Victory International v Borrelli: Receiver's Duties & Legal Profession Act Assessment
Victory International Holdings Pte Ltd appealed to the Appellate Division of the High Court of Singapore on 25 October 2024 against the decision in HC/OA 1214/2023, involving Cosimo Borrelli and Clifford Chance Pte Ltd. The appeal concerned whether a receiver is obliged to provide information to a chargor and whether a solicitor's bill of costs may be assessed under the Legal Profession Act. The court partially allowed the appeal, ordering CCPL to deliver its bill for assessment.
1. Case Overview
1.1 Court
Appellate Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Victory appeals against the decision that Borrelli need not provide a report and CCPL's bill need not be assessed. Appeal partially allowed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Victory International Holdings Pte Ltd | Appellant, Claimant | Corporation | Appeal Allowed in Part | Partial | Jimmy Yim Wing Kuen SC, Hing Shan Shan Blossom, Chloe Shobhana Ajit, Nikhil Daniel Angappan, Adam Tan Ern-Ming |
| Cosimo Borrelli | Respondent, Defendant | Individual | Appeal Partially Lost | Partial | Nish Kumar Shetty, Krishna Elan, Choo Ian Ming |
| Clifford Chance Pte Ltd | Respondent, Defendant | Corporation | Appeal Partially Lost | Partial | Nish Kumar Shetty, Krishna Elan, Choo Ian Ming |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge of the Appellate Division | No |
| See Kee Oon | Judge of the Appellate Division | Yes |
| Mavis Chionh Sze Chyi | Judge of the High Court | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Jimmy Yim Wing Kuen SC | Drew & Napier LLC |
| Hing Shan Shan Blossom | Drew & Napier LLC |
| Chloe Shobhana Ajit | Drew & Napier LLC |
| Nikhil Daniel Angappan | Drew & Napier LLC |
| Adam Tan Ern-Ming | Drew & Napier LLC |
| Nish Kumar Shetty | Cavenagh Law LLP |
| Krishna Elan | Cavenagh Law LLP |
| Choo Ian Ming | Cavenagh Law LLP |
4. Facts
- Victory defaulted on a US$2.5m loan from Navis under a Facility Agreement dated 13 June 2017.
- Victory pledged its shares in OPV SG to Navis as security for the loan.
- Navis appointed Mr. Borrelli as receiver to complete the drag-along sale of Victory's shares.
- Victory sought orders for Mr. Borrelli to furnish documents and reports related to the sale.
- Victory sought an order for CCPL's bill of costs to be assessed.
- The Judge ordered Mr. Borrelli to furnish a copy of the Minority SPA to Victory.
- The Judge did not order Mr. Borrelli to provide the Report to Victory.
- The Judge did not order CCPL to deliver its bill of costs to Victory.
5. Formal Citations
- Victory International Holdings Pte Ltd v Borrelli, Cosimo and another, Civil Appeal No 31 of 2024, [2025] SGHC(A) 1
6. Timeline
| Date | Event |
|---|---|
| Shareholders’ agreement signed | |
| Facility Agreement signed | |
| Share Pledge signed | |
| Drawdown date of Loan | |
| Final Repayment Date | |
| Navis issued a sale notice to Victory | |
| Navis issued a drag-along notice to Victory | |
| Navis issued a default notice to Victory | |
| Deed of Appointment signed | |
| Suit 781 stayed in favour of arbitration | |
| Decision to stay Suit 781 upheld on appeal | |
| Arbitration commenced | |
| Arbitral tribunal rejected Victory’s application for an interim injunction | |
| Minority SPA signed | |
| Mr Bance resigned as a receiver | |
| Completion date of Minority SPA | |
| OA 1214 commenced | |
| Victory filed its notice of appeal | |
| Hearing of the appeal |
7. Legal Issues
- Receiver's Duties to Chargor
- Outcome: The court held that the receiver has a limited duty to account to the chargor, but is not obliged to provide the requested report.
- Category: Substantive
- Sub-Issues:
- Obligation to provide information
- Obligation to produce documents
- Assessment of Solicitor's Bill of Costs
- Outcome: The court held that Victory had standing to seek assessment of CCPL's bill of costs and that there was no 'payment' for the purposes of s 122 of the LPA.
