Ascentury International v Viva Capital: Termination of Winding Up Order
In the case of Ascentury International Company Limited v Viva Capital (SG) Pte Ltd, the General Division of the High Court of Singapore addressed an application by Ascentury International to terminate a winding up order against Viva Capital. The court, presided over by Justice Goh Yihan, granted the termination, conditional upon the liquidators' remuneration and disbursements being paid from Viva Capital's assets. The court considered the interests of the liquidators in deciding to terminate the winding up.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Winding up terminated, effective upon satisfaction of directions sought by the liquidators.
1.3 Case Type
Insolvency
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court terminated Viva Capital's winding up, conditional on liquidators' remuneration and disbursements being paid from Viva Capital's assets.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ascentury International Company Limited | Claimant | Corporation | Application granted | Won | |
| Viva Capital (SG) Pte Ltd | Defendant | Corporation | Winding up terminated | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kang Hui Lin Jasmin | Kelvin Chia Partnership |
4. Facts
- 61 Robinson Pte Ltd filed an application to wind up Viva Capital on 25 July 2023.
- A Winding Up Order was made against Viva Capital on 31 October 2023.
- Ascentury International entered into a Deed of Sale and Assignment of Rights with 61 Robinson Pte Ltd on 26 December 2023.
- Ascentury International agreed to buy all of 61 Robinson Pte Ltd's rights, title, interest, and benefits in the debts owed by Viva Capital.
- Ascentury International applied to terminate the winding up of Viva Capital.
- The liquidators sought directions in relation to their liquidation remuneration and disbursements.
- The winding up was premised on an alleged debt owed by the defendant to 61R in the sum of $467,289.72.
5. Formal Citations
- Ascentury International Co Ltd v Viva Capital (SG) Pte Ltd, Originating Application No 164 of 2024, [2024] SGHC 118
6. Timeline
| Date | Event |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 enacted | |
| 61 Robinson Pte Ltd filed an application to wind up Viva Capital (SG) Pte Ltd | |
| Winding Up Order made against Viva Capital (SG) Pte Ltd | |
| Deed of Sale and Assignment of Rights signed between Ascentury International Company Limited and 61 Robinson Pte Ltd | |
| Judgment issued | |
| Judgment date |
7. Legal Issues
- Termination of Winding Up Order
- Outcome: The court terminated the winding up order, conditional upon the liquidators' remuneration and disbursements being paid from Viva Capital's assets.
- Category: Substantive
- Related Cases:
- [2023] SGHC 315
- [2019] 5 SLR 709
- [2016] 3 SLR 1156
- [2014] NSWSC 439
- (1982) 6 ACLR 526
- [2024] VSC 103
- [2015] NSWSC 1394
- [2022] 1 SLR 771
- Liquidator's Remuneration and Expenses
- Outcome: The court held that the liquidator's remuneration and expenses should be paid out of the company's assets.
- Category: Substantive
- Related Cases:
- [2022] 1 SLR 771
8. Remedies Sought
- Termination of Winding Up Order
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency
- Restructuring
- Liquidation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| 61 Robinson Pte Ltd v Viva Capital (SG) Pte Ltd | High Court | Yes | [2023] SGHC 315 | Singapore | Cited for the Winding Up Order against the defendant. |
| Standard Chartered Bank (Singapore) Ltd v Construction Professional Resources Pte Ltd | High Court | Yes | [2019] 5 SLR 709 | Singapore | Cited regarding the court's power to set aside a winding up order. |
| Phang Choo Ong v Gilcom Investment Pte Ltd (LRG Investments Pte Ltd and another, non-parties) | High Court | Yes | [2016] 3 SLR 1156 | Singapore | Cited for the principles to be extracted from cases in relation to the court’s exercise of discretion under s 279(1) of the Companies Act to stay a winding up. |
| In the matter of Glass Recycling Pty Ltd | New South Wales Supreme Court | Yes | [2014] NSWSC 439 | Australia | Cited for the considerations that inform the court’s discretion to terminate a winding up pursuant to s 482 of the Corporation Act 2001 (Cth). |
| Re Warbler Pty Ltd | Supreme Court of Queensland | Yes | (1982) 6 ACLR 526 | Australia | Cited for the considerations that inform the court’s discretion to terminate a winding up pursuant to s 482 of the Corporation Act 2001 (Cth). |
| Re J & G Flooring Pty Ltd | Victoria Supreme Court | Yes | [2024] VSC 103 | Australia | Cited for the principle that a court would only terminate a winding up if it is satisfied that there are safeguards to the liquidator’s fees and expenses. |
| Isacson v Riad Tayeh & David Solomons as Liquidators of Isacson Pty Ltd | New South Wales Supreme Court | Yes | [2015] NSWSC 1394 | Australia | Cited for the principle that a court would only terminate a winding up if it is satisfied that the liquidators’ legitimate interests have been accommodated. |
| AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Company) | Court of Appeal | Yes | [2022] 1 SLR 771 | Singapore | Cited for the court's reasoning in relation to a liquidator’s remuneration and expenses. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding Up Order
- Liquidation Remuneration
- Liquidation Disbursements
- Termination of Winding Up
- Insolvency, Restructuring and Dissolution Act
- Deed of Sale and Assignment of Rights
- Liquidators
15.2 Keywords
- winding up
- insolvency
- termination
- liquidator
- Singapore
- court
- IRDA
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 95 |
| Winding Up | 95 |
| Restructuring and Dissolution | 80 |
| Judgments and Orders | 50 |
| Civil Procedure | 30 |
16. Subjects
- Insolvency
- Corporate Law
- Civil Procedure