Powercom Yuraku v Sunpower Semiconductor: Setting Aside Default Judgment in Singapore High Court
In Powercom Yuraku Pte Ltd v Sunpower Semiconductor Ltd and others, the Singapore High Court heard an appeal by Sunpower Semiconductor Ltd against the decision of the Assistant Registrar to partially dismiss the defendants' application to set aside a judgment entered in default of a defence. The plaintiff, Powercom Yuraku Pte Ltd, brought a claim against the defendants for breaches of the company's articles and conspiracy to injure the plaintiff. The High Court dismissed the appeal, finding that the defendant had not raised any triable issues in respect of the purported defences against the plaintiff’s claim.
1. Case Overview
1.1 Court
General Division of the 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
Singapore High Court case concerning an appeal to set aside a default judgment. The court dismissed the appeal, upholding the original judgment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Powercom Yuraku Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Lim Tat, Wan Chi Kit |
| Sunpower Semiconductor Limited | Defendant, Appellant | Corporation | Appeal Dismissed | Lost | Lakshanthi Kumari Fernando, Tan Wei Ming, Os Agarwal |
| Yuraku Pte Ltd | Defendant | Corporation | No representation | Neutral | |
| Claudio Giuseppe Bencivengo | Defendant | Individual | No representation | Neutral | |
| Vijaykumar Kishinchand Amesur | Defendant | Individual | No specific outcome | Neutral | Lakshanthi Kumari Fernando, Tan Wei Ming, Os Agarwal |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Tat | Aequitas Law LLP |
| Wan Chi Kit | Aequitas Law LLP |
| Lakshanthi Kumari Fernando | Holborn Law LLC |
| Tan Wei Ming | Holborn Law LLC |
| Os Agarwal | Holborn Law LLC |
4. Facts
- Powercom, Sunpower, and Yuraku entered into a shareholders' agreement on 2009-05-25 to form Powercom Yuraku Pte Ltd.
- Sunpower held 10% of Powercom Yuraku Pte Ltd's shares.
- Claudio and Vijay executed a Purported Power of Attorney on 2011-11-23.
- A purported rights issue was carried out at the PYSA EGM.
- Powercom's stake in PYSA was diluted from 100% to 5.5% as a result of the Purported Rights Issue.
- Powercom was granted leave to bring actions on behalf of the plaintiff on 2019-05-27.
- The plaintiff issued the writ of summons on 2019-08-21.
5. Formal Citations
- Powercom Yuraku Pte Ltd v Sunpower Semiconductor Ltd and others, Suit No 838 of 2019 (Registrar’s Appeal No 243 of 2022), [2022] SGHC 211
6. Timeline
| Date | Event |
|---|---|
| Shareholders' agreement dated between Powercom, Sunpower, and Yuraku. | |
| Purported Power of Attorney executed. | |
| Powercom granted leave to bring actions on behalf of the plaintiff. | |
| Writ of summons issued. | |
| Judgment in default of defence granted. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Setting aside of judgment in default of defence
- Outcome: The court held that a judgment in default of defence can be set aside in part.
- Category: Procedural
- Sub-Issues:
- Triable issues
- Severability of claims
- Declaratory judgment in default of defence
- Outcome: The court held that declarations can be granted in a default judgment in appropriate cases.
- Category: Procedural
- Breach of Articles
- Outcome: The court found that the first defendant had not raised a triable issue in relation to Powercom’s purported consent to the share capital increase in PYSA.
- Category: Substantive
- Conspiracy to injure
- Outcome: The court agreed with AR Koonar's decision to set aside the default judgment in part because the first defendant had demonstrated the existence of triable issues in respect of the plaintiff’s claim in conspiracy.
- Category: Substantive
- Arbitration Clause
- Outcome: The court found that the first defendant had not raised a triable issue in relation to the arbitration clause.
