Easybook.com v OWW Investments: Striking Out Claim for RCPS Redemption Rights
In Easybook.com Pte Ltd v OWW Investments III Limited, before the High Court of Singapore, See Kee Oon J dismissed Easybook.com's appeal against the Assistant Registrar's decision to strike out its claim against OWW Investments. The claim concerned the redemption of Redeemable Convertible Preference Shares (RCPS) issued by Easybook.com to OWW Investments. Easybook.com sought a declaration that OWW Investments was not entitled to exercise its redemption rights. The court found that Easybook.com's claim was unsustainable in law or fact, particularly regarding the existence of an agreement for a sixth Exit Event, and dismissed the appeal.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Easybook.com's claim against OWW Investments regarding RCPS redemption rights was struck out. The court found no agreement for a sixth Exit Event.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Easybook.com Pte Ltd | Plaintiff, Appellant | Corporation | Claim Dismissed | Dismissed | |
| OWW Investments III Limited | Defendant, Respondent | Corporation | Appeal Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| See Kee Oon | Judge | Yes |
4. Counsels
4. Facts
- Easybook.com issued Redeemable Convertible Preference Shares (RCPS) to OWW Investments under three agreements.
- OWW Investments sought to redeem the RCPS after a specified liquidity event was not completed by the cut-off date.
- Easybook.com claimed OWW Investments was not entitled to redeem the RCPS, alleging an implied duty to cooperate.
- Easybook.com argued that the parties had agreed that redemption of the RCPS would amount to a sixth Exit Event.
- OWW Investments denied the existence of an agreement for a sixth Exit Event.
- OWW Investments applied to strike out Easybook.com's claim.
- The Assistant Registrar granted OWW Investments' application to strike out the claim.
5. Formal Citations
- Easybook.com Pte Ltd v OWW Investments III Ltd, Suit No 997 of 2019 (Registrar’s Appeal No 150 of 2020), [2020] SGHC 259
6. Timeline
| Date | Event |
|---|---|
| Subscription and Shareholders Agreement signed | |
| Convertible Loan Agreement signed | |
| Subscription and Shareholders Agreement signed | |
| Extraordinary General Meeting held by the plaintiff | |
| Email sent regarding third party investment | |
| Email sent requesting update on fundraising efforts | |
| Redemption Notice issued | |
| Reply stating fundraising is ongoing | |
| Plaintiff acknowledged service of Redemption Notice | |
| Suit commenced | |
| Certified Transcript | |
| Judgment delivered | |
| Grounds of decision issued |
7. Legal Issues
- Striking Out
- Outcome: The court upheld the decision to strike out the plaintiff's claim.
- Category: Procedural
- Breach of Contract
- Outcome: The court found no breach of contract.
- Category: Substantive
- Implied Terms
- Outcome: The court found no implied duty to cooperate.
- Category: Substantive
- Formation of Contract
- Outcome: The court found no agreement reached between the parties for redemption of the RCPS pursuant to a sixth Exit Event.
- Category: Substantive
8. Remedies Sought
- Declaration that the defendant was not entitled to exercise its rights of redemption
9. Cause of Actions
- Breach of Contract
- Declaration that the defendant was not entitled to exercise its rights of redemption
10. Practice Areas
- Commercial Litigation
11. Industries
- Venture Capital
- Ticketing Agencies
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the test to imply a term in fact. |
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the legal principles relating to striking out. |
| Mackay v Dick and another | N/A | Yes | (1881) 6 App Cas 251 | N/A | Cited for the principle that a duty to cooperate will be implied into a contract where the object of the contract could only be achieved with the cooperation of both parties to the contract. |
| Tan Chin Hoon and others v Tan Choo Suan (in her personal capacity and as executrix of the estate of Tan Kiam Toen, deceased) and others and other matters | High Court | Yes | [2015] SGHC 306 | Singapore | Cited for the principle that a duty to cooperate will be implied into a contract where the object of the contract could only be achieved with the cooperation of both parties to the contract. |
| Evergreat Construction Co Pte Ltd v Presscrete Engineering Pte Ltd | N/A | Yes | [2006] 1 SLR(R) 634 | N/A | Cited for the principle that a duty to cooperate will be implied into a contract where the object of the contract could only be achieved with the cooperation of both parties to the contract and that a party who was in breach of his contractual obligations should not be allowed to take advantage of his own wrongdoing. |
| McCarrick v Liverpool Corporation | N/A | Yes | [1947] AC 219 | N/A | Cited for the principle that the duty to cooperate is a term to be implied in law. |
| Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd | N/A | Yes | [2018] 1 SLR 317 | N/A | Cited for the principle that mere silence or even assumed acquiescence cannot amount to an unequivocal representation upon which the doctrine of estoppel depends. |
| Ng Giap Hon v Westcomb Securities Pte Ltd and others | Court of Appeal | Yes | [2009] 3 SLR(R) 518 | Singapore | Cited for the distinction between terms implied in fact and in law. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appeal | N/A | Yes | [2007] 4 SLR(R) 413 | N/A | Cited for the condition/warranty approach. |
| HSBC Trustee (Singapore) Ltd v Lucky Realty Co Pte Ltd | N/A | Yes | [2015] 3 SLR 885 | N/A | Cited for the principle that in interpreting a contract, the court is to determine and give effect to the intention of the parties, objectively ascertained. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | N/A | Yes | [2008] 3 SLR(R) 1029 | N/A | Cited for the principle that in interpreting a contract, the court is to determine and give effect to the intention of the parties, objectively ascertained. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R5, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Redeemable Convertible Preference Shares
- RCPS
- Subscription and Shareholders Agreement
- Convertible Loan Agreement
- Exit Event
- Default Event
- Redemption Notice
- Redemption Amount
- Material Term
- Implied Duty to Cooperate
15.2 Keywords
- RCPS
- Redemption
- Exit Event
- Striking Out
- Implied Terms
- Breach of Contract
- Shareholders Agreement
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Striking out | 90 |
| Contract Law | 80 |
| Civil Practice | 75 |
| Implied Terms | 70 |
| Contractual terms | 70 |
| Formation of contract | 70 |
| Breach of Contract | 60 |
| Shareholders Agreement | 60 |
| Company Law | 50 |
| Corporate Law | 50 |
16. Subjects
- Contract Law
- Civil Procedure
- Shareholder Rights
- Venture Capital