BW Umuroa Pte Ltd v Tamarind Resources Pte Ltd: Winding Up Application & Arbitration Agreement Dispute
In BW Umuroa Pte Ltd v Tamarind Resources Pte Ltd, the High Court of Singapore addressed an application by BW Umuroa Pte Ltd to wind up Tamarind Resources Pte Ltd based on an unsatisfied statutory demand for US$2,503,136. Tamarind Resources Pte Ltd disputed the debt, citing an arbitration agreement and cross-claims. Justice Choo Han Teck found that Tamarind Resources Pte Ltd failed to demonstrate a bona fide dispute or valid cross-claims under either Singapore or English law. Consequently, the court granted the winding-up application, appointing liquidators and ordering Tamarind Resources Pte Ltd to pay the costs of the proceedings.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Winding up order granted against the defendant.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court addresses a winding-up application based on an unpaid debt, examining the interplay between arbitration agreements and insolvency proceedings. The application was granted.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| BW Umuroa Pte Ltd | Plaintiff | Corporation | Winding up order granted | Won | Sim Kwan Kiat, Ho Zi Wei |
| Tamarind Resources Pte Ltd | Defendant | Corporation | Winding up order made | Lost | Lee Wei Yuen Arvin |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Sim Kwan Kiat | Rajah & Tann Singapore LLP |
| Ho Zi Wei | Rajah & Tann Singapore LLP |
| Lee Wei Yuen Arvin | Wee Swee Teow LLP |
4. Facts
- BW Umuroa Pte Ltd applied to wind up Tamarind Resources Pte Ltd based on an unpaid statutory demand.
- The statutory demand arose from two unpaid invoices totaling US$2,503,136.
- Tamarind Resources Pte Ltd disputed the debt and claimed cross-claims.
- Tamarind Resources Pte Ltd issued a notice of arbitration against BW Umuroa Pte Ltd.
- The Bareboat Charter contains an arbitration clause.
- Receivers and managers of the defendant had been appointed.
5. Formal Citations
- BW Umuroa Pte Ltd v Tamarind Resources Pte Ltd, Companies Winding Up No 34 of 2020, [2020] SGHC 71
6. Timeline
| Date | Event |
|---|---|
| Original FPSO Charter Contract signed between BWO Singapore and TTL. | |
| Bareboat Charter signed between BW Umuroa Pte Ltd and Tamarind Resources Pte Ltd. | |
| O&M Agreement signed between BWO Singapore and TTL. | |
| Invoice issued by BW Umuroa Pte Ltd to Tamarind Resources Pte Ltd for US$819,375. | |
| Invoice issued by BW Umuroa Pte Ltd to Tamarind Resources Pte Ltd for US$1,683,761. | |
| Bareboat Charter terminated between October and November 2019. | |
| O&M Agreement terminated between October and November 2019. | |
| Tamarind Resources Pte Ltd officer approved invoices via email, then retracted the same day. | |
| Statutory demand served by BW Umuroa Pte Ltd on Tamarind Resources Pte Ltd. | |
| Tamarind Resources Pte Ltd issued a notice of arbitration against BW Umuroa Pte Ltd. | |
| Tamarind Resources Pte Ltd applied for an injunction to restrain BW Umuroa Pte Ltd from filing a winding up application. | |
| Application for injunction dismissed by emergency arbitrator. | |
| Winding up application filed by BW Umuroa Pte Ltd. | |
| Judgment reserved. | |
| Plaintiff informed court that receivers and managers of the defendant had been appointed. |
7. Legal Issues
- Dispute over debt
- Outcome: The court found that the defendant had not demonstrated a bona fide dispute over the debt.
- Category: Substantive
- Cross-claims
- Outcome: The court found that the defendant had not demonstrated valid cross-claims against the plaintiff.
- Category: Substantive
- Standard of proof for disputed debt
- Outcome: The court proceeded on the assumption that the lower standard of proof applied, but found that the defendant could not satisfy even that standard.
- Category: Procedural
- Insolvency
- Outcome: The court found that the defendant was unable to pay its debts.
- Category: Substantive
8. Remedies Sought
- Winding up order
- Appointment of liquidators
- Payment of costs
9. Cause of Actions
- Failure to pay debt
- Breach of contract
10. Practice Areas
- Winding Up
- Commercial Litigation
- Arbitration
11. Industries
- Oil and Gas
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| VTB Bank (Public Joint Stock Co) v Anan Group (Singapore) Pte Ltd | High Court | Yes | [2018] SGHC 250 | Singapore | Cited regarding the standard of proof required to show a dispute over a debt when an arbitration agreement exists. |
| BDG v BDH | High Court | Yes | [2016] 5 SLR 977 | Singapore | Cited regarding the standard of proof required to show a dispute over a debt when an arbitration agreement exists. |
| BWF v BWG | High Court | Yes | [2019] SGHC 81 | Singapore | Cited regarding the standard of proof required to show a dispute over a debt when an arbitration agreement exists. |
| Metalform Asia Pte Ltd v Holland Leedon Pte Ltd | Court of Appeal | Yes | [2007] 2 SLR(R) 268 | Singapore | Cited for the principle that the standard of proof for a cross-claim requires the defendant to show that there is a likelihood that the winding up application may fail or that it is unlikely that a winding-up order would be made. |
| Denmark Skibstekniske Konsulenter A/S I Likvidation (formerly known as Knud E Hansen A/S) v Ultrapolis 3000 Investments Ltd (formerly known as Ultrapolis 3000 Theem Park Investments Ltd) | High Court | Yes | [2011] 4 SLR 997 | Singapore | Cited for the observation that the standard of proof for a cross-claim is no different from the triable issue standard. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Statutory demand
- Arbitration
- Cross-claims
- Bareboat Charter
- Insolvency
- Receivership
15.2 Keywords
- Winding up
- Arbitration
- Insolvency
- Singapore
- Companies Act
- Debt
- Cross-claims
16. Subjects
- Insolvency
- Arbitration
- Company Law
17. Areas of Law
- Insolvency Law
- Arbitration Law
- Company Law