- Category: Jurisdictional
8. Remedies Sought
- Damages
- Invalidation of certain acts to regain control of its shareholding in PYSA
9. Cause of Actions
- Breach of Articles
- Conspiracy to injure
10. Practice Areas
- Commercial Litigation
11. Industries
- Semiconductor
- Solar Energy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Mercurine Pte Ltd v Canberra Development Pte Ltd | Court of Appeal | Yes | [2008] 4 SLR(R) 907 | Singapore | Cited as the seminal case regarding setting aside a regular default judgment and the requirement to show a prima facie defence. |
| National Westminster Bank plc v Humphrey | English Court of Appeal | Yes | (1984) 128 S.J. 81 | England | Cited for the principle that a court has the discretion to set aside part of a default judgment if the portions are severable. |
| Re Mosenthal, ex p. Marx | N/A | Yes | (1910) 54 S.J. 751 | N/A | Cited for the principle that a judgment may be set aside as to part only and allowed to stand as to the rest. |
| Canberra Development Pte Ltd v Mercurine Pte Ltd | High Court | Yes | [2008] 1 SLR(R) 316 | Singapore | Cited for the principle that the court has the discretion to set aside a part of a default judgment as opposed to the whole of it, subject to the qualification that the various portions of the default judgment must be severable from each other. |
| TR Networks Ltd and Others v Elixir Health Holdings Pte Ltd and Others | High Court | Yes | [2005] SGHC 106 | Singapore | Cited to support the court's discretion under Order 13 rule 8 of the Rules of Court. |
| Lim Quee Choo (suing as co-administratrix of the estate of Koh Jit Meng) and Another v David Rasif and Another | High Court | Yes | [2008] SGHC 36 | Singapore | Cited for the principle that the court is concerned with setting aside a judgment obtained not on the merits but because of some non-adherence to some procedural rule. |
| Wallersteiner v Moir | English Court of Appeal | Yes | [1974] 1 WLR 991 | England | Cited for the principle that a declaration can generally only be made after proper argument and cannot be made merely on admissions by the parties whether in pleadings or otherwise, nor in default of compliance with rules of court; distinguished on the facts. |
| Patten v Burke Publishing Co. Ltd | English High Court | Yes | [1991] 1 W.L.R. 541 | England | Cited for the principle that a declaration should be granted, where the undefended claim is for breach of contract, to declare that the contract is at an end by reason of the defendant’s repudiation and that the plaintiff is no longer bound by it; distinguished on the facts. |
| Philip Securities (Pte) v Yong Tet Miaw | High Court | Yes | [1988] 1 SLR(R) 566 | Singapore | Cited to support the view that a default judgment can be amended in part. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the inherent difficulty of proving civil fraud and the need for more cogent evidence to prove it precisely because of the serious implications of a finding of fraud. |
| Virsagi Management (S) Pte Ltd v Welltech Construction Pte Ltd and another appeal | Court of Appeal | Yes | [2013] 4 SLR 1097 | Singapore | Cited for the factors to consider regarding the degree to which the respective proceedings have advanced, the degree of overlap of issues and parties, and the risk of conflicting judgments. |
| Oversea-Chinese Banking Corp Ltd v Frankel Motor Pte Ltd and others | High Court | Yes | [2009] 3 SLR(R) 623 | Singapore | Cited for the purpose of setting aside a default judgment. |
13. Applicable Rules
| Rule Name |
|---|
| O 19 r 9 of the Rules of Court (2014 Rev Ed) |
| O 13 r 8 of the ROC |
| O 14 r 4(1) of the ROC |
| O 15 r 16 of the ROC |
| O 3 r 1 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Default judgment
- Triable issues
- Shareholders' agreement
- Power of attorney
- Rights issue
- Articles of association
- Consent
- Arbitration clause
- Derivative action
- Declaratory judgment
15.2 Keywords
- default judgment
- setting aside
- civil procedure
- Singapore High Court
- company law
- arbitration
- declaratory judgment
16. Subjects
- Civil Procedure
- Setting Aside Default Judgment
- Company Law
17. Areas of Law
- Civil Procedure
- Judgments and Orders
- Courts and Jurisdiction