SCP Holdings v I Concept Global Growth Fund: Winding-Up and Bankruptcy Proceedings, Moneylenders Act
SCP Holdings Pte Ltd (SCP) and Sim Eng Tong (Sim) filed applications to prevent winding-up and bankruptcy proceedings, respectively, against them by I Concept Global Growth Fund (ICG) and Liw Chai Yuk (Liw) in the General Division of the High Court of Singapore. Chua Lee Ming J dismissed both applications on 26 September 2023, finding that the alleged oral agreement for convertible loan agreements was unsustainable and that the Moneylenders Act 2008 did not apply to the loan agreements in question. The applications sought to set aside statutory demands issued by ICG and Liw. SCP and Sim have appealed the decisions.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Applications dismissed.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Applications to prevent winding-up and bankruptcy proceedings were dismissed, as the alleged oral agreement was unsustainable and the Moneylenders Act did not apply.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| SCP Holdings Pte Ltd | Applicant | Corporation | Application dismissed | Lost | |
| I Concept Global Growth Fund | Respondent | Corporation | Judgment for Respondent | Won | |
| Sim Eng Tong | Claimant | Individual | Application dismissed | Lost | |
| Liw Chai Yuk | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Too Fang Yi | Dentons Rodyk & Davidson LLP |
| Tan Yi Lei | Virtus Law LLP |
4. Facts
- SCP was a majority shareholder of Biomax Holdings Pte Ltd.
- Sim was a shareholder of Biomax and a director of both SCP and Biomax.
- SCP and ICG entered into a loan agreement for $300,000 with 3% interest per annum.
- Liw and Sim entered into a loan agreement for $47,725.10 with 3% interest per annum.
- SCP and Sim alleged an oral agreement for convertible loan agreements totaling $2m.
- ICG and Liw denied the existence of the alleged oral agreement.
- SCP and Sim did not repay the loans under the ICG Loan Agreement and the Liw Loan Agreement.
5. Formal Citations
- SCP Holdings Pte Ltd v I Concept Global Growth Fund and another matter, , [2023] SGHC 269
6. Timeline
| Date | Event |
|---|---|
| Biomax appointed Avalon Partners Pte Ltd as a consultant. | |
| SCP and ICG entered into the ICG Loan Agreement. | |
| Deed of Charge dated. | |
| $100,000 disbursed from ICG to SCP. | |
| $200,000 disbursed from ICG to SCP. | |
| Liw and Sim entered into the Liw Loan Agreement. | |
| ICG served a statutory demand on SCP. | |
| Liw served a statutory demand on Sim. | |
| SCP filed OA 421. | |
| Sim filed OSB 38. | |
| Judgment issued. |
7. Legal Issues
- Whether there was an oral agreement as alleged by SCP and Sim
- Outcome: The court found that there was no triable issue as to whether the alleged oral agreement existed.
- Category: Substantive
- Whether the ICG Loan Agreement and/or the Liw Loan Agreement contravened the Moneylenders Act
- Outcome: The court found that neither the ICG Loan Agreement nor the Liw Loan Agreement contravened the Moneylenders Act.
- Category: Substantive
8. Remedies Sought
- Injunction to restrain winding-up/bankruptcy application
- Order to set aside the statutory demand
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Insolvency Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Pacific Recreation Pte Ltd v S Y Technology Inc | High Court | Yes | [2008] 2 SLR(R) 491 | Singapore | Cited for the principle that the court will set aside a statutory demand if there are triable issues as to whether the debt is payable. |
| Mohd Zain bin Abdullah v Chimbusco International Petroleum (Singapore) Pte Ltd | High Court | Yes | [2014] 2 SLR 446 | Singapore | Cited for the principle that the court will set aside a statutory demand if there are triable issues as to whether the debt is payable. |
| City Hardware Pte Ltd v Kenrich Electronics Pte Ltd | High Court | Yes | [2005] 1 SLR(R) 733 | Singapore | Cited for the principle that the Moneylenders Act is not applicable to commercial transactions between experienced business entities. |
| Donald McArthy Trading Pte Ltd and others v Pankaj s/o Dhirajlal (trading as TopBottom Impex) | High Court | Yes | [2007] 2 SLR(R) 321 | Singapore | Cited for the principle that the Moneylenders Act is not applicable to commercial transactions between experienced business entities. |
| Sheagar s/o T M Veloo v Belfield International (Hong Kong) Ltd | Court of Appeal | Yes | [2014] 3 SLR 524 | Singapore | Cited for the principle that the Moneylenders Act was not intended to stifle the flow of credit in the business domain and for the burden of proof regarding excluded moneylenders. |
| North Star (S) Capital Pte Ltd v Yip Fook Meng | High Court | Yes | [2022] 1 SLR 677 | Singapore | Cited for the burden of proof regarding excluded moneylenders and for the tests to determine whether a person is in the business of moneylending. |
| Ang Eng Thong v Lee Kiam Hong | High Court | Yes | [1998] SGHC 64 | Singapore | Cited for the principle that there must be an ongoing and routine series of moneylending transactions to be considered in the business of moneylending. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Moneylenders Act 2008 (2020 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Statutory demand
- Winding-up
- Bankruptcy
- Convertible loan agreement
- Moneylenders Act
- Agreement to agree
- Interim loan
15.2 Keywords
- Insolvency
- Bankruptcy
- Winding up
- Moneylenders Act
- Loan agreement
- Statutory demand
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 75 |
| Credit and Security | 70 |
| Money and moneylenders | 70 |
| Bankruptcy | 60 |
| Winding Up | 60 |
| Contract Law | 50 |
| Banking and Finance | 30 |
16. Subjects
- Insolvency Law
- Contract Law
- Financial Law