appellant, Respondent | Corporation | Appeal Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tay Yong Kwang | Judge of Appeal | No |
| Belinda Ang Saw Ean | Judge | Yes |
| Woo Bih Li | Judge | No |
4. Counsels
4. Facts
- Coastal Oil Singapore Pte Ltd was placed in creditors’ voluntary winding up on 13 December 2018.
- The respondents are the current joint and several liquidators of Coastal Oil Singapore Pte Ltd.
- The appellants seek a discharge of the orders for the production of documents made against each of them.
- Mr Tan, a director of Coastal Oil Singapore Pte Ltd, admitted to preparing fraudulent documents for trades carried out by the Company.
- Cosco (HK) issued a public announcement stating that documents in relation to assigned receivables were not genuine.
- The respondents learned of tripartite trading loops involving entities such as Sinfeng/Cosco, Coastal Oil, and Yasa/Mewah.
- The appellants refused the respondents’ requests for records and documents in relation to its trading relationship.
5. Formal Citations
- Sinfeng Marine Services Pte Ltd v Taylor, Joshua James and another and other appeals, , [2020] SGCA 96
- Sinfeng Marine Services Pte Ltd v Joshua James Taylor, Civil Appeal No 188 of 2019, Civil Appeal No 188 of 2019
- Joshua James Taylor v Sinfeng Marine Services Pte Ltd, Originating Summons No 419 of 2019, Originating Summons No 419 of 2019
- Cosco Petroleum Pte Ltd v Joshua James Taylor, Civil Appeal No 189 of 2019, Civil Appeal No 189 of 2019
- Joshua James Taylor v Cosco Petroleum Pte Ltd, Originating Summons No 421 of 2019, Originating Summons No 421 of 2019
- Costank (S) Pte Ltd v Joshua James Taylor, Civil Appeal No 190 of 2019, Civil Appeal No 190 of 2019
- Joshua James Taylor v Costank (S) Pte Ltd, Originating Summons No 420 of 2019, Originating Summons No 420 of 2019
- Not Available, CA/SUM 37/2020, CA/SUM 37/2020
- Not Available, CA/SUM 38/2020, CA/SUM 38/2020
- Not Available, CA/SUM 39/2020, CA/SUM 39/2020
- Not Available, Originating Summons No 562 of 2019, Originating Summons No 562 of 2019
- Not Available, Originating Summons No 411 of 2019, Originating Summons No 411 of 2019
6. Timeline
| Date | Event |
|---|---|
| Company incorporated in Singapore | |
| Coastal Oil Singapore Pte Ltd placed in creditors’ voluntary winding up | |
| Mr Abuthahir Abdul Gafoor appointed as provisional liquidator | |
| Mr Andrew Grimmett and Mr Lim Loo Khoon appointed joint and several liquidators | |
| Creditors’ meeting where Mr Tan admitted to preparing fraudulent documents | |
| Cosco (HK) issued a public announcement on the Hong Kong Stock Exchange | |
| Creditors’ meeting convened to approve a change in liquidators | |
| Sinfeng provided documentation | |
| Respondents requested appellants’ records and documents | |
| Respondents filed the s 285 applications | |
| High Court judge ordered production of Third Party Documents | |
| Respondents applied for leave to adduce statutory declarations | |
| Respondents granted leave to adduce both statutory declarations | |
| Judgment reserved | |
| Insolvency, Restructuring and Dissolution Act 2018 came into operation | |
| Judgment delivered |
7. Legal Issues
- Statutory Power of Court in Creditors' Voluntary Winding Up
- Outcome: The court held that a liquidator in a creditors' voluntary winding up cannot invoke the court’s statutory powers of examination under s 285 without first making an application under s 310(1)(b).
- Category: Jurisdictional
- Sub-Issues:
- Extension of court's power under s 285 to a creditors’ voluntary winding up
- Requirement of application under s 310(1)(b) of the Companies Act
- Reasonableness and Oppressiveness of Production Orders
- Outcome: The court found that the Third Party Documents sought were not reasonably required and that the scope of the Production Orders may have been oppressive.
