Nature One Dairy v Bicheno Investments: Appeal of Interim Judicial Management Order

Nature One Dairy (Australia) Pte Ltd (“NOD”) appealed against the decision of the Judicial Commissioner to appoint interim judicial managers over NOD, pending the determination of Bicheno Investments Pty Ltd’s (“Bicheno”) application for NOD to be placed under judicial management. The Court of Appeal dismissed the appeal, finding that permission to appeal was required and that there were no grounds to grant such permission. The court held that the Judge did not err in finding a prima facie case of insolvency or in treating the circumstances as sufficiently urgent to warrant the appointment of interim judicial managers.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding the appointment of interim judicial managers for Nature One Dairy. The court dismissed the appeal, finding no grounds for overturning the lower court's decision.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Nature One Dairy (Australia) Pte LtdAppellantCorporationAppeal dismissedLost
Bicheno Investments Pty LtdRespondentCorporationAppeal dismissedWon

3. Judges

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

4. Counsels

Counsel NameOrganization
Tan Siew Bin RonnieCentral Chambers Law Corporation
Twang Kern ZernCentral Chambers Law Corporation
Simone Bamapriya ChettiarCentral Chambers Law Corporation
Ong Tun Wei DannySetia Law LLC
Ayana Ki Su JinSetia Law LLC
Lee Jin LoongSetia Law LLC

4. Facts

  1. Bicheno is a creditor of NOD, holding 80 unsecured convertible notes.
  2. NOD was liable to pay Bicheno approximately A$5.52m as at February 2021.
  3. Bicheno commenced OA 547 and SUM 1559 on 7 June 2024.
  4. NOD’s total current liabilities exceeded its total current assets by S$9.491m.
  5. NOD only had cash in bank of S$3,912.
  6. The Group had incurred losses in each of the years 2021 to 2023.
  7. NOD had not paid a debt of at least A$861,000 owed to Sanston Securities Australia Pty Ltd.

5. Formal Citations

  1. Nature One Dairy (Australia) Pte Ltd v Bicheno Investments Pty Ltd, Civil Appeal No 43 of 2024, [2024] SGCA 44

6. Timeline

DateEvent
Converting Note Subscription Agreement dated
Notice of Annual General Meeting issued by Nature One Dairy
Shareholders objected to the Potential Divestment and Resolution Number 5
Mr Rifai refused to accede to the request
Bicheno commenced OA 547 and SUM 1559
Judge allowed the application and appointed interim judicial managers
CA 43 was filed
NOD filed CA/SUM 24/2024 for permission to appeal the IJM order
NOD filed CA/SUM 25/2024 for permission to adduce further evidence in CA 43
Court invited further submissions on whether permission to appeal was required
Court raised with the parties its observation on the utility of proceeding with CA 43
Judgment date
OA 547 was scheduled to be heard
Judgment date

7. Legal Issues

  1. Whether permission to appeal was required to appeal the IJM order
    • Outcome: The court held that permission to appeal was required.
    • Category: Procedural
    • Related Cases:
      • [2024] 1 SLR 579
  2. Whether permission to appeal should be granted
    • Outcome: The court held that permission to appeal should not be granted.
    • Category: Procedural
    • Related Cases:
      • [2021] 2 SLR 683
  3. Prima facie case of insolvency
    • Outcome: The court found that the Judge did not err in finding that there was a prima facie case of insolvency.
    • Category: Substantive
  4. Urgency for the appointment of interim judicial managers
    • Outcome: The court found that the Judge did not err in treating the circumstances as sufficiently urgent to warrant the appointment of interim judicial managers.
    • Category: Substantive
  5. Objectives of judicial management
    • Outcome: The court found that the Judge did not err in concluding that there was a prima facie case that the objectives of judicial management stated in s 89(1) of the IRDA were satisfied.
    • Category: Substantive

8. Remedies Sought

  1. Appointment of interim judicial managers
  2. Order to place NOD under judicial management

9. Cause of Actions

  • Application for interim judicial management
  • Application for judicial management

