Ascentra Holdings v SPGK: Recognition of Foreign Solvent Liquidation Proceedings in Cross-Border Insolvency
The Singapore Court of Appeal heard an appeal by Ascentra Holdings, Inc (in official liquidation), Chua Suk Lin Ivy, and Graham Robinson against the High Court's decision in OS 16/2022, which dismissed their application to recognize Ascentra's Cayman Islands liquidation as a foreign main proceeding under the Insolvency, Restructuring and Dissolution Act 2018. SPGK Pte Ltd was the respondent. The Court of Appeal allowed the appeal in a prior judgment and invited further submissions on whether the recognition should be subject to conditions. This judgment addresses those conditions, ultimately declining to impose most of the respondent's requested conditions, except for terminating the automatic moratorium.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
The Court of Appeal declined to impose the conditions sought by the respondent in respect of the recognition of Ascentra’s Cayman Liquidation as a foreign main proceeding in Singapore, save for the termination of the Automatic Moratorium.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore Court of Appeal considers recognizing Ascentra Holdings' Cayman Islands liquidation as a foreign main proceeding, addressing conditions for recognition.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ascentra Holdings, Inc (in official liquidation) | Appellant, Applicant | Corporation | Appeal allowed in part | Partial | Lee Eng Beng, Yeo En Fei Walter, Han Guangyuan Keith, Angela Phoon Yan Ling, Santhiya d/o Kulasakeran |
| Chua Suk Lin Ivy | Appellant, Applicant | Individual | Appeal allowed in part | Partial | Lee Eng Beng, Yeo En Fei Walter, Han Guangyuan Keith, Angela Phoon Yan Ling, Santhiya d/o Kulasakeran |
| Graham Robinson | Appellant, Applicant | Individual | Appeal allowed in part | Partial | Lee Eng Beng, Yeo En Fei Walter, Han Guangyuan Keith, Angela Phoon Yan Ling, Santhiya d/o Kulasakeran |
| SPGK Pte Ltd | Respondent, Non-party | Corporation | Automatic Moratorium Terminated | Partial | Balakrishnan Ashok Kumar, Loh Song-En Samuel, Stanley Tan Sing Yee, Charlene Goh Kai Ning |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Steven Chong | Justice of the Court of Appeal | No |
| Belinda Ang Saw Ean | Justice of the Court of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lee Eng Beng | Rajah & Tann Singapore LLP |
| Yeo En Fei Walter | Rajah & Tann Singapore LLP |
| Han Guangyuan Keith | Oon & Bazul LLP |
| Angela Phoon Yan Ling | Oon & Bazul LLP |
| Santhiya d/o Kulasakeran | Oon & Bazul LLP |
| Balakrishnan Ashok Kumar | BlackOak LLC |
| Loh Song-En Samuel | BlackOak LLC |
| Stanley Tan Sing Yee | BlackOak LLC |
| Charlene Goh Kai Ning | BlackOak LLC |
4. Facts
- Ascentra is undergoing liquidation in the Cayman Islands.
- The appellants sought recognition of Ascentra’s Cayman Liquidation in Singapore.
- The respondent is a Singapore company and a subsidiary of SPGK Cayman.
- The appellants claim Ascentra has potential claims against the respondent, SPGK Cayman, and Scuderia Bianco Pte Ltd.
- The Cayman Grand Court ordered Ascentra’s Cayman Liquidation to be continued under supervision.
- The Liquidators filed a certificate in the Cayman Grand Court as to Ascentra’s solvency.
- The Liquidators applied for powers in relation to Ascentra’s property and assets in Singapore.
