Ace Class Precision Engineering Pte Ltd v Tan Boon Hwa: Liquidator Removal & Property Delivery Dispute

In a dispute before the General Division of the High Court of Singapore, the liquidators of Ace Class Precision Engineering Pte Ltd, Qing Lian Precision Pte Ltd, and Apex Precision Engineering Pte Ltd sought orders for the delivery of company property from Tan Boon Hwa, Sim Chee Wei, Hay Chiak Buang, Chin Suling, and Su Desheng Jacob. Yangbum Engineering Pte Ltd and Loong Soo Min applied for the removal of the liquidators. The court granted the liquidators' applications, ordering the respondents to deliver the requested property within four weeks, and dismissed Yangbum and Loong's application for the removal of the liquidators. The court found insufficient cause for removal and emphasized the liquidators' duty to act impartially.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Liquidators' applications granted; application for removal of liquidators dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Liquidators sought property delivery from company directors and faced a removal application. Court ordered property delivery and dismissed removal bid.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Loong Soo MinPlaintiffIndividualApplication DismissedLost
Yangbum Engineering Pte LtdPlaintiffCorporationApplication DismissedLost
Liquidators of Ace Class Precision Engineering Pte Ltd (In Members’ Voluntary Liquidation)ApplicantOtherApplication GrantedWon
Tan Boon HwaRespondentIndividualApplication to Comply with Order GrantedLost
Chin SulingRespondentIndividualApplication to Comply with Order GrantedLost
Su Desheng JacobRespondentIndividualApplication to Comply with Order GrantedLost
Alan Ng & PartnersRespondentPartnershipSettlement ReachedSettled
Liquidators of Qing Lian Precision Pte Ltd (In Members’ Voluntary Liquidation)ApplicantOtherApplication GrantedWon
Sim Chee WeiRespondentIndividualApplication to Comply with Order GrantedLost
Liquidators of Apex Precision Engineering Pte Ltd (In Members’ Voluntary Liquidation)ApplicantOtherApplication GrantedWon
Hay Chiak BuangRespondentIndividualApplication to Comply with Order GrantedLost
Lau Chin HuatDefendantIndividualApplication for Removal of Liquidator DismissedWon
Yeo Boon KeongDefendantIndividualApplication for Removal of Liquidator DismissedWon
Ace Class Precision Engineering Pte Ltd (In Members’ Voluntary Liquidation)DefendantCorporationApplication for Removal of Liquidator DismissedWon
Apex Precision Engineering Pte Ltd (In Members’ Voluntary Liquidation)DefendantCorporationApplication for Removal of Liquidator DismissedWon
Qing Lian Precision Pte Ltd (In Members’ Voluntary Liquidation)DefendantCorporationApplication for Removal of Liquidator DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Tan Siong ThyeJudgeYes

4. Counsels

Counsel NameOrganization
Devathas SatianathanRajah & Tann Singapore LLP
Marissa Zhao YunanRajah & Tann Singapore LLP
Harish Kumar s/o ChampaklalRajah & Tann Singapore LLP
Tng Sheng RongRajah & Tann Singapore LLP
Zheng YirongRajah & Tann Singapore LLP
Lim Wei Ming KeithQuahe Woo & Palmer LLC
Wu SiyueQuahe Woo & Palmer LLC
Michael Anthony PalmerQuahe Woo & Palmer LLC
Daryl TanQuahe Woo & Palmer LLC
Han Guangyuan KeithOon & Bazul LLP

4. Facts

  1. Lau Chin Huat and Yeo Boon Keong were appointed liquidators of Ace Class, Qing Lian, and Apex on 30 March 2020.
  2. The liquidators sought orders for the respondents to deliver company property.
  3. Yangbum and Loong Soo Min applied for the removal of the liquidators.
  4. The court granted the liquidators' applications and dismissed the application for their removal.
  5. The respondents were given four weeks to comply with the October 2020 Orders.
  6. Yangbum was a major creditor of the Companies for $10.8m.
  7. Loong Soo Min claimed to be the beneficial owner of the Companies.

5. Formal Citations

  1. Liquidators of Ace Class Precision Engineering Pte Ltd (in members’ voluntary liquidation) v Tan Boon Hwa and others and other matters, , [2021] SGHC 134

6. Timeline

DateEvent
Ace Class and Apex incorporated
Qing Lian incorporated
Loong Soo Min and Liang Xihong divorced
Liang Xihong married Zhang Shengqiang
Liang Xihong and Zhang Shengqiang appointed as directors of the Companies
Loong Soo Min requested liquidators to withdraw consent to act as liquidators
Written declarations of solvency for the Companies made
Extraordinary general meetings held; special resolutions passed placing the Companies in members’ voluntary liquidation
Liquidators refused to withdraw their consent to act as liquidators
Lau Chin Huat and Yeo Boon Keong appointed as joint and several liquidators of Ace Class, Qing Lian and Apex
Liquidators stated intent to terminate all of the Companies' employees
Liquidators sent letter regarding transfer of employees
Liquidators filed s 313(5) Applications
Court made orders under s 313(5) sought by the Liquidators
Yangbum and Loong Soo Min applied for the removal of the Liquidators
Yangbum submitted proofs of debt
Liquidators applied for orders for the Respondents to comply with the October 2020 Orders
Court heard SUM 310, SUM 303, SUM 330 together with OS 1061
Judgment Date

