Lin Yueh Hung v Andreas Vogel: Validity of Debt Rejection under IRDA
Lin Yueh Hung and Ng Kian Kiat, as liquidators of CST South East Asia Pte Ltd, applied to the General Division of the High Court of Singapore on 1 November 2023, 29 January 2024, and 2 February 2024, for a determination on the validity of their decision to reject proofs of debt submitted by Andreas Vogel & Partner, Rechtsanwaelte, AV & P Legal LLP, Andreas Vogel Pte Ltd, and Andreas Vogel. The court, presided over by Goh Yihan J, allowed the application, finding some of the debts time-barred under the Limitation Act, lacking contractual basis, or not binding on the company under the Companies Act. The court determined that the liquidators' decisions to reject all of the defendants’ claims were correctly made.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Application Allowed
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Liquidators sought court determination on rejecting proofs of debt. The court allowed the application, finding some debts time-barred or lacking contractual basis.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lin Yueh Hung | Applicant | Individual | Application Allowed | Won | |
| Ng Kian Kiat | Applicant | Individual | Application Allowed | Won | |
| Andreas Vogel & Partner, Rechtsanwaelte, AV & P Legal LLP | Defendant | Limited Liability Partnership | Claims Rejected | Lost | Andreas Vogel of Independent Practitioner |
| Andreas Vogel Pte Ltd | Defendant | Corporation | Claims Rejected | Lost | Andreas Vogel of Independent Practitioner |
| Andreas Vogel | Defendant | Individual | Claims Rejected | Lost | Andreas Vogel of Independent Practitioner |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Yee Ming | Kelvin Chia Partnership |
| Soh Wing Tim | Kelvin Chia Partnership |
| Andreas Vogel | Independent Practitioner |
4. Facts
- Liquidators of CST South East Asia Pte Ltd applied to court to determine the validity of their decision to reject proofs of debt.
- The defendants, Andreas Vogel & Partner, Andreas Vogel Pte Ltd, and Andreas Vogel, submitted proofs of debt.
- The liquidators rejected the proofs of debt, citing time-barred claims, lack of contractual basis, and failure to prove the debts.
- The defendants did not appeal the liquidators' decision under s 190 of the IRDA.
- The liquidators sought a determination under s 181(1)(a) of the IRDA to preclude the possibility of a future challenge by the defendants.
- Some of the debts were incurred before the company's incorporation and were subject to a Letter of Engagement.
- The Letter of Engagement was entered into between CST GmbH and AVPLLP, not the Company.
5. Formal Citations
- Lin Yueh Hung (as liquidators of CST South East Asia Pte Ltd (in members’ voluntary liquidation)) and another v Andreas Vogel & Partner, Rechtsanwaelte, AV & P Legal LLP and others, Originating Application No 220 of 2023, [2024] SGHC 31
6. Timeline
| Date | Event |
|---|---|
| Letter of Engagement dated | |
| Contract for Nominee Director Services dated | |
| Company incorporated in Singapore | |
| CST GmbH transferred all of its shares in the Company to DS GmbH | |
| Company placed under members’ voluntary liquidation | |
| Applicants appointed as the joint and several liquidators | |
| Applicants advertised a notice requesting creditors to submit their claims | |
| Applicants wrote to the defendants requesting them to submit their claims | |
| Deadline for creditors to submit their claims against the Company | |
| Applicants received the defendants’ proofs of debt | |
| Applicants wrote to the defendants requesting further documents in support of their claims | |
| AVPL wrote back to clarify the scope and type of documents that the applicants needed | |
| AVPLLP wrote back to clarify the scope and type of documents that the applicants needed | |
| Applicants responded, stating that AVPLLP and AVPL should include any information that could substantiate their claims | |
| AVPLLP and AVPL provided the applicants with further supporting documents | |
| Deadline for defendants to translate and provide documents | |
| Defendants only managed to translate 15% of the documents concerned | |
| Applicants reached out to the former and current directors of the Company to inquire if they were able to provide any additional information | |
| Applicants reached out to the former and current directors of the Company to inquire if they were able to provide any additional information | |
| Applicants informed the defendants by letter that they had rejected the claims | |
| Applicants wrote to AV again to reiterate the decision | |
| AV sent an email to the applicants objecting to the decision | |
| Loh Kong Hon sent an email to the applicants objecting to the decision | |
| Applicants responded by letter to AVPLLP, requesting the detailed reasons behind its objection and supporting documents thereof, by 28 June 2022 | |
| Applicants were informed that AVPLLP had requested directors of the Company to provide confirmation that the services in the invoices had been performed by AVPLLP and AVPL for the Company | |
| Mr Wagner’s letter acknowledging that the defendants had rendered services to the Company | |
| Applicants brought OA 220 for the court to determine whether their decisions to reject the proofs of debt by the defendants are valid and correct | |
| 2nd Affidavit of Andreas Dieter Vogel dated | |
| 1st Affidavit of Loh Kong Hon dated | |
| High Court granted the first and second defendants’ applications in HC/SUM 1510/2023 and HC/SUM 1511/2023 for permission to be self-represented | |
| Applicants’ Written Submissions dated | |
| Defendant’s Written Submissions dated | |
| Parties made detailed submissions on the merits of OA 220 | |
| Hearing took place | |
| AV sent a proposal to the applicants for their consideration | |
| Judgment issued |
7. Legal Issues
- Validity of Debt Rejection
- Outcome: The court determined that the liquidators’ decision to reject all of the defendants’ claims was correctly made.
