Kingsmen Exhibits v RegalRare Gem Museum: Winding Up Application Under IRDA s 125(1)(e)
Kingsmen Exhibits Pte Ltd applied for winding-up orders against RegalRare Gem Museum Pte Ltd and Kings Luxury Concepts Pte Ltd in the General Division of the High Court of Singapore. The applications, based on s 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018, were heard by Goh Yihan J. The court allowed the winding-up applications, finding that the companies were deemed unable to pay their debts to Kingsmen. The court also addressed the defendants' allegations of defective works and their repeated requests for adjournments.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Winding-up applications allowed.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Winding-up applications by Kingsmen Exhibits against RegalRare Gem Museum and Kings Luxury Concepts were allowed, based on s 125(1)(e) of the IRDA.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Kingsmen Exhibits Pte Ltd | Claimant | Corporation | Winding-up order granted | Won | |
| RegalRare Gem Museum Pte. Ltd. | Defendant | Corporation | Winding-up order granted | Lost | |
| Kings Luxury Concepts Pte. Ltd. | Defendant | Corporation | Winding-up order granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Kingsmen was engaged by RegalRare for fit-out and renovation works at Paragon Shopping Centre.
- Kingsmen and RegalRare executed a supplemental agreement.
- Kingsmen and Kings Luxury entered into a Guarantee and Indemnity to secure RegalRare's obligations.
- Kingsmen served Payment Claim No 8 on RegalRare for $144,745.68.
- Kingsmen commenced adjudication proceedings against RegalRare under the SOPA.
- The adjudicator determined that RegalRare was to pay Kingsmen $142,045.68.
- Kingsmen served a statutory demand on Kings Luxury for $153,749.43.
5. Formal Citations
- Kingsmen Exhibits Pte Ltd v RegalRare Gem Museum Pte Ltd and another matter, Companies Winding Up Nos 121 and 122 of 2024, [2024] SGHC 238
6. Timeline
| Date | Event |
|---|---|
| Contract signed between RegalRare and Kingsmen for fit-out and renovation works. | |
| Supplemental agreement executed between Kingsmen and RegalRare. | |
| Guarantee and Indemnity executed between Kingsmen and Kings Luxury. | |
| Kingsmen served Payment Claim No 8 on RegalRare. | |
| Kingsmen served a statutory demand on RegalRare. | |
| Adjudicator determined RegalRare was to pay Kingsmen $142,045.68. | |
| Kingsmen's solicitors issued a letter of demand to RegalRare for $150,689.38. | |
| Court ordered RegalRare to pay Kingsmen the adjudicated amount, interest, and costs. | |
| Kingsmen served a copy of the court order on RegalRare. | |
| Kingsmen served a statutory demand on Kings Luxury. | |
| RegalRare and Kings Luxury replied to Kingsmen, recognizing the total amount of S$153,749.43. | |
| Kingsmen reiterated that the outstanding sum of $153,749.43 was due and owing. | |
| RegalRare and Kings Luxury responded, recognizing the total amount and promising a payment schedule. | |
| Kingsmen replied, disagreeing with RegalRare's request for payment by installments. | |
| RegalRare and Kings Luxury repeated that they recognize the total amount and will follow up with a payment schedule. | |
| Kingsmen replied, disagreeing with RegalRare's withholding of payment. | |
| Hearing of the winding-up applications. | |
| Winding-up applications allowed. | |
| Grounds of decision issued. |
7. Legal Issues
- Inability to Pay Debts
- Outcome: The court found that RegalRare and Kings Luxury were deemed unable to pay their debts to Kingsmen under s 125(1)(e) read with s 125(2)(a) of the IRDA.
- Category: Substantive
- Defective Works
- Outcome: The court found that the allegations of defective works were irrelevant to the winding-up applications.
- Category: Substantive
- Adjournments
- Outcome: The court addressed the repeated requests for adjournments and emphasized that defendants should not seek adjournments solely to unduly delay matters.
- Category: Procedural
8. Remedies Sought
- Winding-up order
9. Cause of Actions
- Breach of Contract
- Guarantee and Indemnity
10. Practice Areas
- Commercial Litigation
- Insolvency Law
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chia Vui Khen Jason v HR Easily Pte Ltd | General Division of the High Court | Yes | [2024] SGHC 116 | Singapore | Cited for the principle that the court retains discretion to deny a winding-up application even if the presumption under s 125(2)(a) of the IRDA is engaged. |
| LKM Investment Holdings Pte Ltd v Cathay Theatres Pte Ltd | High Court | Yes | [2000] 1 SLR(R) 135 | Singapore | Cited for the principle that an insolvency court does not generally go behind a court order underlying a judgment debt. |
| JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd (Group Lease Public Co Ltd and another, non-parties) | General Division of the High Court | Yes | [2024] SGHC 195 | Singapore | Cited for the principle that a judgment imposing an obligation on a party gives rise to an indisputable obligation. |
| Diamond Glass Enterprise Pte Ltd v Zhong Kai Construction Co Pte Ltd | Court of Appeal | Yes | [2021] 2 SLR 510 | Singapore | Cited for the principle that it is not open to a judgment debtor to dispute a debt arising from an adjudication determination at the winding-up petition stage. |
| The “Banga Borat” | High Court | Yes | [2009] 2 SLR(R) 613 | Singapore | Cited for the principle that a court will be slow to entertain a belated dispute against the validity of a debt when the debtor's prior conduct militates to the contrary. |
| Ley Choon Constructions and Engineering Pte Ltd v Yew San Construction Pte Ltd | High Court | Yes | [2020] SGHC 108 | Singapore | Cited for the principle that the court has a residual discretion to adjourn winding-up proceedings. |
| BNP Paribas v Jurong Shipyard Pte Ltd | Court of Appeal | Yes | [2009] 2 SLR(R) 949 | Singapore | Cited for the principle that the court has a broad discretion to adjourn a winding-up application due to the draconian nature of a winding-up order. |
| United Overseas Bank Limited v Victor F A Fernandez | High Court | Yes | [2003] SGHC 246 | Singapore | Cited for the principle that the court has a residual discretion to adjourn bankruptcy proceedings, but the debtor must show good reason for the court to exercise such discretion. |
13. Applicable Rules
| Rule Name |
|---|
| Order 36 Rule 2 of the Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Section 125(1)(e) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Section 125(2)(a) of the Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Building and Construction Industry Security of Payment Act 2004 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding-up
- Insolvency
- Statutory Demand
- Adjudication
- Guarantee and Indemnity
- Payment Claim
- IRDA
- SOPA
15.2 Keywords
- Winding up application
- Insolvency
- IRDA
- RegalRare Gem Museum
- Kingsmen Exhibits
- Kings Luxury Concepts
17. Areas of Law
16. Subjects
- Insolvency
- Winding Up
- Construction Dispute