Sun Electric v Menrva Solutions: Mareva Injunction & Disclosure Orders
In Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another, the Singapore High Court addressed an application by Menrva Solutions Pte Ltd and Mr. Chan Lap Fung Bernard for a Mareva injunction and disclosure orders against Sun Electric Power Pte Ltd, Sun Electric Pte Ltd, Sun Electric (Singapore) Pte Ltd, Sun Electric Energy Assets Pte Ltd, Sun Electric Digital Stream Ltd, and Mr. Matthew Peloso, in relation to a breach of contract claim and counterclaim. The court granted the disclosure orders, emphasizing the need for flexibility in Mareva relief to address asset dissipation schemes.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Disclosure Orders granted.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case concerning a Mareva injunction and ancillary disclosure orders in a breach of contract dispute. The court granted the disclosure orders.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Matthew Peloso | Defendant in Counterclaim | Individual | Disclosure Orders granted | Lost | |
| Sun Electric Pte Ltd | Plaintiff, Defendant in Counterclaim | Corporation | Disclosure Orders granted | Lost | |
| Sun Electric Power Pte Ltd | Plaintiff | Corporation | Disclosure Orders granted | Lost | |
| Menrva Solutions Pte Ltd | Defendant, Plaintiff in Counterclaim | Corporation | Disclosure Orders granted | Won | |
| Chan Lap Fung Bernard | Defendant | Individual | Disclosure Orders granted | Won | |
| Sun Electric (Singapore) Pte Ltd | Defendant in Counterclaim | Corporation | Disclosure Orders granted | Lost | |
| Sun Electric Energy Assets Pte Ltd | Defendant in Counterclaim | Corporation | Disclosure Orders granted | Lost | |
| Sun Electric Digital Stream Ltd | Defendant in Counterclaim | Corporation | Disclosure Orders granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Dedar Singh Gill | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Menrva counterclaimed against SEPL for fees owed under a consultancy agreement.
- The Energy Market Authority of Singapore established the Enhanced Forward Sales Contract Scheme.
- SEPL was accepted as a participant in the Scheme.
- SEPL engaged Menrva as a consultant pursuant to the consultancy agreement.
- SEPPL had entered into an agreement with RCMA as part of the Scheme.
- RCMA commenced Suit 191 of 2018 to recover its share of the FSC Payments under the agreement.
- RCMA obtained the RCMA injunction on 26 February 2018.
5. Formal Citations
- Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another, Suit No 200 of 2016 (Summons Nos 4280 of 2019 and 5557 of 2019), [2020] SGHC 18
6. Timeline
| Date | Event |
|---|---|
| Sun Electric Power Pte Ltd incorporated | |
| Sun Electric Pte Ltd incorporated | |
| Sun Electric Energy Assets Pte Ltd incorporated | |
| Sun Electric (Singapore) Pte Ltd founded as Sun Electric Pte Ltd’s subsidiary | |
| Suit No 200 of 2016 filed | |
| RCMA Asia Pte Ltd obtained the RCMA injunction | |
| S$1,500,000 was withdrawn from the OCBC Account | |
| Money was taken out of the OCBC Account | |
| SEPPL sent a letter to Kashish | |
| Money was taken out of the OCBC Account | |
| Kashish commenced proceedings in Singapore against SEPPL for the sum of $6,995,755.78 in Suit 74 of 2019 | |
| Mr Peloso met with Mr Arpan Saha, Kashish’s Account Manager | |
| Kashish applied to garnish the DBS Account in HC/SUM 767/2019 | |
| A copy of the garnishee order was served on SEPPL | |
| Applicants were informed of the judicial management proceedings | |
| Andrew Ang SJ granted a Mareva injunction and various disclosure orders on an ex parte basis | |
| Tan Lee Meng SJ ordered that compliance with the disclosure orders be put on hold until the disposal of the inter partes hearing | |
| Inter partes hearing | |
| Hearing | |
| Order of Court | |
| Hearing | |
| Terms of the Mareva injunction were finalised | |
| Hearing of oral closing submissions was fixed | |
| Disclosure Orders granted | |
| Hearing fixed for Summons No 5537 of 2019 | |
| Hearing | |
| Judgment Date | |
| Summons No 5537 of 2019 seeking leave to appeal against my decision on 22 October 2019 was filed |
7. Legal Issues
- Mareva Injunction
- Outcome: The court granted the Mareva injunction.
- Category: Procedural
- Sub-Issues:
- Risk of asset dissipation
- Good arguable case
- Disclosure Orders
- Outcome: The court granted the Disclosure Orders.
