Re Griffin Securities Corporation

• Jurisdiction: Singapore
• Judgment Date: 20 January 1999
• Date: 20 January 1999
• Docket Number: Companies Winding Up No 211 of
• Court: High Court (Singapore)

Re Griffin Securities Corp

[1999] SGHC 16

S Rajendran J

Companies Winding Up No 211 of 1998

High Court

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].

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

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.

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 other creditors. Griffin itself, although it had appointed solicitors who had accepted service of the winding-up petition on its behalf, did not seek to oppose the petition. Mr Stephen Soh, counsel who appeared for Griffin at the hearing, informed the...