10. Practice Areas

  • Commercial Litigation
  • Insolvency Litigation
  • Appeals

11. Industries

  • Dairy Products

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Zhu Su v Three Arrows Capital LtdCourt of AppealYes[2024] 1 SLR 579SingaporeAffirmed the test for an interlocutory order.
Bozson v Altrincham Urban District CouncilKing's Bench DivisionYes[1903] 1 KB 547England and WalesSet out the test for an interlocutory order.
Telecom Credit Inc v Midas United Group LtdCourt of AppealYes[2019] 1 SLR 131SingaporeDiscussed examples of applications that are clearly not interlocutory.
OpenNet Pte Ltd v Infocommunications Development Authority of SingaporeHigh CourtYes[2013] 2 SLR 880SingaporeDiscussed examples of applications that are clearly not interlocutory.
Hin Leong Trading (Pte) Ltd (in liquidation) v Rajah & Tann Singapore LLP and another appealCourt of AppealYes[2022] 2 SLR 253SingaporeDiscussed the purpose of interim judicial management.
Lin Jianwei v Tung Yu-Lien Margaret and anotherCourt of AppealYes[2021] 2 SLR 683SingaporeDiscussed the grounds for granting permission to appeal.
Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd (formerly known as Tong Teik Pte Ltd)Court of AppealYes[2021] 2 SLR 478SingaporeDiscussed the inquiry for whether there was a liability that was due and not whether a demand had been made for payment.
Re Logistics Construction Pte LtdHigh CourtYes[2024] SGHC 78SingaporeNOD relied on this case to argue that a restructuring plan was a necessary pre-condition for an interim judicial management order to be made.
Re KS Energy Ltd and another matterHigh CourtYes[2020] 5 SLR 1435SingaporeDiscussed the principles governing judicial management.
Re X Diamond Capital Pte Ltd (Metech International Ltd, non-party)High CourtYes[2024] 3 SLR 1228SingaporeDiscussed the principles governing judicial management.
Foo Kian Beng v OP3 International Pte Ltd (in liquidation)Court of AppealYes[2024] 1 SLR 361SingaporeDiscussed the director’s duty to consider the interests of creditors in certain circumstances.
Ong Kian Hoy v Liquidator of HSS Engineering Pte LtdHigh CourtYes[2015] 1 SLR 486SingaporeDiscussed the security for costs of an appeal against a winding up order.
In Re Wilson and Sons LtdEnglish Court of AppealYes[1972] 1 WLR 791England and WalesDiscussed the security for costs of an appeal against a winding up order.
In Re Consolidated South Rand Mines Deep LtdUnspecifiedYes[1909] WN 606UnspecifiedDiscussed the security for costs of an appeal against a winding up order.
In the matter of S Y Engineering Company LimitedHong Kong courtYesCivil Appeal No 1986 of 2001Hong KongDiscussed the security for costs of an appeal against a winding up order.
In re Photographic Artists’ Co-operative Supply AssociationUnspecifiedYes(1883) 23 Ch D 370England and WalesDiscussed the security for costs of an appeal against a winding up order.
Cooke v Dunbar Assets plcHigh Court of JusticeYes[2016] EWHC 1888 (Ch)England and WalesDiscussed the security for costs of an appeal against a winding up order.
Re Bathampton Properties LtdUnspecifiedYes[1976] 3 All ER 200England and WalesDiscussed the Bathampton order.
Re Brackland Magazines Ltd and othersUnspecifiedYes[1994] 1 BCLC 190England and WalesDiscussed the discretion afforded to the English courts to make adverse costs orders against non-parties to the proceedings.
Aiden Shipping Co Ltd v Interbulk Ltd, The VimeiraHouse of LordsYes[1986] AC 965 (HL)England and WalesDiscussed the discretion afforded to the English courts to make adverse costs orders against non-parties to the proceedings.

13. Applicable Rules

Rule Name
O 21 r 5 of the Rules of Court 2021

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore
s 89(1) of the Insolvency, Restructuring and Dissolution Act 2018Singapore
s 92 of the IRDASingapore
s 92(1) of the IRDASingapore
s 244 of the IRDASingapore
s 107 of the IRDASingapore
Supreme Court of Judicature Act 1969Singapore
s 29A(1)(c) of the SCJASingapore
paragraph 3(l) of the Fifth Schedule to the Supreme Court of Judicature Act 1969Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Interim judicial management
  • Judicial management
  • Insolvency
  • Converting Note Subscription Agreement
  • Potential Divestment
  • Restructuring plan
  • Creditor Duty
  • Bathampton order

15.2 Keywords

  • Insolvency
  • Judicial Management
  • Interim Judicial Management
  • Appeal
  • Singapore
  • Creditors
  • Debts

17. Areas of Law

Area NameRelevance Score
Insolvency Law95
Judicial Management90
Interim Judicial Management85
Appellate Litigation60
Litigation50
Administrative Law30

16. Subjects

  • Insolvency
  • Judicial Management
  • Civil Procedure
  • Appeals