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Jenton Overseas Investment Pte Ltd v Townsing Henry George [2006] SGHC 31
A director breaches fiduciary duties by acting in the interests of a third party (Normandy) rather than the company (NQF) and by unilaterally transferring company funds to satisfy a debt that was not clearly owed by the company.
Ee Kee Chai v Chew Joo Song John and Others [2006] SGHC 225
An ex parte order for the appointment of provisional liquidators will be set aside if the applicant fails to disclose material facts to the court.
JSI Shipping (S) Pte Ltd v Teofoongwonglcloong (a firm) [2006] SGHC 223
In JSI Shipping (S) Pte Ltd v Teofoongwonglcloong [2006] SGHC 223, the High Court dismissed the claim against auditors, ruling that reliance on sampling and management representations, consistent with professional standards, does not constitute negligence or breach of duty.
Summit Co (S) Pte Ltd v Pacific Biosciences Pte Ltd [2006] SGHC 190
The court held that a winding up petition under s 254(1)(i) of the Companies Act cannot be used by a minority shareholder to exit a company at will, and that the breakdown in relationship must be grounded in the conduct of the company's business rather than a mere inability to ag
Wu Yang Construction Group Ltd v Zhejiang Jinyi Group Co, Ltd and Others [2006] SGHC 152
In Wu Yang Construction Group Ltd v Zhejiang Jinyi Group Co, Ltd [2006] SGHC 152, the High Court dismissed the plaintiff's claims of fraud and conspiracy, ruling they lacked evidentiary support. The court ordered the plaintiff to bear all legal costs, emphasizing the high standard of proof required.
Hoban Steven Maurice Dixon and Another v Scanlon Graeme John and Others [2006] SGHC 136
The court held that it does not have an unfettered discretion to re-examine circumstances leading to disputes when parties have entered into a liability agreement to resolve those issues, and that the proviso in the court's directions was not intended to permit re-litigation of s
Re HL Sensecurity Pte Ltd (formerly known as HL Integral Systems Pte Ltd) [2006] SGHC 135
A company may be wound up under s 254(1)(e), (f), and (i) of the Companies Act where it is insolvent, where directors have acted in their own interests, and where there is a breakdown in the relationship between shareholders such that the company cannot function.
Golden Village Multiplex Pte Ltd v Golden Harvest Films Distribution (Pte) Ltd and Another [2006] SGHC 110
A board meeting of a company, once properly convened, can continue even if some directors leave, provided a quorum remains. Procedural irregularities in the appointment of a chairman do not invalidate proceedings unless they cause substantial injustice.
Luk Yue Hong Yvonne v Lim Seng Leong and Another [2005] SGHC 89
The court held that the plaintiff failed to prove oppression under s 216 of the Companies Act as the defendants' actions were motivated by business necessity to mitigate personal losses rather than to oppress the minority shareholder.
Hoban Steven Maurice Dixon and Another v Scanlon Graeme John and Others [2005] SGHC 62
The court cannot exercise jurisdiction to grant relief under s 216(2) of the Companies Act unless a case of oppression or prejudicial conduct has been established.
United Overseas Bank Ltd v Ng Huat Foundations Pte Ltd [2005] SGHC 50
A stay of winding-up proceedings will not be granted where the pending appeal is an exercise in legal futility and constitutes an abuse of the court's process.
Stahltec Metallhandels GmbH v Chuan Ann Metals Pte Ltd and Others [2005] SGHC 46
In Stahltec Metallhandels GmbH v Chuan Ann Metals [2005] SGHC 46, the High Court upheld a retention of title claim for identified goods but rejected claims for conversion against receivers and storage charges, citing the plaintiff's failure to mitigate losses via interim sale orders.
Sim Yong Kim v Evenstar Investments Pte Ltd [2005] SGHC 236
In Sim Yong Kim v Evenstar Investments Pte Ltd [2005] SGHC 236, the High Court dismissed a petition to wind up a company on 'just and equitable' grounds, ruling that a shareholder's desire to exit does not justify dissolution absent evidence of oppression or exclusion from management.
Yeo Gek Lang Susie (administratrix of the estate of Teo Lay Swee) and Others v Guan Soon Development Pte Ltd [2005] SGHC 211
Amendments to a company's Articles of Association take effect from the date the resolution is passed unless otherwise stipulated in the amendment itself.
RBG Resources plc (in liquidation) v Credit Lyonnais [2005] SGHC 204
In RBG Resources plc v Credit Lyonnais [2005], the Singapore High Court dismissed a creditor's application for preferential debt admission, ruling it lacked jurisdiction to bypass statutory insolvency frameworks or override ring-fencing rules in ancillary liquidations.
Re Raffles Town Club Pte Ltd [2005] SGHC 198
The court rejected an application for an extension of time to hold a creditors' meeting because the applicant failed to provide sufficient grounds or evidence to justify the delay.
Fan Juan Fen v Crocodile Holdings Pte Ltd and Another and Another Suit [2005] SGHC 152
The court held that the plaintiff was the legal and beneficial owner of the shares and that the defendants' cancellation of the shares was invalid as it did not comply with the company's articles of association or the Companies Act.
Re Bintan Lagoon Resort Ltd [2005] SGHC 151
The court will only exercise its power under s 227B(10) of the Companies Act to appoint a judicial manager on public interest grounds if it considers that the public interest 'so requires', which is a stringent test not met by mere economic or social impact of a company's failure
Yeoh Peng Lim v Yeo Peng Hay and Another [2005] SGHC 145
The court held that the plaintiff failed to establish grounds for the reversal of debit entries in the company's accounts, as he had signed the audited accounts and audit confirmations with knowledge of the nature of the documents, and the father was the controlling mind of the c
Lim Swee Khiang and Another v Borden Co (Pte) Ltd and Others [2005] SGHC 135
In Lim Swee Khiang v Borden Co, the High Court dismissed a winding-up petition, ruling that rejecting a reasonable share buy-out offer constitutes an abuse of process. The court affirmed that winding up is inappropriate for viable companies when fair settlement alternatives exist.
Re Ng Huat Foundations Pte Ltd [2005] SGHC 112
The court will not grant an application to convene a creditors' meeting for a scheme of arrangement where there is no prospect of the scheme receiving the requisite approval of three-fourths in value of the creditors, or where there has been material non-disclosure.
Quek Hong Yap v Quek Bee Leng and Others [2005] SGHC 111
To succeed under s 216(1)(a) of the Companies Act, the oppression on the part of the defendants must continue up to the date of the proceedings.
Soh Lup Chee and Others v Seow Boon Cheng and Another [2004] SGHC 8
The plaintiffs failed to prove that the valuation of the company shares was tainted by fraud, which was the only ground upon which the consent judgment valuation could be set aside.
Re Horizon Knowledge Solutions Pte Ltd [2004] SGHC 270
The court refused to sanction a scheme of arrangement where related and unrelated creditors were not separately classed, and where there was a lack of transparency regarding material information such as the reverse take-over of the parent company.