Re Griffin Securities Corporation

JurisdictionSingapore
CourtHigh Court (Singapore)
Judgment Date20 January 1999
Date20 January 1999
Docket NumberCompanies Winding Up No 211 of

[1999] SGHC 16

High Court

S Rajendran J

Companies Winding Up No 211 of 1998

Re Griffin Securities Corp

Kwok-Chern Yew Tee (Lawrence Chua & Pnrs) for the petitioning creditor

Suresh Nair (Allen & Gledhill) for the opposing creditor

Tan Kiat Pheng for the Official Receiver

Stephen Soh (Bernard Rada & Pnrs) for Griffin Securities Corporation

Vincent Yeoh (Vincent Yeoh & Co) for the supporting creditor

Tan Kean Siew (Lee & Lee) for the supporting creditor.

A B & Co, In re [1900] 1 QB 541 (folld)

Chong Lee Leong Seng Co (Pte) Ltd, Re [1989] 2 SLR (R) 9; [1989] SLR 685 (refd)

Bankruptcy Rules (Cap 20, R 1, 1996 Ed) r 38

Companies Act (Cap 50, 1994 Rev Ed) ss 350, 351 (consd);s 3

Companies (Winding Up) Rules (Cap 50, R 1, 1990 Ed) r 25

Rules of Court (Cap 322, R 5, 1997 Rev Ed) O 1 r 2 (4) para 2

Supreme Court of Judicature Act (Cap 322, 1985 Rev Ed, 1993 Reprint) ss 16 (1), 16 (1) (a), 16 (1) (a) (ii), 16 (3)

Women's Charter (Matrimonial Proceedings) Rules (S 854/2005) r 10

Companies–Winding up–Company's inability to pay debts–Total liability far exceeding total assets–Whether company should be wound up–Companies–Winding up–Foreign company–Whether court having jurisdiction to wind up foreign company–Whether sufficient nexus existing between foreign company and Singapore–Sections 350 and 351 Companies Act (Cap 50, 1994 Rev Ed)–Companies–Winding up–Service of petition–Whether solicitors accepting petition for foreign company sufficient

Yeo's petition under s 351 of the Companies Act (Cap 50, 1994 Rev Ed) (“the Act”) to wind up Griffin Securities Corporation (“Griffin”) was granted. Chua, an opposing creditor, appealed against the order for winding up. Chua had obtained a garnishee order nisi against Griffin's only known asset in Singapore, an account at the Standard Chartered Bank. Yeo succeeded in discharging the order nisi.The High Court also directed that the balance in Griffin's account be paid into court pending the determination of the winding-up petition. For the present appeal, Chua argued that that the winding-up petition should be dismissed on three grounds: (a) the court had no jurisdiction to make the winding-up order; (b) the grounds in the petition were not made out; (c) the court ought to exercise its discretion to decline making the winding-up order as it would be unjust to him.

Held, granting the petition:

(1) So long as s 351 of the Act and the requirements under the Companies (Winding Up) Rules (Cap 50, R 1, 1990 Ed) were complied with, the court had jurisdiction to grant the winding-up order of a foreign company like Griffin that had operations in Singapore. It was clear under s 351 that any unregistered company might be wound up and an “unregistered company” was defined in s 350 of the Act to include a foreign company. This view was reinforced by s 16 (3) of the Supreme Court of Judicature Act (Cap 322, 1985 Rev Ed, 1993 Reprint) which provided that the High Court should have such jurisdiction as was vested in it by any other written law: at [16].

(2) The court would not exercise the discretion under s 351 unless a sufficient nexus existed between the foreign company and Singapore to justify its winding up. On the facts, Griffin had the major part of its assets in Singapore. It had extensive business operations here and would benefit its creditors in the event of a winding up. Thus a sufficient nexus existed between Griffin and Singapore to justify the making of a winding-up order by a Singapore court: at [17].

(3) It was not open to Chua to raise the claim that service was improper and therefore the court had no jurisdiction to hear the petition. It was sufficient service when Griffin's solicitors accepted service of the petition on its behalf: at [18] and [19].

(4) It was a proper case to order a winding up. The evidence showed that Griffin's total liability was far in excess of its total assets and it was unable to pay its debts: at [20].

(5) There was no merit in the submission that Chua, by opposing the petition, was avoiding an injustice to himself. He was in fact seeking to arrogate for himself all the assets that Griffin had in Singapore. He would only be entitled to those assets if he had priority over the other creditors: at [22].

