Energy World Corporation Limited v Standard Chartered Private Equity (Singapore) Pte Ltd (No 2) [2021] NSWSC 8

Supreme Court New South Wales

Medium Neutral Citation: Energy World Corporation Limited v Standard Chartered Private Equity (Singapore) Pte Ltd (No 2) [2021] NSWSC 8 Hearing dates: 26 November 2020 Date of orders: 15 January 2021 Decision date: 15 January 2021 Jurisdiction: Equity - Commercial List Before: Henry J Decision: (1) The Amended Commercial List Summons filed 9 March 2020 be dismissed. (2) The First Plaintiff forthwith register, in the register of Noteholders referred to in the Note Deed Poll executed by the First Plaintiff dated 14 September 2018 (Note Deed Poll), the transfer from the First Defendant to the Second Defendant of Notes in the principal amount of US$50 million referred to in Note Certificate No.1 issued by the First Plaintiff dated 15 October 2018 (Notes). (3) The First Plaintiff upon registering the transfer of Notes referred to in order 2, forthwith deliver to the Second Defendant a Note Certificate complying with the requirements of the Note Deed Poll in respect of the Second Defendant's holding of Notes. (4) A declaration that, as at 26 November 2020, the sum of US$32,826,299.10 was due, payable and owing by the First Plaintiff to the First Defendant under the Notes. (5) Judgment be entered in favour of the First Defendant against the First Plaintiff for US$32,826,299.10 together with default interest at a daily rate of: (a) US$2,210.58 for the period from 27 November 2020 to 31 December 2020: and (b) US$2,216.63 for the period from 1 January 2021 to 15 January 2021. (6) The Plaintiffs pay the Defendants' costs of the proceedings as agreed or assessed. Catchwords: CONTRACTS – Construction – Interpretation of Notes Deed Poll and related terms and conditions – whether the transfer of Notes by first defendant to second defendant was a Permitted Transfer – whether first defendant was obliged to offer the right to purchase the notes to second to fourth plaintiffs - held transfer was a Permitted Transfer Legislation Cited: Uniform Civil Procedure Rules 2005 (NSW), r 42.1 Cases Cited: AFC Holdings Pty Ltd v Shiprock Holdings Pty Ltd [2010] NSWSC 985 Australian Broadcasting Commission v Australasian Performing Right Association Limited (1973) 129 CLR 99; [1973] HCA 36 Energy World Corporation Limited v Standard Chartered Private Equity (Singapore) Pte Ltd [2020] NSWSC 1348 Kelly v The Queen (2004) 218 CLR 216; [2004] HCA 12 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Watson v Phipps (1985) 60 ALJR 1 Wiggins Island Coal Export Terminal Pty Ltd v New Hope Corporation Limited [2019] NSWCA 316 XL Insurance Co SE v BNY Trust Company of Australia Limited [2019] NSWCA 215 Texts Cited: Nil Category: Principal judgment Parties: Energy World Corporation Limited (First Plaintiff/First Cross-Defendant) Energy World International Ltd (Second Plaintiff/Second Cross-Defendant) Slipform Engineering International (H.K.) Limited (Third Plaintiff/Third Cross-Defendant) P.T. Slipform Indonesia (Fourth Plaintiff/Fourth Cross-Defendant) Standard Chartered Private Equity (Singapore) Pte. Ltd (First Defendant/First Cross-Claimant) Augusta Investments I Pte. Ltd (Second Defendant/Second Cross-Claimant) Representation: Counsel: J Giles SC with R Jedrzejczyk (Plaintiffs/Cross-Defendants) F Roughley with N Pulsford (First Defendant/First Cross-Claimant) N Kidd SC (Second Defendant/Second Cross-Claimant)