Gonzalo Gil White v Oro Negro Drilling Pte Ltd and others
Jurisdiction | Singapore |
Judge | Sundaresh Menon CJ |
Judgment Date | 22 March 2024 |
Neutral Citation | [2024] SGCA 9 |
Hearing Date | 17 January 2024 |
Docket Number | Civil Appeal No 10 of 2023 |
Citation | [2024] SGCA 9 |
Court | Court of Appeal (Singapore) |
Year | 2024 |
Published date | 22 March 2024 |
To fully appreciate the key issues in this appeal, it is essential to track the history of the litigation before the courts in Singapore and in Mexico. The connection to Singapore stems from the fact that the respondents are all Singapore-incorporated companies. Each of the Singapore incorporated companies owns a single offshore jack-up drilling rig deployed in Mexican waters, giving rise to the Mexican nexus.
The heart of the dispute can be traced to a decision by the directors of the respondents to grant a power of attorney to several lawyers in a Mexican law firm to commence restructuring proceedings in Mexico in the name of the respondents (“the
Given that the
Notwithstanding the interim injunctions, it appeared that the
We heard and dismissed this appeal on 17 January 2024 with brief oral grounds. We found that there was no identity of issues between the Singapore proceedings in HC/OS 126/2018 (“OS 126”) and the
The facts for the underlying dispute are extensive and have been traversed in the decision below in
As a matter of terminology, we note that restructuring proceedings commenced in Mexico are referred to as a
The six respondents are companies incorporated in Singapore (hereinafter and collectively, the “respondents”). The respondents were the plaintiffs in the underlying suit in OS 126, where they sought declaratory and injunctive relief against, among others, the appellant.
The first respondent is a holding company whose only assets are all the shares in the second to sixth respondents. The second to sixth respondents are special purpose vehicles incorporated to each own a single offshore jack-up drilling rig operating in Mexico (“SPV”).
The first respondent was a wholly owned subsidiary of the first defendant in OS 126, Integradora de Servicios Petroleros Oro Negro, SAPI de CV (“Integradora”), until September 2017. The first respondent has since become a wholly owned subsidiary of the bondholders’ nominee upon an event of default declared in September 2017.
Integradora’s ultimate holding company is a Mexican state-owned gas and oil company known as Petróleos Mexicanos (“Pemex”).
The appellant, Mr Gonzalo Gil White was the third defendant in OS 126. He was a director of each of the respondents until September 2017, and also a former director of Integradora.
A company that features in the background but who is not a party to the present dispute is a Mexico-incorporated company, Perforadora Oro Negro S de RL de CV (“Perforadora”). Perforadora is 99.25% owned by Integradora, with another subsidiary of Pemex owning the remaining 0.75% shares. Perforadora was responsible for chartering each rig from each SPV under a bareboat charter, and subsequently sub-chartering each rig to a subsidiary of Pemex for deployment in offshore oil drilling operations in Mexico.
The underlying dispute The bond agreementTo raise the funds that each SPV needed to purchase each rig, the first respondent issued over US$900m in bonds in January 2014. The terms of this issuance are contained in a bond agreement, which is governed by Norwegian law. A reputable financial institution in Norway was appointed as trustee for the bondholders (the “Bond Trustee”). The bonds were supported by a guarantee from Integradora and a charterer’s undertaking from Perforadora.
The bond agreement stipulated the following:
As security for its obligations under the bond agreement, the first respondent charged all of its shares in the SPVs to the Bond Trustee for the benefit of bondholders. As security for its obligations under its guarantee, Integradora charged all of its shares in the first respondent to the Bond Trustee for the benefit of bondholders. Furthermore, as part of their security for their obligations under the bond agreement and guarantee respectively, the first respondent and Integrodora were obliged to procure each of the respondents to do the following:
Between 2015 and 2017, Pemex took certain actions which threatened the solvency of both Perforadora and the respondents and thereby risked triggering an event of default under cl 15.1(a) of the bond agreement (see
On 31 August 2017, without the Independent Director’s knowledge and approval, Mr Alonso Del Val Echeverria (“Mr Alonso”) and the appellant granted a power of attorney on behalf of each respondent to lawyers in a Mexican firm called Guerra González y Asociados (the “Guerra Lawyers”). Each power of attorney was, by its express terms, a “General Power of Attorney for litigations … with all general authorities and even with the special authorities” empowering the Guerra Lawyers, among other things, to “file...
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