Re Raffles Town Club Pte Ltd

• Jurisdiction: Singapore
• Judge: Kan Ting Chiu J
• Judgment Date: 15 September 2005
• Neutral Citation: [2005] SGHC 173
• Court: High Court (Singapore)
• Year: 2005
• Published date: 15 September 2005
• Plaintiff Counsel: Molly Lim SC, Roland Tong and Ambrose Chia (Wong Tan and Molly Lim LLC)
• Defendant Counsel: Andrew Chan, Stanley Lai, Candace Ler and Andrew Yeo (Allen and Gledhill)
• Subject Matter: Companies,Schemes of arrangement,Defendant club ordered to pay damages to litigant-members,Club proposing scheme of arrangement,Club unable to convene requisite meeting within prescribed time,Whether club's proposed timeline acceptable,Whether scheme of arrangement could be rejected without meeting being convened for litigant-members to vote on proposed scheme,Section 210 Companies Act (Cap 50, 1994 Rev Ed)
• Citation: [2005] SGHC 173

15 September 2005

Kan Ting Chiu J:

1 On 23 August 2005, the Court of Appeal delivered its judgment ([2005] SGCA 40) and awarded $3,000 damages to each of the 4,895 members of the Raffles Town Club who had joined in the action. I shall refer to these 4,895 members as the litigant-members to distinguish them from the approximately 14,000 other members of the Club who did not join in the action.

2 After receiving the judgment, the defendant, Raffles Town Club Pte Ltd (“the Club”), took steps under s 210 of the Companies Act (Cap 50, 1994 Rev Ed) (“the Act”) to put forward a scheme of compromise and arrangement to its creditors. An application was filed to set this in motion.

3 When the Club’s application came before me on 31 August 2005, its counsel stated that the Club was not ready to take the usual directions for the convening of the meeting under s 210 of the Act to vote on the proposed scheme. It needed time to prepare additional information, accounts and recommendations with input from external financial advisers. In the meantime, it had only prepared and circulated a preliminary draft scheme to its creditors. Counsel sought a stay of all proceedings till 20 September 2005 when the Club would be ready to return to court to take directions for the meeting to be held by 15 December 2005.

4 The timelines proposed were not acceptable to me. The action against the Club has been ongoing for years. The Club ought to have started preparatory work on a scheme before the Court of Appeal judgment. It was not good enough to say that it did not know the Court of Appeal was to increase the damages. Furthermore, there was no justification for not holding a meeting on a proposed scheme for three and a half months till 15 December 2005.

5 Counsel for the litigant-members told me that his clients were opposed to anything that would affect their right to enforce the judgment against the Club, but he added that he did not have time to take full instructions and was not ready to argue against the Club’s application.

6 I gave the Club the opportunity to submit a scheme, but on tighter timelines than were proposed. I directed that the Club give notice of the meeting and circulate the scheme to the Club’s creditors by 28 September 2005, and that the meeting was to be convened by 26 October 2005. In the meantime, all other actions are to be stayed pending the meeting.

7 My intention for making those directions was to allow the scheme to be put forward, and discussed, and voted on, without unnecessary delay. However, I also wanted to preserve the litigant-members’ right to object to the Club’s application, so I added an order that any creditor can apply to set aside the orders that I made with respect to the meeting and the...