Re Beloff Michael Jacob QC
Jurisdiction | Singapore |
Judge | Judith Prakash J |
Judgment Date | 17 September 2013 |
Neutral Citation | [2013] SGHC 177 |
Court | High Court (Singapore) |
Docket Number | Originating Summons No 1096 of 2012 |
Year | 2013 |
Published date | 26 June 2014 |
Hearing Date | 17 May 2013,03 May 2013 |
Plaintiff Counsel | Edwin Tong, Kenneth Lim, Peh Aik Hin and Tan Kai Liang (Allen & Gledhill LLP) |
Defendant Counsel | Lee Eng Beng SC, Low Poh Ling, Raelene Su-Lin Pereira and Jonathan Lee (Rajah & Tann LLP),Chan Hock Keng and Foo Xian Yao (WongPartnership LLP),Jeffrey Chan SC, Dominic Zou and Clement Chen,and Christopher Anand Daniel and Harjean Kaur (Advocatus Law LLP) |
Subject Matter | Legal profession,admission,ad hoc |
Citation | [2013] SGHC 177 |
On 3 May 2013, I heard the application of Mr Michael Jacob Beloff QC (“the Applicant”) to be admitted on an ad hoc basis pursuant to s 15 of the Legal Profession Act (Cap 161, 2009 Rev Ed, as amended in 2012) (“the Act”) to practise as an advocate and solicitor in Singapore for the purpose of representing nTan Corporate Advisory Pte Ltd (“NCA”) in certain proceedings I will elaborate on below. This application met with strong opposition. On 17 May 2013, I allowed the application. The decision has been appealed against and I now give my grounds.
The principal order that I made reads as follows:
Backgroundin Civil Appeal No. 44 of 2010/E and Civil Appeal No. 47 of 2010/S, and other ancillary proceedings which are directly related to or arise from the aforesaid summonses.
The background to the application was somewhat complicated. In October 2008, NCA was appointed as the independent financial adviser of a Singapore incorporated company, TT International Ltd (“the Company”), which was experiencing serious financial difficulties. The fees payable by the Company to NCA for its services, as set out in two engagement letters dated 28 October 2008 and 15 May 2009, included a value added fee (“VAF”).
On 29 January 2009, the Company applied for and received approval from the court pursuant to s 210(1) of the Companies Act (Cap 50, 2006 Rev Ed) (“the COA”) to summon a meeting of its creditors to consider a proposed scheme of arrangement (“the Scheme”). Meetings of the Company’s creditors were held subsequently and, on 17 December 2009, the proposed Scheme Manager reported that the Scheme had been passed by a majority of creditors representing 75.06% in value of the Company’s debts. It should be noted that under the Scheme, the proposed Scheme Manager was Mr Nicky Tan and/or Mr Dan Yock Hian and/or Ms Lim Siew Soo who were all employees of NCA, Mr Nicky Tan being its chief executive officer.
The Company then applied for court sanction of the Scheme. The application which came on for hearing before me in due course was opposed by a number of the Company’s creditors. After hearing arguments, I approved the Scheme. Two of the opposing creditors then appealed against my decision (
The CA’s directions were set out in its brief grounds of decision dated 13 October 2010 (“Brief Grounds”). On 31 January 2012, the CA released the full grounds of decision
Before I proceed, I should say something about the VAF as this fee lies at the heart of the dispute. The VAF was based on a formula which provided for it to be calculated in relation to the savings or capital injections obtained for the Company by the Scheme Manager. The VAF was not disclosed to the Company’s creditors prior to either vote that was taken in respect of the Scheme. Apparently, in the events that occurred, when the formula was applied, the VAF worked out to be a very substantial sum in the region of between $15m and $30m. The fees payable to NCA are not covered by the Scheme and are payable by the Company in priority to the amounts owing to the creditors.
A few days prior to the release of the Judgment, M/s Rajah & Tann LLP (“R&T”), acting as solicitors for the Monitoring Committee, wrote a letter to the CA in which it raised the issue of payment of the VAF due to NCA and raised certain queries regarding [8(j)] of the Brief Grounds which had directed that all professional costs and disbursements of the Scheme Manager and the Company’s professional advisers incurred after 27 August 2010 should be taxed by the High Court. R&T sought various further directions from the CA in this respect. This letter led to an exchange of correspondence (which included submissions from the parties) between the parties and the CA during the period from 27 January 2012 until 10 April 2012. The persons involved in this exchange were R&T, M/s WongPartnership LLP (“WongP”) which was acting for the Company and the Scheme Manager’s solicitors, M/s Allen & Gledhill LLP (“A&G”).
On 27 September 2012, the CA handed down a further written judgment in CA 44 and CA 47 (which was subsequently reported under the same case name in [2012] 4 SLR 1182) dealing with the issues that had been raised in the correspondence/submissions referred to in [8] above (“the Second Judgment”). In brief, the CA held:
It is NCA’s contention that in the Second Judgment, the CA:
NCA took the view that the Second Judgment is not valid because:
On 5 November 2012, NCA filed Summons No 5682 of 2012 in CA 44 (“Summons 5682”) and Summons No 6520 of 2012 in CA 47 (together “the Summonses”). The relief sought in the Summonses is the same. NCA wants:
The Summonses were, according to NCA, filed only after it had obtained the advice of the Applicant. Having accepted the Applicant’s advice, NCA was, not surprisingly, desirous of being represented by the Applicant when the Summonses came on for hearing. Hence, on 22 November 2012 the present application was filed. Subsequently, the three banks that formed the Monitoring Committee
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Re Beloff Michael Jacob QC
...Beloff Michael Jacob QC [2013] SGHC 177 Judith Prakash J Originating Summons No 1096 of 2012 High Court Legal Profession—Admission—Ad hoc—Whether Queen's Counsel should be admitted in case concerning limits of Court of Appeal's jurisdiction and powers The applicant, Mr Michael Jacob Beloff ......