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Inter-Pacific Petroleum Pte Ltd (in liquidation) v Goh Jin Hian [2024] SGHC 178
A director of an insolvent company owes a duty to consider the interests of creditors, and a failure to exercise reasonable diligence in monitoring the company's affairs, leading to the company being used as a vehicle for fraud, constitutes a breach of duty.
Firstlink Energy Pte Ltd v Creanovate Pte Ltd and Another Action [2006] SGHC 240
The court held that the term 'loan' in sections 162 and 163 of the Companies Act includes 'advances', and that directors who breach their fiduciary duties are liable to make restitution to the company.
HSBC (Malaysia) Trustee Bhd and Others v Soon Cheong Pte Ltd [2006] SGHC 193
A director's power to refuse to register a share transfer is not unfettered but the court will not interfere if the director's reasons are legitimate and based on proper principles.
Paillart Philippe Marcel Etienne and Another v Eban Stuart Ashley and Another [2006] SGHC 187
A party is entitled to declaratory relief even if a default judgment has been obtained against a co-defendant, provided there is a real controversy and the declaration serves a purpose.
Pacrim Investments Pte Ltd v Tan Mui Keow Claire and Another [2004] SGHC 240
A company secretary has no power to register share transfers without board authority, and a pledge of share certificates accompanied by a blank transfer constitutes an equitable mortgage, which may breach a moratorium on share transfers.
Ng Heng Liat and Others v Kiyue Co Ltd and Another [2003] SGHC 62
The rule in Foss v Harbottle applies to counterclaims with equal force as it does to claims, meaning a shareholder cannot bring a derivative counterclaim without obtaining leave of court under s 216A of the Companies Act.
Chip Thye Enterprises Pte Ltd (in liquidation) v Phay Gi Mo and Others [2003] SGHC 307
Directors owe fiduciary duties to the company, and when a company is insolvent, these duties extend to the interests of the creditors. Directors who misapply company funds or declare dividends while the company is insolvent are in breach of these duties.
Lim Weng Kee v Public Prosecutor [2002] SGHC 193
The standard of 'reasonable diligence' for directors under s 157(1) of the Companies Act is objective, and this standard applies to both civil and criminal breaches of the duty.
UOB Venture Investments Ltd v Tong Garden Holdings Pte Ltd and Others [2000] SGHC 228
A company's contractual obligation to redeem preference shares is absolute, and the company cannot rely on s 70(3) of the Companies Act to excuse non-performance if it has failed to take reasonable steps to secure the necessary funds.