S Rajendran J

1 This is an appeal by an opposing creditor, Chua Seng Wee (“Chua”), against the order I made on 23 October 1998 granting the petition of one Yeo Hoong Seng that Griffin Securities Corporation (“Griffin”) be wound up and that Kei Ah Wah, the interim receiver appointed by the court, be appointed as the liquidator.

2 The petition for winding up was supported by two...

To continue reading

Request your trial
6 cases
  • Iskandar bin Rahmat v Law Society of Singapore
    • Singapore
    • Court of Three Judges (Singapore)
    • 8 January 2021
    ...v Law Society of Singapore [2017] 1 SLR 862, CA (refd) Echeles, Re 430 F 2d 347 (7th Cir, 1970) (distd) Griffin Securities Corp, Re [1999] 1 SLR(R) 219; [1999] 3 SLR 346 (refd) Hilborne v Law Society of Singapore [1971–1973] SLR(R) 685; [1972–1974] SLR 177, CA (overd) Hilborne v Law Society......
  • Re Pacific Andes Resources Development Ltd and other matters
    • Singapore
    • High Court (Singapore)
    • 27 September 2016
    ...folld) Global Distressed Alpha Fund I Limited Partnership v PT Bakrie Investindo [2011] 1 WLR 2038 (refd) Griffin Securities Corp, Re [1999] 1 SLR(R) 219; [1999] 3 SLR 346 (refd) Hong Kong Institute of Education v Aoki Corp [2004] 2 HKLRD 760 (refd) Indah Kiat International Finance Co BV, R......
  • Re Projector SA
    • Singapore
    • High Court (Singapore)
    • 12 December 2008
    ...by the Companies Act. 22 When considering whether there has been an abuse of process, the decision in Re Griffin Securities Corporation [1999] 3 SLR 346 (“Re Griffin”) is also instructive. In this case, the petitioner, Yeo, obtained judgment against a foreign company, Griffin, but was unabl......
  • Re Rasmachayana Sulistyo (alias Chang Whe Ming); ex parte The Hongkong and Shanghai Banking Corp Ltd and Other Appeals
    • Singapore
    • High Court (Singapore)
    • 30 December 2004
    ...been appraised in Singapore in the context of the winding-up regime for insolvent companies. In Re Griffin Securities Corporation [1999] 3 SLR 346, the service of a winding-up petition on the company’s solicitors in lieu of the company’s registered office was the subject of a spirited chall......
  • Request a trial to view additional results
6 books & journal articles
  • CROSS-BORDER INSOLVENCY AND ITS IMPACT ON ARBITRATION
    • Singapore
    • Singapore Academy of Law Journal Nbr. 2014, December 2014
    • 1 December 2014
    ...2009 Rev Ed) s 60. 145 See Tong Aik (Far East) Ltd v Eastern Minerals & Trading (1959) Ltd[1965] 2 MLJ 149; Re Griffin Securities Corp[1999] 1 SLR(R) 219; Re Projector SA[2009] 2 SLR(R) 151; Re Real Estate Development Co[1991] BCLC 210; and Re Compania Merabello San Nicholas SA[1973] Ch 75.......
  • LESSONS FOR THE DEVELOPMENT OF SINGAPORE'S INTERNATIONAL INSOLVENCY LAW
    • Singapore
    • Singapore Academy of Law Journal Nbr. 2011, December 2011
    • 1 December 2011
    ...have to, consist of assets within the jurisdiction. This new approach has been followed in Singapore: Re Griffin Securities Corp[1999] 1 SLR(R) 219; Re Projector SA[2009] 2 SLR(R) 151. 91 Meng Seng Wee, “A Lost Opportunity towards Modified Universalism”[2009] LMCLQ 18 at 24–25. 92Re HIH Cas......
  • Insolvency Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2004, December 2004
    • 1 December 2004
    ...para 14.65), notwithstanding that r 25(1) states that service ‘shall’ be effected in certain modes (Re Griffin Securities Corporation[1999] 3 SLR 346). 14.120 Rajah J reiterated the primacy of pragmatism and substantial justice over form and technicalities, and referred to r 278 of the Bank......
  • Insolvency Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2005, December 2005
    • 1 December 2005
    ...sufficient nexus between the foreign company and Singapore to justify the making of a winding-up order (Re Griffin Securities Corporation[1999] 3 SLR 346). The winding up of a foreign company in Singapore is termed an ‘ancillary liquidation’, as opposed to a ‘principal liquidation’ which is......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT