Quayside Investments Pte Ltd v 38 Degrees Pte Ltd: Contractual Terms & Construction Rules

In Quayside Investments Pte Ltd v 38 Degrees Pte Ltd, the High Court of Singapore addressed whether a deed of rights between Quayside Investments Pte Ltd and 38 Degrees Pte Ltd was a security document under their loan agreement. Quayside sought a declaration that it was not, while 38 Degrees argued it was. The court, presided over by Philip Jeyaretnam JC, found that the deed of rights was not a security document based on the construction of the loan agreement and granted the declaration sought by Quayside. The court considered the arguments and evidence presented, including the loan agreement's terms and the deed of rights itself.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Declaration granted that the deed of rights is not a security document as defined in the loan agreement.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court case regarding whether a deed of rights is a security document under a loan agreement. The court declared it was not.

1.7 Decision Date

22 July 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Quayside Investments Pte Ltd	Plaintiff	Corporation	Judgment for Plaintiff	Won	Jaikanth Shankar of Davinder Singh Chambers LLC Tan Ruo Yu of Davinder Singh Chambers LLC Stella Ng Yu Xin of Davinder Singh Chambers LLC
38 Degrees Pte Ltd	Defendant	Corporation	Claim Dismissed	Lost	Narayanan Sreenivasan of K&L Gates Straits Law LLC Tan Kai Ning Claire of K&L Gates Straits Law LLC Raja Bose of K&L Gates Straits Law LLC

3. Judges

Judge Name	Title	Delivered Judgment
Philip Jeyaretnam	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Jaikanth Shankar	Davinder Singh Chambers LLC
Tan Ruo Yu	Davinder Singh Chambers LLC
Stella Ng Yu Xin	Davinder Singh Chambers LLC
Narayanan Sreenivasan	K&L Gates Straits Law LLC
Tan Kai Ning Claire	K&L Gates Straits Law LLC
Raja Bose	K&L Gates Straits Law LLC

4. Facts

Quayside sought a declaration that a deed of rights was not a security document under a loan agreement.
38 Degrees argued the deed of rights was a security document to be released upon loan redemption.
The loan agreement defined 'security documents' but did not explicitly include the deed of rights.
The deed of rights contained an arbitration clause.
38 Degrees fully redeemed the loan and demanded the release of the deed of rights.
The deed of rights granted Quayside an economic interest in 38 Degrees' business.

5. Formal Citations

Quayside Investments Pte Ltd v 38 Degrees Pte Ltd, Originating Summons No 1332 of 2020, [2021] SGHC 181

6. Timeline

Date	Event
2018-05-01	1880 Pte Ltd was in substantial arrears of rent.
2018-08-23	Loan agreement signed but left undated.
2018-09-06	Draft of deed of rights sent to 38 Degrees.
2018-09-07	Deed of rights executed and loan agreement dated.
2020-10-15	38 Degrees fully redeemed the loan.
2020-11-10	38 Degrees demanded the deed of rights be discharged.
2020-01-01	Quayside commenced proceedings seeking a declaration that the deed of rights is not a security document.
2021-07-12	Judgment reserved.
2021-07-23	Judgment delivered.

7. Legal Issues

Construction of Contractual Terms
- Outcome: The court construed the loan agreement and determined that the deed of rights was not a security document.
- Category: Substantive
- Sub-Issues:
  - Interpretation of security document definition
  - Interpretation of rights agreement definition
- Related Cases:
  - [2020] SGCA 87
Requirements for Declaratory Relief
- Outcome: The court found that the requirements for declaratory relief were met.
- Category: Procedural
- Sub-Issues:
  - Real interest
  - Real controversy
  - Enforceable right
- Related Cases:
  - [2006] 1 SLR(R) 112
  - [2020] 1 SLR 395
  - [2012] 4 SLR 476

8. Remedies Sought

Declaratory Judgment

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation
Construction Law
Arbitration

11. Industries

Finance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Karaha Bodas Co LLC v Pertamina Energy Trading Ltd and another appeal	Court of Appeal	Yes	[2006] 1 SLR(R) 112	Singapore	Cited for the requirements for the court to grant declaratory relief.
Singapore Shooting Association and others v Singapore Rifle Association	Court of Appeal	Yes	[2020] 1 SLR 395	Singapore	Cited for the requirements for the court to grant declaratory relief.
Tan Eng Hong v Attorney-General	Court of Appeal	Yes	[2012] 4 SLR 476	Singapore	Cited for the requirements for the court to grant declaratory relief.
Kam Thai Leong Dennis v Asian Infrastructure Ltd	Court of Appeal	Yes	[2020] SGCA 87	Singapore	Cited for the principles relating to contractual interpretation.
AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Sock Co)	Court of Appeal	Yes	[2020] 1 SLR 1158	Singapore	Cited for the principle of party autonomy in arbitration.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal	Unknown	Yes	[2013] 4 SLR 193	Singapore	Cited for the principle that relevant context must be the background knowledge of the parties at the time of the contract.
Tuitiongenius Pte Ltd v Toh Yew Keat and another	Unknown	Yes	[2021] 1 SLR 231	Singapore	Cited for the principle that relevant context must be the background knowledge of the parties at the time of the contract.

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

Deed of rights
Security document
Loan agreement
Transaction security
Rights agreement
Redemption
Arbitration clause
Economic interest

15.2 Keywords

contract
loan
security
arbitration
deed of rights

17. Areas of Law

Area Name	Relevance Score
Contract Law	90
Contractual Interpretation	70
Rules of construction	60
Breach of Contract	50
Arbitration	30
Company Law	20

16. Subjects

Contract Law
Banking Law
Arbitration