Maybank Singapore Ltd v Synergy Global Resources Pte Ltd: Winding Up Application & Contractual Discretion

Maybank Singapore Limited applied for a winding up order against Synergy Global Resources Pte Ltd. Synergy Global Resources Pte Ltd applied to set aside the winding up application. The High Court of Singapore, General Division, before Goh Yihan JC, allowed Maybank's winding up application and dismissed Synergy Global Resources Pte Ltd's application, finding that Synergy Global Resources Pte Ltd had not raised any triable issue that would compel the court to either dismiss or stay the winding up application. The case involved a claim for a winding up order.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

CWU 87 is allowed and SUM 1741 is dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Maybank sought to wind up Synergy Global. The court allowed the winding up application, finding no triable issue regarding Synergy's debt.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Maybank Singapore LimitedClaimantCorporationJudgment for ClaimantWon
Synergy Global Resources Pte LtdDefendantCorporationApplication DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Ng Yeow KhoonShook Lin & Bok LLP
Tham Xue Yi FionaShook Lin & Bok LLP
Claudia Marianne Frankie KhooShook Lin & Bok LLP
Lim TeanCarson Law Chambers

4. Facts

  1. Maybank granted trade facilities to Synergy Global Resources under the Loan Insurance Scheme.
  2. Maybank granted a SME Working Capital Loan to Synergy Global Resources.
  3. Synergy Global Resources applied for Trust Receipt Invoice Financing from Maybank.
  4. Synergy Global Resources defaulted in paying for the Trust Receipt.
  5. Maybank's solicitors issued a letter of demand to Synergy Global Resources to recall the banking facilities.
  6. Maybank instructed SLB to issue a Statutory Demand against Synergy Global Resources.
  7. Synergy Global Resources claimed that Maybank wrongfully terminated the EFS Trade Facility.

5. Formal Citations

  1. Maybank Singapore Ltd v Synergy Global Resources Pte Ltd, Companies Winding Up No 87 of 2023 (Summons No 1741 of 2023), [2023] SGHC 258

6. Timeline

DateEvent
Claimant granted trade facilities to the defendant under the Loan Insurance Scheme.
Claimant granted a SME Working Capital Loan to the defendant.
Claimant issued a third Letter of Offer to the defendant for trade facilities under the LIS.
Claimant issued a fourth Letter of Offer to the defendant for trade facilities under the Enterprise Financing Scheme – Trade.
Defendant applied for Trust Receipt Invoice Financing from the claimant.
Initial due date of Trust Receipt.
Defendant applied to the claimant for the issuance of a letter of credit.
Claimant issued the letter of credit.
Extended due date of Trust Receipt; Defendant defaulted in paying for the Trust Receipt.
Claimant debited a fee of S$6,343.88 from the defendant’s account as renewal fees for the EFS Trade Facility.
Defendant executed a purchase contract with Vijayanagar Foods & Nutraceuticals Pvt Ltd.
Defendant concluded an agreement with its buyer for the sale of two containers of virgin coconut oil.
Claimant cancelled the Letter of Credit.
Defendant sent letter to Shook Lin & Bok LLP acknowledging the outstanding amount with Maybank.
Claimant's solicitors issued a letter of demand to the defendant to recall the entire banking facilities.
Claimant instructed SLB to issue a Statutory Demand against the defendant.
Claimant filed CWU 87.
Judgment reserved.
Judgment date.

7. Legal Issues

  1. Winding up
    • Outcome: The court allowed the winding up application.
    • Category: Substantive
  2. Contractual Discretion
    • Outcome: The court found that the claimant did not wrongfully exercise its contractual discretion to recall the banking facilities.
    • Category: Substantive

8. Remedies Sought

  1. Winding up order

9. Cause of Actions

  • Winding up
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Insolvency Litigation

