Blasco Martinez Gemma v Ee Meng Yen Angela: Agency & Proof of Debt in Judicial Management of Epicentre Holdings

In Originating Summonses 156 and 157 of 2020, Ms. Blasco Martinez Gemma and Mr. Javier Curtichs Moncusi sought to reverse the decision of the Judicial Managers, Ee Meng Yen Angela and Purandar Janampalli Rao, of Epicentre Holdings Limited (EHL), rejecting their proofs of debt. The High Court of Singapore, presided over by Kannan Ramesh J, dismissed both applications, finding that Mr. Kenneth Lim Tiong Hian lacked the authority to bind EHL to the agreements in question. The claims were based on the EHL Agreements for the purported debts owed thereunder.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Applications Dismissed

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed applications to reverse the rejection of proofs of debt, finding Lim lacked authority to bind Epicentre Holdings.

1.7 Decision Date

11 November 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ee Meng Yen Angela	Defendant	Individual	Won	Won	Hing Shan Shan Blossom of Drew & Napier LLC Foo Guo Zheng Benjamin of Drew & Napier LLC
Blasco Martinez Gemma	Plaintiff	Individual	Application Dismissed	Lost	Eugene Jedidiah Low Yeow Chin of Ark Law Corporation Calvin Liang of Calvin Liang LLC
Javier Curtichs Moncusi	Plaintiff	Individual	Application Dismissed	Lost	Eugene Jedidiah Low Yeow Chin of Ark Law Corporation Calvin Liang of Calvin Liang LLC
Purandar Janampalli Rao	Defendant	Individual	Won	Won	Hing Shan Shan Blossom of Drew & Napier LLC Foo Guo Zheng Benjamin of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Kannan Ramesh	Judge	Yes

4. Counsels

Counsel Name	Organization
Hing Shan Shan Blossom	Drew & Napier LLC
Foo Guo Zheng Benjamin	Drew & Napier LLC
Eugene Jedidiah Low Yeow Chin	Ark Law Corporation
Calvin Liang	Calvin Liang LLC

4. Facts

Ms. Gemma and Mr. Moncusi sought to reverse the rejection of their proofs of debt by the Judicial Managers of EHL.
Plaintiffs disbursed loans to Broadwell under the Broadwell Agreements.
The Broadwell Loans were to be used towards investment in the shares and funding of projects of EHL.
The EHL Confirmations purported to roll over and renew the Broadwell Loans as debts owed by EHL to the Plaintiffs.
No fresh loans were made by the Plaintiffs to EHL under the EHL Agreements.
Lim had no authority to enter into the EHL Agreements on behalf of EHL.
The Plaintiffs continued to receive monthly interest payments until payments completely ceased in June 2019.

5. Formal Citations

Blasco, Martinez Gemma v Ee Meng Yen Angela and another and another matter, Originating Summonses Nos 156 and 157 of 2020, [2020] SGHC 247

6. Timeline

Date	Event
2016-06-24	Kenneth Lim Tiong Hian appointed to EHL’s board
2016-07-31	Kenneth Lim Tiong Hian became Executive Chairman and Acting CEO of EHL
2016-07-15	Plaintiffs disbursed loans to Broadwell
2017-02-15	Plaintiffs disbursed loans to Broadwell
2017-01-01	Broadwell Loans matured
2018-11-06	Meeting between Plaintiffs and Lim
2019-01-15	Renewed Broadwell Loans renewed
2019-03-15	Renewed Broadwell Loans renewed
2019-05-30	EHL disclosed D&T Report
2019-06-01	Monthly interest payments ceased
2019-07-11	Plaintiffs issued statutory demands against EHL
2019-07-16	EHL’s solicitors replied disputing the Plaintiffs’ claims
2019-08-02	Defendants appointed Interim Judicial Managers of EHL
2019-09-04	Defendants appointed Judicial Managers of EHL
2019-09-27	Plaintiffs submitted the Proofs of Debt
2019-12-24	Plaintiffs responded by furnishing proof of their transfers of funds to Broadwell
2020-01-13	Defendants issued Notices of Rejection of the Proofs of Debt
2020-08-24	Hearing arguments
2020-11-12	Full grounds for decision given

