PetroChina v Ocean Winner: Admiralty in Rem, Moratoriums & Companies Act

In PetroChina International (Singapore) Pte Ltd v Owner and/or Demise Charterer of the vessel “Ocean Winner”, the Singapore High Court addressed whether the filing of admiralty in rem writs by PetroChina against vessels demise chartered by Ocean Tankers (Pte) Ltd (“OTPL”) was barred by a moratorium under s 211B of the Companies Act. The judicial managers of OTPL sought to set aside the writs, arguing that they violated the moratorium. The court dismissed the summonses, holding that the filing of the writs did not constitute the commencement of proceedings against OTPL or an execution against OTPL's property under the Act.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Summonses dismissed.

1.3 Case Type

Admiralty

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on admiralty in rem writs and moratoriums under the Companies Act. PetroChina's writs against Ocean Tankers upheld.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Petrochina International (Singapore) Pte. Ltd.PlaintiffCorporationSummonses dismissedWon
Owner and/or Demise Charterer of the vessel “Ocean Winner”DefendantOtherSummonses grantedLost
Owner and/or Demise Charterer of the vessel “Chao Hu”DefendantOtherSummonses grantedLost
Owner and/or Demise Charterer of the vessel “Ocean Goby”DefendantOtherSummonses grantedLost
Owner and/or Demise Charterer of the vessel “Ocean Jack”DefendantOtherSummonses grantedLost

3. Judges

Judge NameTitleDelivered Judgment
Ang Cheng HockJudgeYes

4. Counsels

Counsel NameOrganization
Tang Yuan JonathanMorgan Lewis Stamford LLC
Tan Poh Ling WendyMorgan Lewis Stamford LLC
Kelley Wong Kar EeMorgan Lewis Stamford LLC
Ng Hui Ping SheilaRajah & Tann Singapore LLP
Lee Eng Beng SCRajah & Tann Singapore LLP
Ho Qi Rui DanielRajah & Tann Singapore LLP
Ting Yong HongRajah & Tann Singapore LLP

4. Facts

  1. PetroChina filed admiralty in rem writs against vessels demise chartered by OTPL.
  2. OTPL was under an automatic moratorium under s 211B of the Companies Act when the writs were filed.
  3. OTPL's judicial managers sought to set aside the writs, arguing they violated the moratorium.
  4. PetroChina argued the moratorium was void and the writs didn't violate it.
  5. OTPL was the bareboat charterer of the vessels at the time the writs were filed.
  6. OTPL sought to terminate bareboat charters after being placed under interim judicial management.
  7. The writs were not served on the vessels before OTPL applied to set them aside.

5. Formal Citations

  1. The “Ocean Winner” and other matters, Admiralty in Rem No 86 of 2020, [2021] SGHC 8

6. Timeline

DateEvent
Hin Leong Trading (Pte) Ltd incorporated.
Ocean Tankers (Pte) Ltd incorporated.
OTPL and HLT filed for moratorium relief.
Mr. Lim Oon Kuin stepped down as director of HLT and OTPL.
HLT filed for judicial management and interim judicial management.
PetroChina filed the Writs for ADM 86–89.
HLT’s withdrawal application and IJM application were heard and granted.
OTPL filed applications to withdraw its moratorium application and to be placed under judicial management and IJM.
OTPL entered an appearance in ADM 86–89 and filed the Summonses to set aside or strike out the Writs.
Ramesh J ordered that OTPL was to be granted leave to withdraw OS 406 and OTPL was to be placed under IJM.
Ramesh J granted both OS 417 and OS 452.
Xihe Holdings Pte Ltd was ordered to be placed under IJM as well.
OTPL filed Summons No 4257 of 2020 in OS 452 for leave to disclaim unprofitable contracts.
Hearing date.
Ramesh J allowed the application to disclaim 11 of the bareboat charterparties, including those for Ocean Winner and Chao Hu.
Judgment reserved.

7. Legal Issues

  1. Whether the filing of admiralty in rem writs constitutes the commencement of proceedings against a company under moratorium.
    • Outcome: The court held that the filing of the writs did not constitute the commencement of proceedings against the company under moratorium.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of 'proceedings' under s 211B(8)(c) of the Companies Act
      • Whether an in rem action is an action against the company
  2. Whether the filing of admiralty in rem writs constitutes an execution, distress, or other legal process against the property of a company under moratorium.
    • Outcome: The court held that the filing of the writs did not constitute an execution, distress, or other legal process against the property of the company under moratorium.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of 'execution, distress or other legal process' under s 211B(8)(d) of the Companies Act
      • Whether a demise charter interest constitutes 'property' of the company

8. Remedies Sought

  1. Damages for failure to deliver cargo
  2. Damages for misdelivery of cargo

9. Cause of Actions

  • Breach of contract
  • Negligence
  • Breach of duty as bailees
  • Conversion of cargo