11. Industries

  • Banking
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Metalform Asia Pte Ltd v Holland Leedon Pte LtdCourt of AppealYes[2007] 2 SLR(R) 268SingaporeCited for the principle that it is the duty of the court to direct a winding up when the debtor fails to pay an undisputed debt after being served with a statutory demand.
BNP Paribas v Jurong Shipyard Pte LtdCourt of AppealYes[2009] 2 SLR(R) 949SingaporeCited for the principle that the court may exercise its discretion not to grant a winding up order when public policy considerations are engaged.
Pacific Recreation Pte Ltd v S Y Technology Inc and another appealCourt of AppealYes[2008] 2 SLR(R) 491SingaporeCited for the principle that the applicable standard for assessing whether there is a substantial and bona fide dispute over the debt claimed by the creditor is no more than that for resisting a summary judgment application, ie, the debtor would have to raise triable issues.
AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co)Court of AppealYes[2020] 1 SLR 1158SingaporeCited for the principle that the court should stay or dismiss the winding up application if the debtor can raise triable issues regarding a genuine and serious cross-claim equal to or exceeding the debt.
Atlas Equifin Pte Ltd v Electronic Cash and Payment Solutions (S) Pte Ltd (Andy Lim and others, non-parties)High CourtYes[2023] 3 SLR 900SingaporeCited for the clarification that any linguistic divergence between the “triable issues” standard in Pacific Recreation and the “unlikely to succeed” standard in Metalform was “a distinction without difference”.
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 Theme Park Investments Ltd)High CourtYes[2011] 4 SLR 997SingaporeCited for the clarification that any linguistic divergence between the “triable issues” standard in Pacific Recreation and the “unlikely to succeed” standard in Metalform was “a distinction without difference”.
Strategic Construction Pte Ltd v JH Projects Pte LtdHigh CourtYes[2018] 4 SLR 1192SingaporeCited for the clarification that any linguistic divergence between the “triable issues” standard in Pacific Recreation and the “unlikely to succeed” standard in Metalform was “a distinction without difference”.
BDG v BDHHigh CourtYes[2016] 5 SLR 977SingaporeCited for the explanation of how a court should apply the “triable issue” standard.
Adcrop Pte Ltd v Gokul Vegetarian Restaurant and Cafe Pte Ltd (Rajeswary d/o Sinan and another, non-parties)High CourtYes[2023] SGHC 152SingaporeCited as an example of issues that have satisfied the “triable issue” standard.
6DM (S) Pte Ltd v AE Brands Korea Ltd and others and another matterHigh CourtYes[2022] 3 SLR 1300SingaporeCited as an example of issues that have satisfied the “triable issue” standard.
BWF v BWGHigh CourtYes[2020] 3 SLR 894SingaporeCited as an example of issues that have satisfied the “triable issue” standard.
Founder Group (Hong Kong) Ltd (in liquidation) v Singapore JHC Co Pte LtdHigh CourtYes[2023] SGHC 159SingaporeCited for the reason for adopting the “triable issue” standard.
ABN AMRO Clearing Bank NV v 1050 Capital Pte LtdHigh CourtYes[2016] 1 SLR 186SingaporeCited for the method to interpret the scope of the relevant clause and determine whether compliance is to be measured to the objective or subjective standard of reasonableness.
Koh Kim Teck and another v Credit Suisse AG, Singapore BranchHigh CourtYes[2019] SGHC 82SingaporeCited for the use of implied terms to the effect that the contractual discretion will be exercised objectively reasonably.
TYC Investment Pte Ltd and others v Tay Yun Chwan Henry and anotherHigh CourtYes[2014] 4 SLR 1149SingaporeCited for the use of implied terms to the effect that the contractual discretion will not be exercised arbitrarily, capriciously, or irrationally.
Braganza v BP Shipping LtdUK Supreme CourtYes[2015] 1 WLR 1661United KingdomCited for the adoption of an expanded default set of implied terms to control the exercise of a contractual discretion in the context of an employment contract.
Leiman, Ricardo and another v Noble Resources ltd and anotherHigh CourtYes[2018] SGHC 166SingaporeCited for the application of the UK Supreme Court decision of Braganza v BP Shipping Ltd [2015] 1 WLR 1661.
Abu Dhabi National Tanker Co v Product Star Shipping Ltd, The Product Star (No 2)English Court of AppealYes[1993] 1 Lloyd’s Rep 397EnglandCited for the reason for the control of a party’s exercise of a contractual discretion.
Philip John Woolley v Fonterra Co-operative Group LimitedNew Zealand Court of AppealYes[2023] NZCA 266New ZealandCited for the reason for the control of a party’s exercise of a contractual discretion.
Dong Wei v Shell Eastern Trading (Pte) Ltd and anotherAppellate Division of the High CourtYes[2022] 1 SLR 1318SingaporeCited for the obiter remarks that the limitations on contractual discretion should not apply to a discretion to terminate a contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Winding up
  • Trust Receipt
  • Letter of Credit
  • EFS Trade Facility
  • Statutory Demand
  • Banking facilities
  • Contractual discretion

15.2 Keywords

  • Winding up
  • Insolvency
  • Contract
  • Maybank
  • Synergy Global Resources

17. Areas of Law

Area NameRelevance Score
Winding Up95
Insolvency Law90
Contract Law60

16. Subjects

  • Insolvency
  • Contract Law