- Category: Procedural
- Sub-Issues:
- Scope of disclosure
- Compliance with practice directions
8. Remedies Sought
- Mareva Injunction
- Disclosure Orders
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Injunctions
11. Industries
- Energy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal | Court of Appeal | Yes | [2015] 5 SLR 558 | Singapore | Cited for the principle that to obtain Mareva relief, a plaintiff must establish a good arguable case on the merits and a real risk that the defendant will dissipate its assets to frustrate the enforcement of an anticipated judgment of the court. |
| Teo Siew Har v Lee Kuan Yew | N/A | Yes | [1999] 3 SLR(R) 410 | Singapore | Cited for the principle that in an application for a Mareva injunction against a third party to the suit, the applicant must show a “good arguable” case that a third party is holding assets that belong to the defendant. |
| Goh Chan Peng and others v Beyonics Technology Ltd and another and another appeal | Court of Appeal | Yes | [2017] 2 SLR 592 | Singapore | Cited to show that the single economic entity doctrine was not relied on. |
| TSB Private Bank International SA v Chabra and another | N/A | Yes | [1992] 1 WLR 231 | N/A | Cited for the four important points made by Justice Mummery in the ground breaking decision. |
| Petromar Energy Resources Pte Ltd v Glencore International AG | Court of Appeal | Yes | [1999] 1 SLR(R) 1152 | Singapore | Cited for setting out the purpose of disclosure orders. |
| Sea Trucks Offshore Ltd and others v Roomans, Jacobus Johannes and others | N/A | Yes | [2019] 3 SLR 836 | Singapore | Cited for setting out several important principles in relation to ancillary disclosure obligations. |
| Wallace Kevin James v Merrill Lynch International Bank Ltd | N/A | Yes | [1998] 1 SLR (R) 61 | Singapore | Cited as an example of a case where disclosure orders went further than requiring the defendant to disclose all its assets that the court has found such obligations to be overly onerous. |
| Hitachi Leasing (Singapore) Pte Ltd v Vincent Ambrose and another | N/A | Yes | [2001] 1 SLR(R) 762 | Singapore | Cited for the two conditions for the issue of a post-judgment Mareva injunction. |
| The State-Owned Company Yugoimport SDPR (also known as Jugoimport-SDPR) v Westacre Investments Inc and other appeals | Court of Appeal | Yes | [2016] 5 SLR 372 | Singapore | Cited Hitachi Leasing with approval. |
| Gidrxslme Shipping Co Ltd v Tantomar-Transportes Marittimos Lda | N/A | Yes | [1995] 1 WLR 299 | N/A | Cited for the principle that a post-arbitral award Mareva injunction could be made as an aid to execution on the basis that there was a real risk that the party against whom the award had been made may dispose of its assets to avoid execution. |
| Astro Nusantara International BV and others v PT Ayunda Prima Mitra and others and another matter | N/A | Yes | [2016] 2 SLR 737 | Singapore | Cited Gidrxslme Shipping. |
| Vitol SA v Capri Marine Limited and others | N/A | Yes | [2010] EWHC 458 (Comm) | N/A | Cited for elaborating on the purpose of post-judgment disclosure orders. |
| R1 International Pte Ltd v Lonstroff AG | N/A | Yes | [2014] 3 SLR 166 | Singapore | Cited for the language of s 4(10) of the Civil Law Act is very similar to that of s 37 of the Senior Courts Act 1981. |
| Motorola Credit Corporation v Cem Cegiz Uzan and others | N/A | Yes | [2003] EWCA Civ 752 | N/A | Cited for the principle that a defendant is ordinarily required to disclose all its assets above a certain value. |
| JSC BTA Bank v Solodchenko and others | N/A | Yes | [2010] EWCA Civ 1436 | N/A | Cited for the principle that the formulation “legally, beneficially or otherwise” covered assets which are held by the defendant as a trustee or nominee for a third party. |
| STX Corp v Jason Surjana Tanuwidjaja and others | N/A | Yes | [2014] 2 SLR 1261 | Singapore | Cited JSC BTA Bank v Solodchenko and others. |
| JSC BTA Bank v Ablyazov (No 10) | UK Supreme Court | Yes | [2015] UKSC 64 | United Kingdom | Cited for the defendant had entered into a number of unsecured loan agreements providing for large sums of money to be made available to him. |
| Lyu Yan @ Lu Yan v Lim Tien Chiang and others | High Court | Yes | [2019] SGHC 10 | Singapore | Cited for the principle that the court may direct a third party to provide information on all of its assets both in Singapore and worldwide if there is a Mareva injunction in place. |
| Lee Kuan Yew v Tang Liang Hong and another | N/A | Yes | [1997] 2 SLR(R) 862 | Singapore | Cited for the principles for granting leave to appeal. |
| OCM Opportunities Fund II, LP and others v Buhan Uray (alias Wong Ming Kiong) and others | N/A | Yes | [2004] 4 SLR(R) 74 | Singapore | Cited for the principle that a Mareva injunction would not be effective without disclosure. |
| Mechanical and General Inventions Company, Limited and Lehwess v Austin and the Austin Motor Company, Limited | N/A | Yes | [1935] 1 AC 346 | N/A | Cited for the principle that cross-examination is a powerful and valuable weapon for testing the veracity of a witness. |
| Motorola Credit Corporation v Cem Cegiz Uzan | N/A | Yes | [2002] EWCA Civ 989 | N/A | Cited for the importance of disclosure orders in policing the accompanying freezing order. |
| Strandore Invest A/S v Soh Kim Wat | N/A | Yes | [2010] SGHC 174 | Singapore | Cited for the general position is that the court will not deprive a successful party of the fruits of its litigation until an appeal is determined, unless the unsuccessful party can show special circumstances to justify it. |
| Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another | High Court | Yes | [2018] SGHC 264 | Singapore | The liability judgment in the underlying suit. |
| Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another | Court of Appeal | Yes | [2019] SGCA 51 | Singapore | The appeal against the liability judgment. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Mareva Injunction
- Disclosure Orders
- Enhanced Forward Sales Contract Scheme
- FSC Payments
- RCMA Injunction
- Judicial Management Proceedings
- Consultancy Agreement
15.2 Keywords
- Mareva Injunction
- Disclosure Orders
- Breach of Contract
- Singapore High Court
- Civil Procedure
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Mareva Injunctions | 95 |
| Ancillary disclosure orders | 90 |
| Injunctions | 85 |
| Civil Procedure | 75 |
| Civil Practice | 70 |
16. Subjects
- Civil Procedure
- Injunctions
- Contract Law