01/2014 - FORTIS LAW CORPORATION

FORTISLAW
2 0 1 4 A P R INEWSLETTER
L ISSUE
PAGE 1
FortisLaw Quarterly
01/2014
Civil Litigation Update
Court of Appeal on Stays of Bankruptcy Proceedings
Mohd Zain bin Abdullah v Chimbusco International Petroleum
Inside This Issue
1
Civil Litigation Update
2
Corporate Practice Update
3
Family Law Update
4-5
In Other News
(Singapore) Pte Ltd and another appeal [2014] SGCA 8
In this recent case, the Court of Appeal clarified the following points:
1. Stays of Bankruptcy Proceedings are Analogous to Resisting
Summary Judgment Applications,, as per the table below:
Stay of bankruptcy
Resisting a summary
proceedings
judgment application
Debtor to raise triable
Defendant to raise
issues
triable issues
When conditions
Where debtor’s case is
Where defendant’s
should be imposed
shadowy
case is shadowy
Applicable standard
2. There is No Starting Point in Determining the Amount of Security to
be Furnished. Also, conditions other than ordering that security be
provided may be imposed.. In the final analysis, some competing
considerations
include
protecting
the
creditors’
pecuniary
interests, the size of tthe
he debt, avoiding the stifling of triable issues
and responding to the different degrees of shadowiness.
To find out more, please contact
Andrew Goh, Director at Fortis
Law Corporation, at
[email protected].
On the facts, security for the full sum of the directors’ personal
guarantees was upheld as they had not provided
provide any evidence of
inability to provid
provide such a sum.
______________________________________________________________________________________
© FORTIS LAW CORPORATION (Registration No: 201024889C)
24 Raffles Place, #29-05
05 Clifford Centre, Singapore 048621 | T: +65-6535 8100 | F: +65-6535
+65
3700
Disclaimer: Nothing
hing in this newsletter is intended to constitute legal advice.
FORTISLAW NEWSLETTER
PAGE 2
Corporate Update
Measures by the Singapore Stock Exchange to strengthen transparency
The Singapore Exchange Securities Trading Limited (the “SGX-ST”) has introduced new
measures to strength transparency and monitor unusual trading activity. Such measures took
effect on 3 March 2014.
In particular, a listed company (the “Listco”) will be required to inform the SGX-ST without
delay when the board of directors of the Listco is made aware of discussions or negotiations
on a potential proposal, or in discussion or negotiation on an agreement or document,
whether binding or not that is likely to result in one of the following transactions:

The takeover of the Listco, which includes a scheme of arrangement;