- Category: Procedural
- Sub-Issues:
- Standing to apply for assessment
- Special circumstances for assessment after payment
8. Remedies Sought
- Production of Documents
- Account of Sale Proceeds
- Report on Receiver's Actions
- Consequential Relief for Losses
- Delivery of Bill of Costs
- Assessment of Bill of Costs
9. Cause of Actions
- Breach of Contract
- Breach of Duty
10. Practice Areas
- Commercial Litigation
- Insolvency
- Debt Recovery
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| BP Singapore Pte Ltd v Jurong Aromatics Corp Pte Ltd (receivers and managers appointed) and others and another appeal | Court of Appeal | Yes | [2020] 1 SLR 627 | Singapore | Cited to describe the limited duties owed by a receiver to the chargor. |
| Gomba Holdings UK Ltd and others v Minories Finance Ltd and Others | English Court of Appeal | Yes | [1988] 1 WLR 1231 | England and Wales | Cited for the view that the agency of a receiver is not an ordinary agency and the receiver's primary duty is to the chargee. |
| Silven Properties Ltd v Royal Bank of Scotland plc | Unknown | Yes | [2004] 1 WLR 997 | England and Wales | Cited for the principle that the scope of duties must depend on the special nature of the tripartite relationship. |
| Roberto Building Material Pte Ltd and others v Oversea-Chinese Banking Corp and another | High Court | Yes | [2003] 3 SLR(R) 217 | Singapore | Cited for the principle that there is no duty to exercise the power of sale at any one specific point in time. |
| Downsview Nominees Ltd v First City Corporation Ltd | Privy Council | Yes | [1993] AC 295 | New Zealand | Cited for the principle that a receiver owes a duty to the chargor to exercise reasonable care to obtain the proper price when exercising his power of sale. |
| Hang Huo Investment Pte Ltd v Wong Pheng Cheong Martin | High Court | Yes | [2024] SGHC 32 | Singapore | Cited for the principle that private receivers owe a duty to account to the company. |
| Medforth v Blake | Unknown | Yes | [2000] Ch 86 | England and Wales | Cited for the principle that where a receiver chooses to carry on the chargor’s business, the receiver must exercise due care. |
| Gomba Holdings UK Ltd and others v Homan and another | Unknown | Yes | [1986] 1 WLR 1301 | England and Wales | Cited for the principle that any right that a chargor may have to information from the receiver is circumscribed by the receiver’s primary duty to the chargee. |
| Re Geneva Finance; Quigley (Receiver and Manager appointed) v Cook and others | Supreme Court of Western Australia | Yes | (1992) 7 ACSR 415 | Australia | Discussed in relation to the 'prejudice' test for access to company records during receivership, but ultimately not followed. |
| Boulos v Carter and another (as receivers and managers of TARBS World TV Australia Pty Ltd) | Unknown | Yes | (2005) 220 ALR 572 | Australia | Cited for the principle that documents in the receiver’s possession must be handed over to the company post-receivership. |
| Riaz LLC v Sharil bin Abbas (through his deputy and litigation representative, Salbeah bte Paye) | High Court | Yes | [2013] 4 SLR 736 | Singapore | Cited to identify the three groups of people that may apply for assessment under s 120 of the LPA. |
| Kosui Singapore Pte Ltd v Thangavelu | High Court | Yes | [2015] 5 SLR 722 | Singapore | Cited for the purpose of the requirement that the party chargeable must make the application for assessment before the payment of the bill of costs. |
| Sports Connection Pte Ltd v Asia Law Corp and another | High Court | Yes | [2010] 4 SLR 590 | Singapore | Cited for the principle that it is only when either of these disqualifying events are triggered that a court will consider whether there are special circumstances. |
| Ho Cheng Lay v Low Yong Sen | High Court | Yes | [2009] 3 SLR(R) 206 | Singapore | Cited for the principle that there was no “payment” for the purposes of s 122 of the Legal Profession Act where a solicitor had paid himself out of sale proceeds that he was holding for his client, without informing the client. |
| H&C S Holdings Pte Ltd v Gabriel Law Corp | High Court | Yes | [2018] SGHC 168 | Singapore | Cited for the principle that the client’s consent is needed if monies held in the client account are used. |
| Menzies v Oakwood Solicitors Ltd | United Kingdom Supreme Court | Yes | [2024] 1 WLR 4745 | United Kingdom | Cited for the principle that “payment” requires an agreement to the sum taken or to be taken by way of payment of the bill of costs. |
| Kintyre Park Development Pte Ltd v Cooma Lau & Joh | High Court | Yes | [1990] 1 SLR(R) 739 | Singapore | Cited for the principle that a payment by a person without admission of the amount for which he is liable is not a payment for the purpose of s 119(1) of Cap 161. |
| In re Hirst & Capes | Unknown | Yes | [1908] 1 KB 982 | England and Wales | Cited for the principle that it would be absurd to say that, where a party has prima facie a right to taxation, and has expressed to the other party his intention to obtain taxation of the bill, he can be deprived of his right because the other party chooses to pay the bill. |
| Tim Martin Interiors Ltd v Akin Gump LLP | English Court of Appeal | Yes | [2012] 1 WLR 2946 | England and Wales | Discussed in relation to the principle that if a bill has been paid by the client, then on the face of it the issue as to payment or repayment ought to lie between the client and the third party, not between the solicitor and the third party. |
| Mirror Group Newspapers plc v Maxwell & others | Unknown | Yes | [1998] BCC 324 | England and Wales | Discussed in relation to a situation where an estate might take issue with the amount claimed by a receiver as disbursements, without necessarily challenging the reasonableness of the fees charged by the solicitors to their clients. |
| In re Bignold | Unknown | Yes | (1845) 9 Beav 269 | England and Wales | Discussed in relation to a situation where a mortgagor challenged the quantum payable to the mortgagee for the mortgagee’s legal fees for reasons other than the reasonableness of the solicitor-and-client costs. |
| Victory International Holdings Pte Ltd v Borrelli, Cosimo and another and another matter | High Court | Yes | [2024] SGHC 79 | Singapore | The judgment being appealed. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Legal Profession Act 1966 (2020 Rev Ed) | Singapore |
| s 120 of the Legal Profession Act 1966 (2020 Rev Ed) | Singapore |
| s 122 of the Legal Profession Act 1966 (2020 Rev Ed) | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Receiver
- Chargor
- Chargee
- Share Pledge
- Facility Agreement
- Drag-along Rights
- Minority SPA
- Sale Proceeds
- Bill of Costs
- Assessment
- Legal Profession Act
- Receivership
- Loan Adjustment Amount
15.2 Keywords
- receiver
- chargor
- bill of costs
- assessment
- legal profession act
- companies
- civil procedure
16. Subjects
- Companies
- Civil Procedure
- Receivers and Managers
- Costs
17. Areas of Law
- Companies Law
- Civil Procedure
- Receivership
- Legal Profession