Zhu Su v Three Arrows Capital Ltd: Appeal of Insolvency Order under IRDA

Zhu Su and Kyle Livingston Davies, directors of Three Arrows Capital Pte Ltd, applied for permission to appeal a High Court decision refusing to set aside orders, including an order under s 244 of the Insolvency, Restructuring and Dissolution Act 2018, made against them in relation to the liquidation of Three Arrows Capital Ltd. The Court of Appeal dismissed the applications, holding that an order under s 244 of the IRDA is a final order, not an interlocutory order, and therefore permission to appeal was not required.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Applications dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The Court of Appeal dismissed applications for permission to appeal an order under s 244 of the IRDA, holding it was a final order.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Three Arrows Capital LtdRespondentCorporationSuccessful defenseWon
Christopher FarmerRespondentIndividualSuccessful defenseWon
Russell CrumplerRespondentIndividualSuccessful defenseWon
Kyle Livingston DaviesApplicantIndividualApplication dismissedLost
Zhu SuApplicantIndividualApplication dismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeNo
Kannan RameshJudge of the Appellate DivisionYes

4. Counsels

Counsel NameOrganization
Leo Zhen Wei LionelWongPartnership LLP
T AbiramiWongPartnership LLP
Liu Zhao XiangWongPartnership LLP
Manoj Pillay SandrasegaraWongPartnership LLP
Muhammed Ismail bin K.O. NoordinWongPartnership LLP
Kwong Kai ShengWongPartnership LLP
Lim Yi ZhengAdvocatus Law LLP
Christopher Anand s/o DanielAdvocatus Law LLP
Harjean KaurAdvocatus Law LLP
Yeo Yi Ling EileenAdvocatus Law LLP
Saadhvika JayanthAdvocatus Law LLP

4. Facts

  1. Mr. Zhu and Mr. Davies were directors of TA-SG, which owned 100% of the shares in TA-BVI.
  2. TA-BVI was undergoing liquidation proceedings in the BVI.
  3. Respondents sought recognition of TA-BVI’s liquidation proceedings in Singapore.
  4. The Judge allowed OA 317, recognizing the liquidators as foreign representatives.
  5. Respondents sought an order for TA-SG to submit an affidavit regarding its dealings with TA-BVI.
  6. The Judge allowed SUM 3802, ordering the Applicants to submit affidavits detailing TA-SG’s and their own dealings with TA-BVI.
  7. The Applicants failed to comply with the Disclosure Order.
  8. The Respondents sought and were granted permission to apply for orders of committal against the Applicants.
  9. The Judge granted the Committal Orders, sentencing the Applicants to four months’ imprisonment for contempt of court.
  10. The Applicants did not appeal the Disclosure Order or the Committal Orders.
  11. The Applicants applied to set aside the Disclosure Order, the Committal Orders, and the Leave Orders.
  12. The Judge dismissed the Setting Aside Applications.
  13. The Applicants filed the Applications seeking permission to appeal the Judge's decision.

5. Formal Citations

  1. Zhu Su v Three Arrows Capital Ltd, Originating Application No 37 of 2023, [2024] SGCA 14
  2. Kyle Livingston Davies v Three Arrows Capital Ltd, Originating Application No 38 of 2023, [2024] SGCA 14

6. Timeline

DateEvent
Insolvency, Restructuring and Dissolution Act 2018 enacted
Respondents filed HC/OA 317/2022 for recognition of TA-BVI’s liquidation proceedings
OA 317 allowed by the Judge
Respondents filed HC/SUM 3802/2022 seeking an order for TA-SG to submit an affidavit
SUM 3802 allowed by the Judge; Disclosure Order issued
Respondents sought permission to apply for orders of committal
Permission granted by the Judge; Leave Orders issued
Applications for orders of committal granted by the Judge; Committal Orders issued
Mr. Zhu arrested and committed to prison
Respondents filed HC/SUM 3306/2023 under s 244 of the IRDA
Mr. Zhu applied to set aside the Disclosure Order, Committal Orders, and Leave Orders
Mr. Davies applied to set aside the Disclosure Order, Committal Orders, and Leave Orders
The Judge dismissed the Setting Aside Applications and granted SUM 3306
Applications filed
Mr. Zhu examined on 12 and 13 December 2023 by an Assistant Registrar in chambers
Applications dismissed
Grounds of Decision released

7. Legal Issues

  1. Interlocutory vs. Final Order
    • Outcome: The Court of Appeal held that an order under s 244 of the IRDA is a final order, not an interlocutory order.
    • Category: Procedural
    • Sub-Issues:
      • Permission to appeal
      • Interpretation of Supreme Court of Judicature Act, Fifth Schedule, para 3(l)

8. Remedies Sought

  1. Permission to appeal
  2. Setting aside of Disclosure Order
  3. Setting aside of Committal Orders
  4. Setting aside of Leave Orders

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Commercial Litigation
  • Insolvency Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Dorsey James Michael v World Sport Group Pte LtdCourt of AppealYes[2013] 3 SLR 354SingaporeCited for the principle that “order” in para 3(l) means an “interlocutory order”.
Telecom Credit Inc v Midas United Group LtdCourt of AppealYes[2019] 1 SLR 131SingaporeCited for the principle that “order” in para 3(l) means an “interlocutory order”.
Bozson v Altrincham Urban District CouncilKing's BenchYes[1903] 1 KB 547England and WalesCited for the Bozson test to determine if an order is final or interlocutory.
Salaman v WarnerQueen's BenchYes[1891] 1 QB 734England and WalesCited to contrast the Bozson test with the Salaman test.
Wellmix Organics (International) Pte Ltd v Lau Yu ManHigh CourtYes[2006] 2 SLR(R) 525SingaporeCited for affirming the Bozson test in Singapore jurisprudence.
Jumabhoy Asad v Aw Cheok Huat Mick and othersCourt of AppealYes[2003] 3 SLR(R) 99SingaporeCited for holding that an order under s 285 of the Companies Act was an interlocutory order.
PricewaterhouseCoopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation)Court of AppealYes[2015] 3 SLR 665SingaporeCited for following Jumabhoy that an order under s 285 of the Companies Act was an interlocutory order.
OpenNet Pte Ltd v Info-communications Development Authority of SingaporeHigh CourtYes[2013] 2 SLR 880SingaporeCited for the principle that permission to appeal an order giving or refusing leave to apply for judicial review is not needed.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
Supreme Court of Judicature Act 1969Singapore
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Interlocutory order
  • Final order
  • Permission to appeal
  • Insolvency, Restructuring and Dissolution Act 2018
  • Disclosure Order
  • Committal Orders
  • Setting Aside Applications
  • Bozson test
  • s 244 IRDA
  • s 285 Companies Act

15.2 Keywords

  • Insolvency
  • Appeal
  • Interlocutory
  • Final Order
  • IRDA
  • Companies Act
  • Singapore

17. Areas of Law

Area NameRelevance Score
Civil Procedure85
Bankruptcy75
Restructuring and Dissolution70
Liquidator60
Contempt of Court40
Criminal Procedure30
Commercial Disputes20

16. Subjects

  • Insolvency
  • Civil Procedure
  • Appeals
  • Interlocutory Orders
  • Final Orders