5. Formal Citations
- Ascentra Holdings, Inc (in official liquidation) and others v SPGK Pte Ltd, Civil Appeal No 23 of 2022, [2024] SGCA 2
6. Timeline
| Date | Event |
|---|---|
| Cayman Grand Court ordered Ascentra’s Cayman Liquidation to be continued under supervision and appointed Ms. Chua Suk Lin Ivy and Mr. Graham Robinson as joint official liquidators. | |
| Liquidators filed a certificate in the Cayman Grand Court as to Ascentra’s solvency. | |
| Mr. Robinson stated in a letter that Ascentra was solvent. | |
| Originating Summons No 16 of 2022 filed. | |
| Civil Appeal No 23 of 2022 filed. | |
| Court of Appeal allowed CA 23 and held that Ascentra’s Cayman Liquidation ought to be recognised as a foreign main proceeding in Singapore. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Recognition of Foreign Main Proceeding
- Outcome: The court recognized Ascentra’s Cayman Liquidation as a foreign main proceeding in Singapore under Art 17 of the SG Model Law.
- Category: Substantive
- Related Cases:
- [2023] 2 SLR 421
- Automatic Moratorium
- Outcome: The court terminated the automatic moratorium.
- Category: Procedural
- Investigation Actions
- Outcome: The court declined to impose a requirement for the Liquidators to seek permission before taking any Investigation Actions.
- Category: Procedural
8. Remedies Sought
- Recognition of foreign proceeding
- Powers in relation to Ascentra’s property and assets
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Commercial Litigation
- Insolvency Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ascentra Holdings, Inc (in official liquidation) and others v SPGK Pte Ltd | Court of Appeal | Yes | [2023] 2 SLR 421 | Singapore | Sets out the background facts of the case and the decision to recognize Ascentra's Cayman Liquidation as a foreign main proceeding. |
| Re Ascentra Holdings, Inc (in official liquidation) and others (SPGK Pte Ltd, non-party) | High Court | Yes | [2023] SGHC 82 | Singapore | The High Court decision that was appealed against in this case. |
| The “Ocean Winner” and other matters | High Court | Yes | [2021] 4 SLR 526 | Singapore | Cited for the purpose of the moratorium in s 133 of the IRDA is to prevent all proceedings against the company that could result in any unsecured creditor “stealing a march” on their fellow unsecured creditors. |
| Wang Aifeng v Sunmax Global Capital Fund 1 Pte Ltd and another | High Court | Yes | [2023] 3 SLR 1604 | Singapore | Helpful in considering whether to lift the Automatic Moratorium. |
| Korea Asset Management Corp v Daewoo Singapore Pte Ltd | High Court | Yes | [2004] 1 SLR(R) 671 | Singapore | Summarised the factors that the court should take into account in determining whether permission should be granted for a claimant to commence proceedings against a company in respect of which a winding up order has been made, despite the moratorium under s 133 of the IRDA. |
| PricewaterhouseCoopers LLP and others v Celestial Nutrifoods Ltd (in compulsory liquidation) | High Court | Yes | [2015] 3 SLR 665 | Singapore | In determining whether an order under s 244 of the IRDA should be made, the Singapore court would consider whether there is some reasonable basis for the Liquidators’ belief that the person that is the subject of the application can assist the Liquidators in obtaining relevant information and/or documents, and that the information and/or documents are reasonably required; and balance any conflicting interests involved in deciding whether to grant the order. |
| Picard (foreign representative of Bernard L Madoff Investment Securities LLC) v FIM Advisers LLP | High Court of Justice | Yes | [2010] EWHC 1299 | England and Wales | The court determining any prospective Investigation Action taken out by the Liquidators is perfectly capable of ensuring that only applications which are necessary to protect Ascentra’s or its creditors’ interests are allowed. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Companies Act (2021 Revision) | Cayman Islands |
| Third Schedule to the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Foreign main proceeding
- Automatic moratorium
- Investigation actions
- Cayman liquidation
- Liquidators
- SG Model Law
- Cross-border insolvency
15.2 Keywords
- Insolvency
- Cross-border
- Liquidation
- Singapore
- Cayman Islands
- Recognition
- Moratorium
16. Subjects
- Insolvency
- Cross-Border Insolvency
- Liquidation
17. Areas of Law
- Insolvency Law
- Cross-border insolvency
- Recognition of foreign insolvency proceedings
- Recognition of foreign solvent liquidation proceedings