10. Practice Areas

  • Admiralty
  • Shipping
  • Schemes of Arrangement
  • Striking Out
  • Setting Aside

11. Industries

  • Shipping
  • Oil and Gas

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
The “Hull 308”Court of AppealYes[1991] 2 SLR(R) 643SingaporeCited regarding setting aside an admiralty in rem writ filed after the winding up of the company because the writ was filed without obtaining leave to commence the action under s 262(3) of the Companies Act.
The “Bolbina”UnknownYes[1993] 3 SLR(R) 894SingaporeCited for principles concerning the admiralty in rem action, specifically regarding statutory liens and the invocation of jurisdiction.
The FierbintiUnknownYes[1994] 3 SLR(R) 574SingaporeCited for principles concerning the admiralty in rem action, specifically regarding statutory liens and the invocation of jurisdiction.
The “Trade Resolve”High CourtYes[1999] 2 SLR(R) 107SingaporeCited for principles concerning the admiralty in rem action, specifically regarding statutory liens and the invocation of jurisdiction.
The “Jian He”UnknownYes[1999] 3 SLR(R) 432SingaporeCited to define that O 12 r 7(1) of the ROC applies to a situation where there is a dispute as to the existence, and not as to the exercise, of the court’s jurisdiction.
The “Bunga Melati 5”UnknownYes[2012] 4 SLR 546SingaporeCited to define that a claim can be “frivolous or vexatious” if it is “plainly or obviously unsustainable”, which means a claim which is either legally or factually unsustainable.
Chee Siok Chin and others v Minister for Home Affairs and anotherUnknownYes[2006] 1 SLR(R) 582SingaporeCited to define instances of abuse of process.
Re IM Skaugen SE and other mattersUnknownYes[2019] 3 SLR 979SingaporeCited for the purpose behind s 211B of the CA.
The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd and another appealUnknownYes[2012] 2 SLR 213SingaporeCited for the interest of a creditor in a proposed scheme of arrangement.
Neo Corp Pte Ltd (under judicial management) v Neocorp Innovations Pte Ltd and another applicationUnknownYes[2005] 4 SLR(R) 681SingaporeCited for the purpose of judicial management.
The “Kusu Island”UnknownYes[1989] 2 SLR(R) 267SingaporeCited for the principle that in a “mixed” action in rem and in personam, if judgment is obtained, it is enforceable against the ship and also against the shipowner (or charterer) to the full extent of the judgment.
Tan Cheng Bock v Attorney-GeneralUnknownYes[2017] 2 SLR 850SingaporeCited for the three-step framework for statutory interpretation.
The DictatorUnknownYes[1892] P 304UnknownCited for the principle that in a “mixed” action in rem and in personam, if judgment is obtained, it is enforceable against the ship and also against the shipowner (or charterer) to the full extent of the judgment.
The “Indian Grace” (No 2)UnknownYes[1998] 1 Lloyd’s Rep 1UnknownCited for the proposition that although an admiralty in rem claim is procedurally against the res, which is the ship named in the admiralty writ, the “true defendant” is the demise charterer of the Vessels.
Kuo Fen Ching and another v Dauphin Offshore Engineering & Trading Pte LtdUnknownYes[1999] 2 SLR(R) 793SingaporeCited for the proposition that although an admiralty in rem claim is procedurally against the res, which is the ship named in the admiralty writ, the “true defendant” is the demise charterer of the Vessels.
Public Prosecutor v Lam Leng Hung and othersUnknownYes[2018] 1 SLR 659SingaporeCited for the ejusdem generis principle.
The “Chem Orchid”UnknownYes[2015] 2 SLR 1020SingaporeCited to define that a bareboat charter “essentially operates as a lease of the vessel to the charterer” by transferring possession and control of the vessel from the owner to the charterer, but a “bareboat charter does not transfer legal or beneficial title in the vessel to the charterer”.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed) s 211BSingapore
Insolvency, Restructuring and Dissolution Act 2018 (No 40 of 2018)Singapore
High Court (Admiralty Jurisdiction) Act (Cap 123, 2001 Rev Ed) s 4(4)Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 12 r 7(1)Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 18 r 19(1)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Admiralty in rem writ
  • Moratorium
  • Scheme of arrangement
  • Demise charter
  • Bareboat charter
  • Judicial management
  • Statutory lien
  • Proceedings
  • Execution
  • Property

15.2 Keywords

  • Admiralty
  • Shipping
  • Moratorium
  • Companies Act
  • In Rem
  • Singapore

17. Areas of Law

Area NameRelevance Score
Admiralty and Maritime Law95
Shipping Law90
Insolvency Law90
Schemes of Arrangement80
Company Law75
Bankruptcy70
Liquidation65
Civil Practice60
Arbitration30

16. Subjects

  • Admiralty Law
  • Insolvency Law
  • Company Law
  • Civil Procedure