Tan Poh Chung v Polylectric Engineering Pte Ltd
| Jurisdiction | Singapore |
| Judge | Woo Bih Li J |
| Judgment Date | 16 March 2015 |
| Neutral Citation | [2015] SGHC 71 |
| Court | High Court (Singapore) |
| Docket Number | Companies Winding Up No 7 of 2015 |
| Published date | 20 March 2015 |
| Year | 2015 |
| Hearing Date | 06 February 2015 |
| Plaintiff Counsel | Loh Kia Meng (Rodyk & Davidson LLP) |
| Defendant Counsel | Valerie Ang and Vithyashree (Straits Law Practice LLC) |
| Subject Matter | Companies,Winding Up |
| Citation | [2015] SGHC 71 |
On 12 January 2015, the plaintiff, Tan Poh Chung (“Tan”), filed an application to wind up the defendant, Polylectric Engineering Pte Ltd (“the Company”), on the just and equitable ground and to appoint Mr Leow Quek Shiong (“Mr Leow”) of BDO LLP as the liquidator of the Company. Tan holds 50% of the shares in the Company. He is also one of four directors of the Company.
The application was resisted by Toong Chuen Piew (“Toong”) and Litemax Pte Ltd (“Litemax”). Toong holds the other 50% of the shares in the Company and is also one of the four directors of the Company. Litemax is Toong’s company. It is a judgment creditor of the Company.
The other two directors of the Company are the wives of Tan and Toong.
On 6 February 2015, I made an order to wind up the Company and to appoint Mr Leow as liquidator of the Company. Toong has filed an appeal against my decision to the Court of Appeal. I set out below the reasons for my decision.
IssueThe main issue was whether the court should have ordered the Company to be wound up.
BackgroundAccording to Tan, the relationship between Toong and him had deteriorated in recent years. Accordingly, both Toong and he agreed to wind up the business of the Company as a practical measure and to distribute its assets. They did so by entering into an agreement called the “Agreement for closing of Polylectric Engineering Pte Ltd” dated 11 February 2014 (“the Closing Agreement”).
Under the Closing Agreement, it was agreed that the Company would cease operations and transfer existing and new jobs to other companies,
On or around 23 July 2014, Litemax commenced legal proceedings in Suit No 781 of 2014 (“Suit 781/2014”) to claim a debt of $1,001,983.16 arising from two unpaid invoices issued by Litemax to the Company for work done by Litemax for the Company.
On 31 July 2014, Tan filed Originating Summons No 743 of 2014 (“OS 743/2014”) for various reliefs, including the resolution of the issue of appointment of solicitors to act on behalf of the Company in Suit 781/2014, for Tan to be joined as a defendant in that suit, and for a stay of that suit pending the resolution of OS 743/2014. According to Toong, OS 743/2014 was dismissed by Vinodh Coomaraswamy J on 2 October 2014 on the basis that it was procedurally flawed and that the appropriate procedure was for Tan to file an application under the Companies Act in Suit 781/2014 itself.
On 3 October 2014, Litemax obtained judgment in default of appearance against the Company in Suit 781/2014 (“the Litemax Judgment”).
On 9 October 2014, Tan applied by way of Summons No 5047 of 2014 (“Summons 5047/2014”) for various reliefs including an order for Tan to be added as a defendant in Suit 781/2014. However, his application was dismissed on 8 January 2015 by an Assistant Registrar (“AR”). According to Toong, the decision was based on procedural missteps by Tan.
In the meantime, Litemax filed Summons No 5139 of 2014 on 14 October 2014 to garnish money held by a bank for the Company. The garnishee proceedings have not been completed yet.
After Summons 5047/2014 was dismissed on 8 January 2015, Tan filed the present application to wind up the Company on 12 January 2015.
The arguments and the court’s decisionTan’s submission was that while Litemax did perform services for the Company, he did not accept that the sum owing to Litemax was as much as that claimed...
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