Precious Shipping Public Company Ltd and others v O.W. Bunker Far East (Singapore) Pte Ltd and others and other matters
Jurisdiction | Singapore |
Judge | Steven Chong J |
Judgment Date | 21 July 2015 |
Neutral Citation | [2015] SGHC 187 |
Date | 21 July 2015 |
Docket Number | Originating Summons Nos 1076, 1144, 1147, 1148, 1162, 1163, 1164, 1165, 1166, 1172, 1173, 1202, and 1205 of 2014 |
Published date | 25 July 2015 |
Plaintiff Counsel | Purchasers: Mohan s/o Ramamirtha Subbaraman, Thio Soon Heng Jonathan Mark and Yee Weng Wai Bernard (Incisive Law LLC) |
Hearing Date | 26 May 2015 |
Defendant Counsel | Navinder Singh (KSCGP Juris LLP),Ong Tun Wei Danny and Ng Hui Ping Sheila (Rajah & Tann Singapore LLP),Yee Mun Howe Gerald and Nazirah d/o Kairo Din (Clasis LLC),Physical Suppliers: Chua Chok Wah, Muhammad Raffli Bin Mohd Noor and Yeo Wen Yi Brenna (Joseph Tan Jude Benny LLP),Lam Kuet Keng Steven John (Templars Law LLC),Navin Anand and Teo Ke-Wei Ian (Rajah & Tann Singapore LLP),Loo Dip Seng, Ng Weiting and Tan Siew Chi (Ang & Partners),Kuek Chong Yeow Richard, Cheng Jiankai Eugene, Dharinni Kesavan (Gurbani & Co LLC),Mohamed Ibrahim s/o Mohamed Yakub (Achievers LLC),Sellers: Davinder Singh SC s/o Amar Singh, Jaikanth Shankar, Kok Chee Yeong Jared, Lee Xin Yi Cherrylene and Tham Yeying Melissa (Drew & Napier LLC),Nish Kumar Shetty, Darius Bragassam, Lim Shack Keong and Zhuo Wenzhao (Cavenagh Law LLP),Chew Sui Gek Magdalene and Leong Marnyi Wendy (AsiaLegal LLC) |
Court | High Court (Singapore) |
Subject Matter | Admissions of Fact,Interpleader,Civil Procedure,When Granted,Administration of Insolvent Estates,Application,Judgments and Orders,Conduct of Legal Proceedings,Insolvency Law |
On 7 November 2014, O.W. Bunker & Trading A/S (“OW Bunker”), one of the world’s largest bunker suppliers, announced that it (and some of its related entities) had commenced proceedings in the Danish courts to seek bankruptcy protection. In December 2013, OW Bunker and several of its subsidiaries entered into an omnibus security agreement with a syndicate of banks with ING Bank N.V. (“ING”) appointed as the security agent.1 As part of the agreement, OW Bunker assigned its rights, title, and interest in its third party and inter-company receivables to ING which, in turn, appointed PricewaterhouseCoopers LLP as the global receiver of the secured assets.2 Two of its related entities in Singapore (“the OW entities”) — O.W. Bunker Far East (Singapore) Pte Ltd (“OW Far East”) and Dynamic Oil Trading (Singapore) Pte Ltd (“DOT”) — were placed in creditor’s voluntary liquidation shortly thereafter.3
The general
The purchasers accept that payments for the bunkers are due and owing but claim that they are unable to decide which party to pay. Under these circumstances, the purchasers decided that it would be prudent to seek interpleader relief from the court. This led the purchasers to file multiple interpleader summonses of which 13 came before me for hearing. As they generally relate to the same factual matrix and concern identical legal issues, it seemed eminently sensible to hear them on a consolidated basis (“the consolidated applications”).
The consolidated applications are unusual in many respects, and they raise several questions about the scope and purpose of interpleader relief. Three stand out for mention. First, the purchasers have
Is interpleader necessary or even appropriate when the applicant appears to know exactly to whom he is liable? Is the mere assertion of “adverse claims”, however remote or fanciful, sufficient? Can claims be adverse when they relate to different sums referable to different contracts? What are the court’s powers upon a dismissal of an application for interpleader relief? These are some of the questions which will be addressed in the course of this judgment.
FactsThe consolidated applications concern different contracts with different terms and governing laws. However, I need not discuss the detailed facts of each application since only the barest level of detail is required for present purposes. I will first set out the facts of a notional “paradigm case” (which applies to the majority of the applications) before going on to discuss the implications, if any, of two notable “variants”.
The paradigm case In their essentials, the consolidated applications involve a tripartite relationship between (a) a purchaser; (b) a seller; and (c) a physical supplier. In the paradigm case, the purchaser contracted with an OW entity for the purchase of bunkers for delivery to a vessel (the “Purchaser–Seller contract”). The OW entity would, in turn, conclude a separate contract with a physical supplier which would stem the bunkers (“the Seller–Physical Supplier contract”). After the collapse of OW Bunker, many of the purchasers received two competing claims: (a) the first was from ING for the sum owing
I will highlight three features of the paradigm case.
In Originating Summonses 1144, 1166, and 1205 of 2014 (I will refer to each as “OS 1144/2014”, “OS 1166/2014”, etc.), just as in the paradigm case, the OW entity was the immediate contractual seller and the three salient features of the paradigm case identified at [8] above are also present. The only difference is that an additional party — a bunker trader — was involved. In each of these summonses, the OW entity purchased the bunkers from a bunker trader which, in turn, separately ordered the bunkers from a physical supplier which would then stem the bunkers on the vessel. The only exception is OS 1166/2014, where three different types of bunkers were ordered of which one was physically stemmed by OW Far East itself.
In my view, the interposition of an additional party does not affect the legal analysis. It is interesting to note that none of the bunker traders in each of these OSes have elected to file submissions. One of them — TNS Bunkers (S) Pte Ltd, the bunker trader involved in both OS 1144 and 1205 of 2014 — filed an affidavit stating that it supported the claim of Sirius Marine Pte Ltd, which was the physical supplier with whom it contracted.
Variant 2In Originating Summons No 1202 of 2014 (“OS 1202/2014”), the purchaser contracted with OceanConnect Marine Pte Ltd (“OCM”). OCM then purchased the requisite bunkers from DOT which, in turn, contracted with Sentek Marine & Trading Pte Ltd, the physical supplier, which delivered the bunkers. Therefore, it is OCM, instead of an OW entity, which occupies the position of immediate contractual seller of the bunkers. The competing claims in this case are between OCM — as the immediate contractual seller — and Sentek Marine, the physical supplier. Neither ING nor any of the OW entities have asserted any claims against the purchaser in OS 1202/2014 and have argued that they ought not to have been added as respondents.
The parties and their arguments For ease of reference, I will refer to the parties by their substantive capacities:
The purchasers and the physical suppliers’ positions are aligned insofar as both of them argue that interpleader...
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