Thu Aung Zaw v Norb Creative Studio

CourtHigh Court (Singapore)
JudgeLee Seiu Kin J
Judgment Date15 April 2014
Neutral Citation[2014] SGHC 67
Citation[2014] SGHC 67
Hearing Date14 January 2014
Published date07 May 2014
Docket NumberOriginating Summons (Bankruptcy) No 91 of 2013 (Registrar’s Appeal No 427 of 2013)
Plaintiff CounselAlagappan s/o Arunasalam (A Alagappan Law Corporation)
Defendant CounselAdrian Tan Wen Cheng (Camford Law Corporation)
Subject MatterInsolvency Law,Bankruptcy,Statutory demand,Setting aside of statutory demand
Lee Seiu Kin J :

This is an appeal against the decision of the assistant registrar (“AR”) dismissing the application of the appellant (“Zaw”) to set aside the statutory demand (“SD”) issued against him by the respondent (“Norb”). On 14 January 2014, after hearing counsel for the parties, I allowed the appeal with costs. Norb filed a notice of appeal on 12 February 2014 and I now give my grounds of decision.

Norb had issued a SD upon a guarantee given by Zaw on a third party debt. The issue in this appeal is whether there is a substantial dispute on the debt, which would justify setting aside the SD. A major contention between parties lies with whether or not consideration was provided for the guarantee. Zaw argued that there was no consideration provided by Norb and therefore the guarantee was null and void. Norb argued that consideration was provided for Zaw’s guarantee.

Background facts

Ku Swee Boon (“Ku”) is the sole proprietor of Norb, which is in the business of providing printing services. Sometime in October 2011, Zaw and his partner, one Huang Ziting (“Huang”), approached Ku for the printing of a large quantity of booklets of discount dining vouchers (“Booklets”). Ku understood from Zaw and Huang that they intended to sell the Booklets to members of the public through a limited liability partnership, Adlogic Asia LLP (“Adlogic”), of which they are partners.

In October 2011, Norb and Adlogic entered into an oral agreement1 for 100,000 pieces of the Booklets for the price of $80,000. On 29 November 2011, Ku received the first payment of $4,000 from Adlogic for the Booklets.

The Booklets were delivered to Adlogic in two batches; one in mid-December 2011, and the other in end-December 2011.2 Sale of the Booklets was poor and Adlogic had difficulties paying Norb.3 Parties came to an arrangement under which Adlogic would make the payment out of its daily takings from the sale of the Booklets to Norb.4 Various payments of sums ranging from $330 to $1,000 were then made by Adlogic during the period from 9 January 2012 to 27 January 2012.5 In February 2012, Action for Aids, the charity under which the Booklets were sold, stopped Adlogic from selling the Booklets.6

Signing of guarantee

Sometime either in early December 2011 or in the third week of February 2012, Zaw and Huang signed a document guaranteeing all sums due and payable from Adlogic to Norb. The date that the guarantee was signed is disputed.

According to Zaw, the signing took place in the third week of February 2012. Ku had arrived at Adlogic’s office at #05-01 Prosper Industrial Building to ask when Adlogic would settle its debt to Norb.7 Ku told Zaw and Huang that he “did not feel secure” because the licence from Action for Aids to Adlogic to sell Booklets expired in February 2012, and Adlogic was not able to pay Nord.8 Ku said that he wanted the guarantee from Zaw and Huang so that he felt “secure”.9 Although the guarantee was dated 1 December 2011, it did not represent the true date on which parties signed the document. Zaw said that the guarantee was backdated by Ku.

According to Ku, however, the guarantee was signed in or around mid-December 2011. Ku explained that the guarantee was dated 1 December 2011 because that was approximately when Ku requested Zaw and Huang to provide the guarantee and that was the date the guarantee was prepared. Ku felt that it would be prudent to obtain a guarantee from Zaw and Huang because he was keenly aware of the size and total price of the order placed by Adlogic and the fact that Adlogic is a limited liability partnership.10

Supply of namecards

The existence of a further supply of namecards from Norb to Adlogic is another factual dispute of this case. Norb alleged that Adlogic had, sometime in February 2012, ordered 500 pieces of namecards costing $50.11 Zaw denied having ordered namecards from Norb. Zaw also disputed the invoice for the namecards.12

The decision below

The bankruptcy application against Zaw was first heard before an AR who found that Zaw had failed to meet the threshold for setting aside the SD. The AR disagreed with Zaw that the guarantee was null and void for lack of consideration. Because it was a “continuing guarantee”, it appeared that valid consideration was provided by Norb in the form of a promise to continue to supply. Therefore, it also did not matter whether subsequent services were actually provided, as that was an issue which went towards performance of the contract and not the validity of consideration.13

The respondent’s case

Before me, Norb sought to oppose Zaw’s application, arguing that: Zaw’s application to set aside the SD was out of time and no order...

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2 cases
  • Thu Aung Zaw v Ku Swee Boon (trading as Norb Creative Studio)
    • Singapore
    • High Court (Singapore)
    • 27 October 2017
    ...(refd) Sunny Daisy Ltd v WBG Network (Singapore) Pte Ltd [2008] 4 SLR(R) 769; [2008] 4 SLR 769 (refd) Thu Aung Zaw v Norb Creative Studio [2014] SGHC 67 (refd) Legislation referred to Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 20 r 5(3), O 20 r 11 (consd); O 14, O 20 r 5, O 20 r 5(1), O 7......
  • Liew Kai Lung Karl v Ching Chiat Kwong
    • Singapore
    • High Court (Singapore)
    • 30 April 2015
    ...In that case, the defendant had been acting in person for a substantial period of that delay. In Thu Aung Zaw v Norb Creative Studio [2014] SGHC 67, the plaintiff’s application was made more than four months out time and no separate application for an extension of time was made. Despite thi......

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