Sinwa SS (HK) Co Ltd v Nordic International Ltd and others

JudgeChoo Han Teck J
Judgment Date09 July 2014
Neutral Citation[2014] SGHC 132
Citation[2014] SGHC 132
CourtHigh Court (Singapore)
Published date10 July 2014
Docket NumberSuit No 1166 of 2013 (Summons No 1544 of 2014)
Plaintiff CounselJune Lim (Fortis Law Corporation) and Andrew Ho (Engelin Teh Practice LLC)
Defendant CounselJoseph Tan and Joanna Poh (Legal Solutions LLC)
Subject MatterCivil Procedure,Summary Judgment
Hearing Date11 June 2014
Choo Han Teck J:

This was the plaintiff’s application for summary judgment. Its prayer under Summons No 1544 of 2014 read:

Let all parties concerned attend before the Court on the date and time to be assigned for a hearing of an application by the Plaintiff for the following order(s):

Judgment be entered for the Plaintiff against the 1st and 2nd Defendants declaring that: The Plaintiff be at liberty to commence arbitration proceedings and/or any other proceedings, as may be deemed necessary, in the name and on behalf of the 1st Defendant against BGP GEOEXPLORER PTE LTD (RC No. 200515896M). The plaintiff be authorised to control the conduct of any such proceedings and/or any execution proceedings thereafter. Costs. Such further and/or other reliefs as this Honourable Court deems fit.

The plaintiff was a company incorporated in Hong Kong, in the business of marine supply and logistics. The second defendant, a Norwegian national, was habitually resident in Singapore. On 4 July 2007, Sinwa Limited, a company incorporated in Singapore, and the second defendant entered into a shareholders’ agreement (“the Agreement”) which set out the terms of the parties’ joint venture involving the conversion of a fishing trawler into a seismic survey vessel (“the Vessel”). The first defendant, a company incorporated in the British Virgin Islands, was designated as the vehicle of this joint venture. The first defendant owned the Vessel. Pursuant to the Agreement, the second defendant, who originally owned all the shares in the first defendant, sold half his shares to Sinwa Limited. On 28 August 2007, the rights and obligations of Sinwa Limited under the Agreement were novated to the plaintiff. The relevant portions of the Agreement are: Parties agree that:- all technical and economical matters relating to the operations and management of the Vessel, and/or matters related to the time charter party and/or matters related to the [third defendant] and end user TGSN, shall be solely decided by the directors appointed by [the second defendant] (whose decision shall be final); all matters relating to the account and/or management and/or auditing of the accounts and books and financing of the Vessel and/or matters relating to the Credit Facilities shall be solely decided by the directors appointed by [Sinwa Limited] (whose decision shall be final); and save as aforesaid, all other decisions in respect of any other matters shall carry the unanimous agreement of both parties.

For the purpose of this clause, a case of “deadlock” is deemed to have arisen where:- a matter requiring the unanimous approval of the Board has been considered by a meeting of the Board and no resolution has been carried at such meeting of the Board in relation to the matter by reason of a failure by one or more director to vote in favour of such resolution; or a matter requiring the unanimous approval of the shareholders has been considered by the Parties and the Parties have failed to approve such matter. In the case of any deadlock arising in the circumstances referred to in clause 11.1 above, each shareholder shall within seven (7) days of such deadlock having arisen or becoming apparent, cause its appointees on the Board to prepare and circulate to a memorandum or other form of statement setting out their position on the matter in dispute and their reasons for adopting such a position. Each such memorandum or statement shall be considered...

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2 cases
  • Ape v Apf
    • Singapore
    • Court of Appeal (Singapore)
    • 9 Septiembre 2015
    ...CA (refd) Anwar Siraj v Teo Hee Lai Building Construction Pte Ltd [2014] 1 SLR 52 (refd) Sinwa SS (HK) Co Ltd v Nordic International Ltd [2014] SGHC 132 (refd) Sinwa SS (HK) Co Ltd v Nordic International Ltd [2015] 2 SLR 54, CA (folld) Tan Bee Giok v Loh Kum Yong [1996] 1 SLR (R) 130; [1996......
  • Sinwa SS (HK) Co Ltd v Nordic International Ltd and another
    • Singapore
    • Court of Appeal (Singapore)
    • 6 Enero 2015
    ...made by the Appellant. In his grounds of decision issued on 9 July 2014 (see Sinwa SS (HK) Co Ltd v Nordic International Ltd and others [2014] SGHC 132 (“the GD”)), the Judge explained that his decision was based on the fact that the Partial Award had already been made in the SIAC Arbitrati......

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