- Category: Substantive
- Sub-Issues:
- Necessity of Third Party Documents
- Onerous burden on appellants
8. Remedies Sought
- Discharge of orders for production of documents
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Winding Up
- Liquidation
- Commercial Litigation
11. Industries
- Shipping
- Oil and Gas
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ang Chek Chin v ANS Import & Export Pte Ltd (formerly known as Ang Ngee Seng Import & Export Pte Ltd) | High Court | Yes | [2020] SGHC 177 | Singapore | Cited for legislative history of section 285 of the Companies Act. |
| Petroships Investment Pte Ltd v Wealthplus Pte Ltd (in members’ voluntary liquidation) (Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd and another, interveners) and another matter | High Court | Yes | [2018] 3 SLR 687 | Singapore | Cited regarding the bearing of modes of liquidation on the powers of liquidators. |
| In re Phoenix Oil and Transport Co Ltd (No. 2) | Chancery Division | Yes | [1958] Ch 565 | England | Cited for the policy distinction between voluntary and compulsory liquidations. |
| Re James McHale Automobiles Ltd | Not Available | Yes | [1997] 1 BCLC 273 | England | Cited for the court's powers of examination under the Companies Act 1948 (c 38) (UK). |
| Saraceni v Jones (as rec and mgr of Newport Securites Pty Ltd and as agent of the Mortgagee in Possession of 3517 Road, Wilyabrup) and others | Supreme Court of Western Australia | Yes | [2012] 287 ALR 551 | Australia | Cited regarding the court's powers of examination in a voluntary liquidation. |
| Palmer, in the matter of Queensland Nickel Pty Ltd (In Liq) v Parbery, in his capacity as Liquidator of Queensland Nickel Pty Ltd (in Liq) | Federal Court of Australia | Yes | [2016] FCA 1048 | Australia | Cited regarding the proper conferment of powers of examination upon a court in a voluntary liquidation. |
| Handberg (in his capacity as liquidator of S & D International Pty Ltd (in liq) and Another v MIG Property Services Pty Ltd and Others | Not Available | Yes | [2010] 79 ACSR 373 | Australia | Cited regarding the legislative scheme to reduce the work of the court in voluntary winding up proceedings. |
| In Re Rolls Razor Ltd (No. 2) | Not Available | Yes | [1970] Ch 576 | England | Discusses an ex parte application by creditors-appointed liquidators for an order under s 268 of the 1948 UKCA to investigate certain transactions. |
| Re Norton Warburg Holdings Ltd and Norton Warburg Investment Management Ltd | Not Available | Yes | [1983] BCLC 235 | England | Explains that s 307 was the enabling provision, the gateway to an application for an examination under s 268 in a voluntary winding up. |
| Interocean Holdings Group (BVI) Ltd v Zi-Techasia (Singapore) Pte Ltd (in liquidation) | High Court | Yes | [2014] 2 SLR 485 | Singapore | Discusses the application of s 279 in a voluntary winding up due to s 310. |
| Liquidator of W&P Piling Pte Ltd v Chew Yin What and others | Not Available | Yes | [2004] 3 SLR(R) 164 | Singapore | Cited regarding the power conferred on the court to exercise in the course of the compulsory winding up of a company. |
| PricewaterhouseCoopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation) | Not Available | Yes | [2015] 3 SLR 665 | Singapore | Cited regarding the power conferred on the court to exercise in the course of the compulsory winding up of a company. |
| In re North Australian Territory Company | Court of Appeal | Yes | (1890) 45 Ch D 87 | England | Cited regarding the discretion of the court to summon any officer or any other person. |
| United Overseas Bank Ltd v Bombay Talkies (S) Pte Ltd | High Court | Yes | [2015] SGHC 142 | Singapore | Cited as an example of a formal defect and procedural irregularity that was remedied under s 392(2) of the CA and r 191(1) of the CWU Rules. |
| Pan-Asian Services Pte Ltd v European Asian Bank AG | Not Available | Yes | [1987] SLR(R) 6 | Singapore | Cited as an example of an irregularity that could not be remedied due to the serious consequences of founding a petition on the deeming provision. |
| Taylor, Joshua James and another v Sinfeng Marine Services Pte Ltd and other matters | High Court | Yes | [2019] SGHC 248 | Singapore | Reference to the respondents’ undertakings given during the hearing of the appellants’ application to stay execution of the Production Orders. |
| Dean-Willocks v Soluble Solution Hydroponics Pty Ltd | Supreme Court of New South Wales | Yes | [1997] 42 NSWLR 209 | Australia | Cited regarding the overriding consideration of whether the proposed course of action is of advantage to the winding up of the company. |
| Re Lion City Holdings Pte Ltd | Not Available | Yes | [2003] 3 SLR(R) 493 | Singapore | Cited regarding challenging a claim of ignorance as to the Company’s affairs. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal | Not Available | Yes | [2018] 2 SLR 655 | Singapore | Cited regarding the elements required to sustain a claim in unlawful means conspiracy. |
| BNY Corporate Trustee Services Ltd v Celestial Nutrifoods Ltd | High Court | Yes | [2014] 4 SLR 331 | Singapore | Cited regarding an order for discovery without examination allows the liquidator to first consider whether his questions are adequately answered, before making a further application to court for an oral examination. |
| Lin Jian Wei v Lim Eng Hock Peter | Not Available | Yes | [2011] 3 SLR 1052 | Singapore | Cited regarding the burden to show that manpower and legal costs would be incurred and were demonstrably reasonable, necessary and proportionate. |
13. Applicable Rules
| Rule Name |
|---|
| Companies (Winding Up) Rules (Cap 50, R 1, 2006 Rev Ed) r 191(1) |
| Companies (Winding Up) Rules (Cap 50, R 1, 2006 Rev Ed) r 1(2) |
| Companies (Winding Up) Rules (Cap 50, R 1, 2006 Rev Ed) r 2 |
| Companies (Winding Up) Rules (Cap 50, R 1, 2006 Rev Ed) rr 49, 52, 55, 56 and 57 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 285 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 310 | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 305 | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 ss 526(1)(h) and 526(8) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 291(6) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 392 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Creditors’ voluntary winding up
- Production Orders
- Section 285
- Section 310
- Third Party Documents
- Trading loops
- Fraudulent documents
- Liquidators
- Examination of persons
- Statutory power
15.2 Keywords
- Winding up
- Creditors
- Liquidators
- Examination
- Companies Act
- Production of documents
- Statutory power
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Insolvency Law | 90 |
| Company Law | 50 |
| Civil Procedure | 30 |
| Costs | 20 |
16. Subjects
- Insolvency
- Winding Up
- Civil Procedure