StreetSine Singapore Pte Ltd v Singapore Institute of Surveyors and Valuers and others
Jurisdiction | Singapore |
Judge | Zeslene Mao AR |
Judgment Date | 28 December 2018 |
Neutral Citation | [2019] SGHCR 1 |
Court | High Court (Singapore) |
Hearing Date | 12 October 2018,10 October 2018 |
Docket Number | Suit No 1207 of 2016 (Summons Nos 2968 and 2970 of 2018) |
Plaintiff Counsel | Jaikanth Shankar, Tan Ruo Yu and Deborah Loh (Drew & Napier LLC) |
Defendant Counsel | Tng Sheng Rong and Chan Min Hui (Rajah & Tann Singapore LLP),Chia Huai Yuan (Dentons Rodyk & Davidson LLP) |
Subject Matter | Civil Procedure,Costs,Security |
Published date | 05 January 2019 |
Summons No 2968 and 2970 of 2018 are two applications for security for costs taken out by the 23rd Defendant and the 1st to 22nd Defendants (collectively referred in this judgment to as “the Defendants”) respectively against the Plaintiff, StreetSine Singapore Pte Ltd. The 23rd Defendant’s application is for security for its costs up to and including the filing of affidavits of evidence-in-chief in the sum of $70,000. The 1st to 22nd Defendants’ application is for their costs up to the completion of discovery in the sum of $386,750. The applications for security for costs are made pursuant to s 388(1) of the Companies Act (Cap 50, 2006 Rev Ed), which provides:
Security for costs
In essence, the Defendants’ position is that they are entitled to security for costs as there exists credible evidence to believe that the Plaintiff will be unable to pay the Defendants’ costs. Such credible evidence consists of, amongst other things, the Plaintiff’s financial woes such as its balance sheet insolvency and operating losses as well as loan agreements entered into between the Plaintiff’s parent company, StreetSine Technology Group Pte Ltd (“STG”), and STG’s shareholders for the funding of the present litigation. The Plaintiff opposes the application,
Having considered the parties’ respective evidence and submissions, I now give my decision on the applications.
Background and procedural historyThe Plaintiff is a private company incorporated in Singapore and carries on the business of an information technology company that integrates big data sets with mobile applications to provide property information and transaction tools to the real estate market. It is a wholly-owned subsidiary of STG. The majority of the shares in STG are held by SPH Interactive Pte Ltd.
The 1st Defendant is a national body representing professionals who carry out various services relating to the real estate and construction industry, including land surveying, quantity surveying, property management, marketing, estate agency and valuation practice. The 2nd to 22nd Defendants are either individual members or employees of the 1st Defendant. The 23rd Defendant, which is also a member of the 1st Defendant, is a property consultancy firm that offers valuation advisory services.
The present suit was commenced by the Plaintiff against the 1st Defendant on 10 November 2016. At that time, the Plaintiff alleged that the 1st Defendant had engaged in a conspiracy with the predominant purpose of injuring the Plaintiff’s business. On 16 October 2017, the 2nd to 27th Defendants were added as defendants to the action pursuant to leave granted by the Court. The Plaintiff’s case is that as a result of the Defendants’ wrongful acts and breaches, the Plaintiff has been, amongst other things, unable to market its valuation products to banks, financial institutions or the public in any meaningful manner within Singapore or overseas.
On 28 June 2018, the Defendants filed their respective applications for security for costs. At this time, the applications were not supported by any expert opinion. Both the 1st to 22nd Defendants and the 23rd Defendant relied on the Plaintiff’s financial statements, especially those produced for the year ended 31 August 2017 (“2017 Financial Statements”). The Defendants highlighted these points from the Plaintiff’s financial statements to support their case that security for costs ought to be granted:
We draw attention to Note 21 to the financial statements which indicates that [the Plaintiff] incurred a net loss of $41,538 during the year ended 31 August 2017 and, as of that date, the Company’s total liabilities exceeded its total assets by $1,354,238, and its current liabilities exceeded its current assets by $2,402,275. As stated in Note 21, these conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In a reply affidavit filed by Mr Jason Barakat-Brown, the Chief Executive Officer of STG, the following points in response were made on behalf of the Plaintiff:
The Plaintiff also relied on the evidence of an independent expert, Mr Premjit Dass, a chartered accountant and a director in Navigant Consulting (APAC) Pte Ltd. In his expert report, Mr Dass opined that:
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