Re Chow Cho Poon (Private) Limited [2011] NSWSC 300

Supreme Court New South Wales

Medium Neutral Citation: Re Chow Cho Poon (Private) Limited [2011] NSWSC 300 Hearing dates: 4 April 2011 Decision date: 15 April 2011 Jurisdiction: Equity Division Before: Barrett J Decision: 1. Declare that this Court recognises the appointment of the second plaintiff as the liquidator for the time being of Chow Cho Poon (Private) Limited (In Compulsory Liquidation) ("Company"), pursuant to orders of the High Court of the Republic of Singapore made on 22 November 2007 in case number CWU57/2007/A pursuant to Part X, Division 2 of the Companies Act (Cap. 50). 2. Declare that this Court recognises the orders of the High Court of the Republic of Singapore made on 28 February 2008 in case number CSU57/2007/A. 3. Declare that the second plaintiff, in his capacity as liquidator of the Company, is authorised to open, close, redesignate and operate (such operation to include, without limitation, withdrawal and deposit of funds) the Company's bank accounts in Australia, being account numbers 032003- XXXXXX and 032102-YYYYYY with Westpac Banking Corporation ("the Bank Accounts"). 4. Declare that the second plaintiff is authorised to do anything in connection with the Bank Accounts which he is entitled to do under the law of Singapore in his capacity as liquidator of the Company. Catchwords: CORPORATIONS - foreign corporations - application by foreign company and its liquidator appointed by foreign court for declarations recognising foreign winding up and its effects - reliance on Corporations Act provision requiring this court to "act in aid of, and be auxiliary to" foreign court in "external administration matter" - potential operation of provision of UNCITRAL Model Law on Cross Border Insolvency (as enacted in Australia) requiring that court "cooperate to the maximum extent possible" with foreign court - statutory provision making the relevant Corporations Act provision of no effect if inconsistent with enacted Model Law - where foreign winding up was ordered on the just and equitable ground - whether "foreign proceeding" under enacted Model Law - whether inconsistency - held none in the particular case - availability of declaratory relief where no defendant and no contradictor - particular circumstances warrant such relief where statutory foundation exists - observations on capacity of court's inherent jurisdiction to support such relief Legislation Cited: Bankruptcy Act 1869 (UK) Bankruptcy Act 1883 (UK) Bankruptcy Act 1914 (UK) Bankruptcy Act 1966 (Cth) Companies Act (Cap 50) (Singapore) Corporations Act 2001 (Cth) Corporations Regulations 2001 (Cth) Cross-Border Insolvency Act 2008 (Cth) Cross-Border Insolvency Regulations 2006 (UK) Insolvency Act 1986 (UK) Model Law on Cross-Border Insolvency of the United Nations Commission on International Trade US Bankruptcy Code Cases Cited: Al-Sabah v Grupo Torras SA [2005] UKPC 1; [2005] 2 AC 333 Ayres v Evans (1981) 39 ALR 129 Byrne v Herbert [1966] 2 QB 121 Cambridge Gas Transport Corp v Official Committee of Unsecured Creditors of Navigator Holdings plc [2006] UKPC 262; [2007] 1 AC 508 Epic Energy (WA) Nominees Pty Ltd v Michael [2003] WASC 156; (2003) 27 WAR 515 Fundora v Stanford International Bank Ltd, [2009] ECarSC 113 Guaranty Trust Company of New York v Hannay & Co [1915] 2 KB 536 Hall v Woolf [1908] HCA 74; (1908) 7 CLR 207 Hur v Samsun Logix Corporation [2009] FCA 372 ML Ubase Holdings Co Ltd v Trigem Computer Inc [2007] NSWSC 859; (2007) 69 NSWLR 577 Re AFG Insurances Ltd [2002] NSWSC 844; (2002) 43 ACSR 60 Re Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd 389 BR 325 (2008) Re Betcorp Ltd 400 BR 266 (2009) Re Cavell Insurance Co (2006) 2169 DLR (4th) 679. Re Founding Partners Global Fund Ltd [2009] SC (Bda) 36 Com Re HIH Casualty and General Insurance Ltd; McGrath v Riddell [2008] UKHL 21; [2008] 1 WLR 852 Re Independent Insurance Co Ltd [2005] NSWSC 587; (2005) 193 FLR 43 Re Kingate Global Fund Ltd [2011] SC (Bda) 2 Com Re Ran; Lavie v Ran 607 F 3d 1017 (2010) Re Stanford International Bank Ltd [2009] EWHC 1441 (Ch) Rubin v Eurofinance SA [2009] EWHC 2129 (Ch); [2010] 1 All ER (Comm) 81 Rubin v Eurofinance SA [2010] EWCA Civ 895; [2011] 2 WLR 121 United States v J A Jones Construction Group LLC 333 BR 637 (2005) Williams v Simpson [2010] NZHC 1631 Williams v Simpson (No 5) [2010] NZHC 1786 Category: Principal judgment Parties: Chow Cho Poon (Private) Limited - First Plaintiff Tam Chee Chong as liquidator of Chow Cho Poon (Private) Limited - Second Plaintiff Representation: Counsel: Ms C O Gleeson - Plaintiffs Solicitors: Corrs Chambers Westgarth - Plaintiffs File Number(s): 2011/54718