7. Legal Issues

Authority of Agent
- Outcome: The court found that Lim did not have actual or apparent authority to enter into the EHL Agreements on EHL’s behalf.
- Category: Substantive
- Sub-Issues:
  - Actual authority
  - Apparent authority
Proof of Debt
- Outcome: The court found that there was insufficient proof that the debts asserted in the Proofs of Debt were truly the liabilities of EHL.
- Category: Procedural
- Sub-Issues:
  - Rejection of proof of debt
  - Evidence of genuine indebtedness

8. Remedies Sought

Reversal of decision rejecting proofs of debt
Admission of claims in full

9. Cause of Actions

Breach of Contract

10. Practice Areas

Judicial Management
Commercial Litigation

11. Industries

Retail

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Hely-Hutchinson v Brayhead Ltd	Queen's Bench	Yes	[1968] 1 QB 549	England and Wales	Cited for the law on an agent’s authority, actual and apparent.
Biggerstaff v Rowatt’s Wharf, Limited	English Court of Appeal	Yes	[1896] 2 Ch 93	England and Wales	Cited regarding the authority of a managing director.
SPP Ltd v Chew Beng Gim and another	Court of Appeal	Yes	[1993] 3 SLR(R) 17	Singapore	Cited regarding implied authority based on the conduct of the company.
Houghton and Company v Northard, Lowe and Wills, Limited	King's Bench	Yes	[1927] 1 KB 246	England and Wales	Cited to distinguish the case of Biggerstaff.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another appeal	Court of Appeal	Yes	[2011] 3 SLR 540	Singapore	Cited to show that lenders are expected to request for a resolution of the board of directors authorising the borrowing.
Banque Bruxelles Lambert and others v Puvaria Packaging Industries (Pte) Ltd (in liquidation)	Court of Appeal	Yes	[1994] 1 SLR(R) 736	Singapore	Cited regarding apparent authority and whether there was anything to put the Plaintiffs on notice that Lim in fact had acted without authority.
Royal British Bank v Turquand	Court of Exchequer Chamber	Yes	(1856) 6 E & B 327	England and Wales	Cited regarding apparent authority.
Abdul Jalil bin Ahmad bin Talib and others v A Formation Construction Pte Ltd	High Court	Yes	[2007] 3 SLR(R) 592	Singapore	Cited regarding apparent authority.
Fustar Chemicals Ltd (Hong Kong) v Liquidator of Fustar Chemicals Pte Ltd	Court of Appeal	Yes	[2009] 4 SLR(R) 458	Singapore	Cited in relation to the duty of liquidators to examine proofs of debt.
In re Van Laun, ex parte Chatterton	Court of Appeal	Yes	[1907] 2 KB 23	England and Wales	Cited regarding the duty of liquidators to examine proofs of debt and that mere reliance on a confirmation or “account stated”, even if approved by the debtor, would not be sufficient for the Judicial Managers to accept a proof of debt.
Tanning Research Laboratories Inc v O’Brien	High Court of Australia	Yes	[1990] 169 CLR 332	Australia	Cited regarding the duty of liquidators to examine proofs of debt.
In re Van Laun; ex parte Patullo	King's Bench	Yes	[1907] 1 KB 155	England and Wales	Cited regarding the duty of liquidators to examine proofs of debt.

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

Proofs of Debt
Judicial Management
Broadwell Loans
EHL Loans
EHL Agreements
Broadwell Agreements
Actual Authority
Apparent Authority
Executive Chairman
Acting CEO

15.2 Keywords

Agency
Evidence
Proof of Debt
Judicial Management
Insolvency
Company Law
Singapore

17. Areas of Law

Area Name	Relevance Score
Agency Law	75
Company Law	65
Corporate Insolvency	60
Evidence	60
Contract Law	55
Bankruptcy	50
Corporate Law	45
Commercial Litigation	40
Corporate Litigation	35
Arbitration	30
Procedural Law	25
Appeal	20

16. Subjects

Agency
Evidence
Insolvency
Company Law