Bombay Talkies (S) Pte Ltd v United Overseas Bank Limited

CourtCourt of Three Judges (Singapore)
JudgeSundaresh Menon CJ
Judgment Date27 November 2015
Neutral Citation[2015] SGCA 66
Citation[2015] SGCA 66
Subject MatterCompanies - Winding Up
Docket NumberCivil Appeal No 69 of 2015
Published date25 June 2016
Defendant Counseland Chew Ming Hsien Rebecca and Yeo Jianhao Mitchell (Rajah & Tann Singapore LLP)
Plaintiff CounselMadan Assomull (Assomull & Partners)
Hearing Date27 November 2015
Date27 November 2015
Sundaresh Menon CJ (delivering the judgment of the court ex tempore):

A winding-up order was made against the appellant company. The order was made on the basis of the appellant’s deemed insolvency, a statutory demand for payment having been made without being honoured. The underlying debt is not disputed; the only dispute as to quantum concerns the computation of additional charges and costs which have accrued since the issuance of the statutory demand.

In this appeal, the appellant challenges the winding up order that was made below by a High Court judge (“the Judge”) whose decision is published as United Overseas Bank Ltd v Bombay Talkies (S) Pte Ltd [2015] SGHC 142. The main argument canvassed by the appellant’s counsel, Mr Madan Assomull, centred on whether the debt had been compounded to the reasonable satisfaction of the respondent by dint of an arrangement that was entered into between the parties for monthly instalments to be paid to the respondent (“the Repayment Agreement”).

The statutory demand was issued on 21 February 2014 and served on the appellant on 24 February 2014. The Repayment Agreement was set out in a letter from the respondent’s solicitors to the appellant’s solicitors dated 30 April 2014.

The salient parts of the Repayment Agreement provide as follows:

3. Having regard to the foregoing, for the avoidance of doubt and without prejudice to any of our clients’ rights, our clients [ie, the respondent] are prepared to withhold for the time being winding up and/or bankruptcy proceedings and/or execution proceedings under the Consent Judgment [in Originating Summons No 221 of 2014] subject to the following terms: (f) Your clients shall make monthly repayments of the sum of S$33,000 from March 2014 to August 2014 to our clients, the cheques for the first such payment was received on 14 March 2014, and thereafter, payments shall be received by our clients on the last working day of each month; (g) Our clients shall be entitled in their sole discretion to apply the monthly payments of S$33,000 received from March 2014 to August 2014 towards the repayment and satisfaction of any of the amounts due and owing by your clients to our clients; (h) Your clients are to submit by no later than 31 August 2014 a fresh repayment proposal in respect of the balance outstanding amount as at 31 August 2014 (including all accrued and accruing interest, costs and expenses incurred on a full indemnity basis) for our client’s consideration; and

4. In the event of any failure on the part of your clients to comply with any of the terms as set out in paragraph 3 above, our clients shall proceed to enforce their rights against your...

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2 cases
  • Sun Electric Power Pte Ltd v RCMA Asia Pte Ltd (formerly known as Tong Teik Pte Ltd)
    • Singapore
    • Court of Three Judges (Singapore)
    • 10 June 2021
    ...correct if the qualifier is read as applying to the first limb. This court in Bombay Talkies (S) Pte Ltd v United Overseas Bank Limited [2015] SGCA 66 at [6] expressed the view that the qualifier did not act on the first limb. In contrast, the Judge took the view that the qualifier does act......
  • Tarkus Interiors Pte Ltd v The Working Capitol (Robinson) Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 30 April 2018
    ...been compounded “to the reasonable satisfaction of the creditor”. The Court of Appeal’s guidance in Bombay Talkies (S) Pte Ltd v UOB Ltd [2016] 2 SLR 875 (“Bombay Talkies”) on this issue, at [8], was as follows: In our judgment, to compound a debt connotes the acceptance of an alternative o......

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