7. Legal Issues

  1. Delivery of Property to Liquidator
    • Outcome: The court ordered the respondents to deliver up and surrender all monies, property, books, papers and other documents belonging and/or relating to the Companies to the Liquidators within four weeks.
    • Category: Substantive
  2. Removal of Liquidator
    • Outcome: The court dismissed the application for the removal of the liquidators, finding that the applicants had failed to show cause for the removal.
    • Category: Substantive
    • Related Cases:
      • [1999] 1 WLR 1605
      • [2018] 3 SLR 687
  3. Order Fixing Time for Act to be Done
    • Outcome: The court exercised its discretion to make an order under O 45 r 6(2) of the ROC fixing a time for the Respondents to comply with the October 2020 Orders.
    • Category: Procedural
    • Related Cases:
      • [2016] 3 SLR 1
      • [2019] SGHC 158
  4. Standing to Apply for Removal of Liquidator
    • Outcome: The court found that Yangbum had standing to apply for the removal of the Liquidators under s 174 of the IRDA as a major creditor of the Companies, but that Mr Loong did not have standing.
    • Category: Procedural
    • Related Cases:
      • [1999] 1 WLR 1605
      • [2018] 3 SLR 687

8. Remedies Sought

  1. Order for Delivery of Property
  2. Removal of Liquidator

9. Cause of Actions

  • Application for Delivery of Property
  • Application for Removal of Liquidator

10. Practice Areas

  • Insolvency
  • Liquidation
  • Civil Litigation

11. Industries

  • Engineering

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Mok Kah Hong v Zheng Zhuan YaoCourt of AppealYes[2016] 3 SLR 1SingaporeCited for principles applicable to the exercise of the court’s discretion to make an order under Order 45 r 6(2) of the Rules of Court.
Viking Engineering Pte Ltd v Feen, Bjornar and othersHigh CourtYes[2019] SGHC 158SingaporeCited for application of principles set out in Mok Kah Hong.
Deloitte & Touche AG v Johnson and anotherPrivy CouncilYes[1999] 1 WLR 1605Cayman IslandsCited for the principle that the court will act only on the application of a party with a sufficient interest to make it.
Yap Jeffery Henry and another v Ho Mun-Tuke DonHigh CourtYes[2006] 3 SLR(R) 427SingaporeCited for the possibility of a creditor applying for the removal of a liquidator in a voluntary liquidation.
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 matterHigh CourtYes[2018] 3 SLR 687SingaporeCited as the leading case on applications for the removal of liquidators under s 302 of the Companies Act.
Advance Housing Pty Lid (in liq) v Newcastle Classic Developments Pty LtdSupreme Court of New South WalesYes(1994) 14 ACSR 230AustraliaCited for principles regarding prior contact with the company or its directors or officers.
Commonwealth of Australia v Irving and anotherFederal Court of AustraliaYes(1996) 144 ALR 172AustraliaCited for principles regarding prior contact with the company or its directors or officers.
De Courcy v Clements and anotherNot AvailableYes[1971] 1 All ER 681England and WalesCited for the principle that a liquidator was entitled to rely on a declaration of solvency provided that it complied with the statutory scheme.
In re European Society Arbitration Acts, ex parte Liquidators of the British Nation Life Assurance AssociationNot AvailableYes(1878) 8 Ch D 679England and WalesCited for the principle that the trustee, and not the beneficial owner, is the contributory.
Airtrust (Hong Kong) Ltd v PH Hydraulics & Engineering Pte LtdHigh CourtYes[2016] 5 SLR 103SingaporeCited for principles regarding an award of indemnity costs.

13. Applicable Rules

Rule Name
Order 45 r 6(2) of the Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50)Singapore
Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018)Singapore
Section 174 of the Insolvency, Restructuring and Dissolution ActSingapore
Section 199(1) of the Companies ActSingapore
Section 199(3) of the Companies ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Liquidator
  • Winding Up
  • Solvent Liquidation
  • Contributory
  • Beneficial Owner
  • Declaration of Solvency
  • Proofs of Debt
  • Standing
  • Cause
  • Bias

15.2 Keywords

  • Liquidator
  • Removal
  • Companies Act
  • Insolvency
  • Delivery of Property
  • Winding Up

17. Areas of Law

Area NameRelevance Score
Winding Up90
Insolvency Law85
Company Law75
Civil Procedure60
Judgments and Orders50
Costs40

16. Subjects

  • Insolvency
  • Corporate Law
  • Civil Procedure
  • Liquidation