- Category: Substantive
- Sub-Issues:
- Time-barred claims
- Lack of contractual basis
- Failure to prove debt
- Time Bar under Limitation Act
- Outcome: The court held that claims for work done before or on 6 June 2015 are time-barred.
- Category: Substantive
- Sub-Issues:
- Accrual of cause of action
- Date of winding up
- Ratification of Pre-Incorporation Contract
- Outcome: The court held that the Company was not bound by the Letter of Engagement because it was not entered into on the Company's behalf and was not ratified.
- Category: Substantive
- Sub-Issues:
- Contract entered into on behalf of the company
- Unequivocal act of ratification
- Quantum Meruit
- Outcome: The court held that the claim in quantum meruit, whether contractual or restitutionary, did not change the analysis of AVPL’s proof of debt and was subject to the Limitation Act.
- Category: Substantive
- Sub-Issues:
- Contractual quantum meruit
- Restitutionary quantum meruit
- Implied contract
- Admissibility of Evidence
- Outcome: The court declined the use of documents in the defendants’ exhibits that did not comply with O 3 r 7(2) of the ROC 2021.
- Category: Procedural
- Sub-Issues:
- Translation of foreign documents
- Certification by court interpreter
8. Remedies Sought
- Determination on the validity of debt rejection
9. Cause of Actions
- Breach of Contract
- Quantum Meruit
10. Practice Areas
- Insolvency
- Liquidation
- Civil Litigation
- Contract Disputes
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lin Yueh Hung (as liquidators of CST South East Asia Pte Ltd (in members’ voluntary liquidation)) and another v Andreas Vogel & Partner, Rechtsanwaelte, AV & P Legal LLP and others | High Court | Yes | [2023] SGHC 208 | Singapore | Cited for granting the first and second defendants’ applications for permission to be self-represented. |
| Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another | High Court | Yes | [2005] 4 SLR(R) 417 | Singapore | Cited for the principle that the court should reject the use of documents that do not satisfy the requirements in O 3 r 7(2) of the Rules of Court 2021. |
| Fustar Chemicals Ltd (Hong Kong) v Liquidator of Fustar Chemicals Pte Ltd | Court of Appeal | Yes | [2009] 4 SLR(R) 458 | Singapore | Cited for the principle that the defendants bear the burden of proving their debts on a balance of probabilities. |
| Esben Finance Ltd and others v Wong Hou-Liang Neil | Court of Appeal | Yes | [2022] 1 SLR 136 | Singapore | Cited for the principle that the underlying cause of action is the breach of contract, and s 6(1)(a) of the LA would apply equally. |
| Re MF Global Australia Ltd (in liq) | New South Wales Supreme Court | Yes | [2012] NSWSC 994 | Australia | Cited for the principle that it would be appropriate for the applicants to bring the present application if they can show that it will be “of advantage in the liquidation”. |
| Re Purchas (as liquidator of Astarra Asset Management Pty Ltd (in liq)) | New South Wales Supreme Court | Yes | [2011] NSWSC 91 | Australia | Cited as a case reviewed by Ward J in relation to s 511 of the Corporations Act 2001 (Cth). |
| Dean-Willcocks v Soluble Solution Hydroponics Pty Ltd | Supreme Court of New South Wales | Yes | (1997) 42 NSWLR 209 | Australia | Cited for the principle that the court may give such a direction where it will be “of advantage in the liquidation”. |
| Handberg (in his capacity as liquidator of S&D International Pty Ltd) v MIG Property Services Pty Ltd | Supreme Court of Victoria | Yes | [2010] VSC 336 | Australia | Cited for the principle that the court may give such a direction where it will be “of advantage in the liquidation”. |
| Tan Cheng Bock v Attorney-General | Court of Appeal | Yes | [2017] 2 SLR 850 | Singapore | Cited for the principle that Parliament does not legislate in vain. |
| Harsha Rajkumar Mirpuri (Mrs) née Subita Shewakram Samtani v Shanti Shewakram Samtani Mrs Shanti Haresh Chugani | High Court | Yes | [2018] 5 SLR 894 | Singapore | Cited for the principle that the court has a supervisory jurisdiction to regulate the conduct of its officers. |
| Lim Oon Kuin and others v Rajah & Tann Singapore LLP and another appeal | Court of Appeal | Yes | [2022] 2 SLR 280 | Singapore | Cited for the test of “whether a fair-minded, reasonably informed member of the public would conclude that the proper administration of justice requires that the legal practitioner be restrained from acting, in the interests of the protection of the integrity of the judicial process including the appearance of justice”. |
| Williamson and another v Nilant | Supreme Court of Western Australia | Yes | [2002] WASC 225 | Australia | Cited as a case where the court granted an injunction to restrain solicitors from acting for the liquidators of a company, because one of the shareholders of the company was also a client of the same solicitors. |