The reverse takeover of the Listco; and/or

Very substantial acquisition(s) by the Listco.
Controlling shareholders are also required to notify the SGX-ST where such discussions or
negotiations are carried out by such controlling shareholders without the knowledge of the
company.
At the same time, the Listco and/or controlling shareholders
must maintain a list of persons privy to the transaction in a
prescribed form. The SGX-ST reserves the right to request for
the privy list as it deems necessary, but has stated that the
information in both the notification and the privy list will be
kept confidential.
To find out more, please
It should also be noted that such notifications do not required
contact Vanessa Ng, Director
the Listco to disclose the identity/details of any counterparty,
at Fortis Law Corporation, at
or any details regarding the commercial terms of such
[email protected].
transactions.
______________________________________________________________________________________
© FORTIS LAW CORPORATION (Registration No: 201024889C)
24 Raffles Place, #29-05 Clifford Centre, Singapore 048621 | T: +65-6535 8100 | F: +65-6535 3700
Disclaimer: Nothing in this newsletter is intended to constitute legal advice.
FORTISLAW NEWSLETTER
PAGE 3
Family Law Update
Fortis Law Corporation represented the German father in Singapore’s first Court of
Appeal decision on a child’s return under the International Child Abduction Act
BDU v BDT [2014] SGCA 12
A team of lawyers from our firm, consisting of Mr. Patrick Tan, Ms. June Lim and Ms. Low Seow
Ling, took on the first reported case under the International Child Abduction Act in Singapore.
Prior to this period, the family lived in Germany. In January 2012,
the family travelled to Singapore to celebrate Chinese New Year.
In February 2012, although the family had planned to leave
Singapore together, the father returned to Germany alone while
the mother insisted on staying in Singapore with the child.
In May 2012, the father commenced proceedings in Singapore for
a return order to Germany in respect of the child. The District
Judge found that the mother had wrongfully retained the child in
Singapore and granted the order in the father’s favour. This was
To find out more, please contact
Patrick Tan, CEO of Fortis Law
Corporation, at
[email protected].
later affirmed by both the High Court and the Court of Appeal.
Pertinent Points from the Court of Appeal
1. Where the country of the child’s habitual residence is a signatory to the Hague Convention
on the Civil Aspects of International Child Abduction, there is a presumption that the courts of
that country would consider the paramount interests of the child when deciding on custodial
issues. Thus, unless the exceptions under Article 13 of the Convention were satisfied, the court
will only be concerned with the return of the child to his or her country of habitual residence.
2. To ensure minimal adverse impact to the child or the abducting parent caused by the return
order, the court will require adequate undertakings, from both or either parties.
______________________________________________________________________________________
© FORTIS LAW CORPORATION (Registration No: 201024889C)
24 Raffles Place, #29-05 Clifford Centre, Singapore 048621 | T: +65-6535 8100 | F: +65-6535 3700
Disclaimer: Nothing in this newsletter is intended to constitute legal advice.
FORTISLAW NEWSLETTER
PAGE 4
In Other News
LANDLORD & TENANT
Cupid Jewels Pte Ltd v Orchard Central Pte Ltd [2014] SGCA 2
Facts: Pursuant to a Writ of Distress, the Landlord seized from the
Tenant, C, jewellery supplied by a related company, F.
Issue: Were these jewellery in C’s possession dealt with in the course
of their ordinary trade or business under section 8(d) of the Distress
Act to qualify for an exemption from seizure? Alternatively, was F
able to rely on section 10 of the Distress Act to obtain an order for
the jewellery to be released?
Holding: To qualify under section 8(d), the jewellery would have
had to be managed by C in its capacity as an agent for F. Further,
in order for F to rely on section 10, it had to prove that C was not
the reputed owner of the jewellery from the subjective perspective
of the Landlord.
To find out more, please contact
In that case: As C could set the price of the jewellery independently
Patrick Tan, CEO of Fortis Law
at its sole discretion and did not sell F’s goods for commission, C was
Corporation, at
not F’s agent. Also, the Landlord had perceived C to be the
[email protected].
reputed owner of the jewellery.
PROBATE & ADMINISTRATION
Lee Koon v Seah Yong Chwan [2013] SGHC 285
Facts: The Testator had willed some shares in his company to his
wife. Before the execution of the will, the company was wound up.
There was a liquidation surplus to be distributed.
Issues: Was the Beneficiary entitled to the surplus? If so, how much?
Holding: One right stemming from share ownership is liquidation
surplus. The Legatees would be entitled only to the surplus
proportionate to their specific shareholdings.
______________________________________________________________________________________
© FORTIS LAW CORPORATION (Registration No: 201024889C)
24 Raffles Place, #29-05 Clifford Centre, Singapore 048621 | T: +65-6535 8100 | F: +65-6535 3700
Disclaimer: Nothing in this newsletter is intended to constitute legal advice.
FORTISLAW NEWSLETTER
PAGE 5
In Other News
COMMERCIAL
CONTRACTS: “ALL REASONABLE ENDEAVOURS” = “BEST
ENDEAVOURS”
KS Energy Services Ltd v BR Energy (M) Sdn Bhd [2014] SGCA 16
In this case, the Court of Appeal categorically held that the test for both
the phrases “all reasonable endeavours” and “best endeavours” used in
commercial contracts are the same.
Should both phrases be used within a single contract without being
To find out more, please
specifically defined, they would be subject to the same interpretation.
contact Vanessa Ng, Director
at Fortis Law Corporation, at
The standard is an objective one, which is that of a prudent and
[email protected].
determined man, acting in the obligee’s interests and anxious to procure
the contractually-stipulated
stipulated outcome within tthe time allowed.
PERSONAL DATA PROTECTION ACT (“PDPA”)
The PDPA governs the collection, use, disclosure and care of an
individual’s personal data. By definition, business contact details are
excluded.
There are 2 components to the PDPA, namely, the main data protection
rules and a separate Do-Not-Call
Call Registry segment. While the latter has
already come into effect, the former only commences on 2 July 2014.
Under the PDPA, organisations are generally required to do the following:

Obtain the individual’s consent;

Disclose the purposes for which they are dealing with the data; and

Deal with the data only for purposes considered appropriate to a
To find out more, please
contact Andrew Goh, Director
at Fortis Law Corporation, at
[email protected].
andrew.goh
reasonable person.
The PDPA takes on a business-friendly
friendly approach and is hence likely to se
see
provisions being interpreted in favour of organisations.
______________________________________________________________________________________
© FORTIS LAW CORPORATION (Registration No: 201024889C)
24 Raffles Place, #29-05
05 Clifford Centre, Singapore 048621 | T: +65-6535 8100 | F: +65-6535
+65
3700
Disclaimer: Nothing
hing in this newsletter is intended to constitute legal advice.

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