Re TPC Korea Co Ltd
Judge | Philip Pillai JC |
Judgment Date | 12 January 2010 |
Neutral Citation | [2010] SGHC 11 |
Citation | [2010] SGHC 11 |
Plaintiff Counsel | Kevin Kwek and Corrine Taylor (Legal Solutions LLC) |
Hearing Date | 15 December 2009,17 December 2009 |
Subject Matter | Companies,Section 210 (10) Companies Act Cap 50,Availability to unregistered company foreign scheme of arrangement,Admiralty and Shipping,Admiralty in rem jurisdiction |
Date | 12 January 2010 |
Docket Number | Originating Summons No 1373 of 2009 |
Court | High Court (Singapore) |
Published date | 19 January 2010 |
The application, as amended during the hearing, is for a Singapore court order founded on s 210(10) Companies Act (Cap 50, 2006 Rev Ed), and sought,
andThe [Applicant] be at liberty to convene a meeting of its creditors in Singapore for the purpose of considering and if thought fit, approving, with or without modification, the rehabilitation plan to be proposed on or before March 2010 in Seoul, Korea between the Company and its creditors (the “Scheme of Arrangement”).
The applicant has no presence or assets in Singapore save interests in the vesselsThat pending approval by the Court of the said Scheme of Arrangement or until the rehabilitation proceeding in Korea is terminated (whichever is the later), all contingent or fresh suits, actions or proceedings against the Applicant or any arrest, attachment, sequestration, seizure, detention, enforcement or execution against any assets of the Applicant, including but not limited to any vessels in the Applicant’s ownership and including any actions or proceedings (whether
in rem orin personam or otherwise) be restrained as at the date of the Order to be made herein and forthwith, except by leave of the Court and subject to such terms as the Court imposes.
The Applicant, TPC Korea Co., Ltd is a company incorporated in the Republic of Korea (“Korea”). The Applicant had filed an
The Applicant has interests in 5 vessels which come into the port of Singapore regularly. The vessels are: MV “TPC AUCKLAND”, “MV WELLINGTON” and MV “TPC NAPIER”, which were all demise chartered to the Applicant; MV “TPC ARIRANG”, a leased vessel where the registered owner is KEB Capital Inc and operated and leased to the Applicant; and MV “TAURANGA”, which is owned by the Applicant (the “Relevant Vessels”).
The Korean rehabilitation process The Applicant is concerned about the possibility that its vessels might be arrested in Singapore while in port, and how that possibility might jeopardise the rehabilitation process currently in progress in its country of incorporation, Korea. The Korean rehabilitation process is similar to a Chapter 11 process in the United States of America. The Applicant has received various court orders under the Korean Debtor Rehabilitation and Bankruptcy Act (Act No 7895, 2006), including a Preservation Order, a Stay Order and a Commencement Order. Counsel informed me that, under those orders, any new
The application is for a s 210 (10) Companies Act pre-emptive restraining order in Singapore against any proceedings including the Relevant Vessels that might be initiated in Singapore, whether
It is self-evident that a Singapore court order as applied for would be beneficial to or facilitate the rehabilitation process in the country of incorporation and would be something a Singapore court would, where it has jurisdiction, be minded to support in the interest of comity.
What is the scope of section 210(11) of the Companies Act?The key question in this application is whether or not s 210(11) of the Companies Act confers jurisdiction on this court to issue a s 210(10) restraining order on a non-Singapore incorporated or registered company which has commenced a rehabilitation process in its country of incorporation, Korea. The Applicant does not have a place of business in Singapore, it does not carry on business in Singapore and it has no assets in Singapore save for interests in that the Relevant Vessels which regularly call at the port of Singapore. As a result of the Relevant Vessels being occasionally present in Singapore, they become susceptible to the admiralty jurisdiction of the Singapore courts.
The Companies Act applies primarily to companies incorporated in Singapore under it or its predecessor companies legislation. It also applies to foreign incorporated companies which are registered as such where they either carry on business or have assets in Singapore. Whether a provision applies only to Singapore incorporated companies or extends to foreign companies or other unregistered companies (as defined in the Act) depends on its interpretation. In the Companies Act the terms “companies”, “corporations”, “foreign companies” and “unregistered companies” are each defined generically or specifically under different Parts of the Act. The provision in issue,
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