| Then Khek Khoon and another v Arjun Permanand Samtani and another | High Court | Yes | [2012] 2 SLR 451 | Singapore | Cited for the principle that where only breaches of the PCR are concerned, which do not trigger any concurrent breach of legal obligations owed by the counsel to the court or the client at common law, the proper forum for investigation and determination of the breach is the Law Society rather than the court, unless the court’s supervisory jurisdiction is engaged. |
| Prince Jefri Bolkiah v KPMG (a firm) | House of Lords | Yes | [1999] 2 AC 222 | United Kingdom | Cited as an instance where the court’s intervention is required, eg, where “matters impinge on the proper administration of justice, due process and wider public interest issues”. |
| Shi Wen Yue v Shi Minjiu and another | High Court | Yes | [2016] 4 SLR 911 | Singapore | Cited for the principle that neither an Assistant Registrar nor a judge is in a position to offer his own translation. |
| Universal Success Group Limited v Chung Cheong Weng t/a Sin Intergro | District Court | Yes | [2022] SGDC 63 | Singapore | Cited as a case where the court declined to admit WeChat messages in Chinese because they had not been translated pursuant to O 92 r 1 of the Rules of Court (2014 Rev Ed). |
| Reemtsma Cigarettenfabriken GmbH v Hugo Boss AG | High Court | Yes | [2003] 3 SLR(R) 469 | Singapore | Cited for the exception to the procedural requirement where the defendants waived their objection to compliance. |
| Solomon Alliance Management Pte Ltd v Pang Chee Kuan | High Court | Yes | [2019] 4 SLR 577 | Singapore | Cited for the exception to the procedural requirement where the document is predominantly in the English language such that a translation certificate is unnecessary. |
| In re Art Reproduction Co Ltd | Chancery Division | Yes | [1952] Ch 89 | England and Wales | Cited for the principle that the limitation period stops running on the date of the members’ voluntary winding up. |
| In re General Rolling Stock Company | English Court of Appeal | Yes | [1872] LR 7 Ch App 646 | England and Wales | Cited for the rule that the assets of a company should be applied in satisfaction of all the liabilities which existed at the time of the winding-up order. |
| Financial Services Compensation Scheme Ltd v Larnell (Insurances) Ltd (in liquidation) | English Court of Appeal | Yes | [2006] QB 808 | England and Wales | Cited for the principle that the rights of a person who seeks to enforce a claim against the assets of the company in the liquidation are to be ascertained as at the date of the commencement of the liquidation, provided his claim is not time-barred at the date of the winding up. |
| Leong Hin Chuee v Citra Group Pte Ltd and others | High Court | Yes | [2015] 2 SLR 603 | Singapore | Cited for the two requirements that must be satisfied for s 41(1) of the CA to apply. |
| Cosmic Insurance Corp Ltd v Khoo Chiang Poh | Privy Council | Yes | [1979-1980] SLR(R) 703 | Singapore | Cited as a case where the court found that there was a letter showing that the parties’ intention was for the company to be bound by the contract after its incorporation and there was a company resolution passed to bind the company to the pre-incorporation contract. |
| Forman & Co Proprietary, Ltd v The Ship “Liddesdale” | Privy Council | Yes | [1900] AC 190 | United Kingdom | Cited as a case where the court held that there was no implied ratification by the mere fact that the defendant took the ship and sold it, because this was his own property and he made the best he could of it, which could not give the plaintiffs any additional right. |
| Eng Chiet Shoong and others v Cheong Soh Chin and others and another appeal | Court of Appeal | Yes | [2016] 4 SLR 728 | Singapore | Cited for the distinction between contractual quantum meruit and restitutionary quantum meruit. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
| Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
| Limitation Act 1959 | Singapore |
| Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Proof of debt
- Liquidator
- Members’ voluntary liquidation
- Time-barred
- Letter of Engagement
- Ratification
- Quantum meruit
- Insolvency, Restructuring and Dissolution Act
- Limitation Act
- Companies Act
15.2 Keywords
- Insolvency
- Liquidation
- Debt
- Proof of Debt
- Singapore
- High Court
- IRDA
- Limitation Act
- Companies Act
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 80 |
| Winding Up | 75 |
| Proof of Debt | 70 |
| Limitation | 65 |
| Civil Procedure | 60 |
| Contract Law | 50 |
| Ratification | 45 |
| Company Law | 40 |
| Evidence | 30 |
16. Subjects
- Insolvency
- Debt Recovery
- Civil Procedure
- Contract Law