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Case Update: Pathfinder Strategic Credit LP and another v Empire Capital Resources Pte Ltd [2019] SGCA 29 – Necessary Disclosure for Leave for Creditors’ Meeting for Scheme of Arrangement

Significance: Singapore Court of Appeal sets out principles on reasonably necessary disclosure required for court to grant leave for calling a creditors’ meeting to consider a proposed scheme of arrangement. Court holds that applicant did not provide necessary financial disclosure required and refused to grant leave.

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Article: Measure of Loss for Breach of Warranty in Sale of Shares

If A buys shares from B, and B made certain warranties to A about the company which turned out to be false, A can sue B for breach of warranty. Separately, if B had made misrepresentations to A to induce A to purchase the shares, A can sue B for misrepresentation in addition to breach of contract.

This may occur for example where it was falsely warranted that the company’s profits were higher than they in fact were, or that certain machinery or property of the company was in good working condition and free of defects.

How is the loss measured in such a scenario?

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Case Update: B2C2 Ltd v Quoine Pte Ltd [2019] SGHC(I) 3 – SICC decides on cryptocurrency trade dispute

SICC decision in B2C2 v Quoine is groundbreaking. A few comments:

1. Cryptocurrency is deemed akin to property which can be held on trust. Significance: crypto assets will be ringfenced if trustee becomes insolvent.

2. Cryptocurrency exchange platform (or any other type of digital exchange) must expressly contract for the right to reverse trades in certain scenarios.

3. In determining the application of the legal doctrine of unilateral and common mistake, the court considered the knowledge and intent of the programmer of the trading algorithm—whether the algo was intended to be opportunistic of mistakes. Strangely, it’s possible that if a human was the one who executed the same trades, the doctrine may apply to deny the plaintiff’s claim.

4. Significance: legal doctrine is being bent by algorithm and technology. This decision may pave the approach for application of doctrine to scenarios of automated technology replacing human actors.

5. Remedy in this case was not return of the cryptocurrency because of the substantial value increase since the events. Instead damages were to be assessed. This may matter if the defendant is cash light.

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Case Update: Malayan Banking Bhd v Barclays Bank PLC [2019] SGHC(I) 04 – SICC holds implied contract for inter-bank payment based on SWIFT

Significance: The Singapore International Commercial Court (SICC), coram Jeremy Lionel Cooke IJ, held that Barclays Bank entered into an implied contract with Maybank to make the payment according to the payment instruction sent prior and was not entitled to subsequently refuse payment on alleged suspicion of fraudulent circumstances of the payment. The SICC also held that Barclays failed to prove a market practice which could be implied by custom or usage as a term of the implied contract.

Comment: It is rare for an implied contract to be found. And for legal principles to be clarified in application to the inter-bank SWIFT system.

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Article: Jurisdictional puzzle in English and European Union law regarding insolvency and civil & commercial proceedings

I recently came across this interesting jurisdictional puzzle.

Whether an EU member state’s court has, and should exercise, jurisdiction to hear a dispute regarding a contract dispute involving a sub-issue on whether a bankrupt’s statutory discharge under the UK Insolvency Act 1986 was inapplicable to the contractual debt because it was in respect of fraud or fraudulent purposes. What if another EU Member State’s court has already heard insolvency proceedings regarding that bankrupt?

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Case Update: Jian Li Investments Holding Pte Ltd and others v Healthstats International Pte Ltd and others [2019] SGHC 38

Jian Li Investments Holding Pte Ltd and others v Healthstats International Pte Ltd and others [2019] SGHC 38

Case summary: Co-founders of a med-tech company failed to seek court’s leave to commence a statutory derivative action under s 216A of the Companies Act against two directors appointed by the majority shareholder for allegedly not sufficiently protecting the company’s key product’s software source code and algorithm.

The directors successfully argued that the co-founders brought the application for collateral purposes – retaliation for their removal as directors of the company and an attempt to wrest back control over the company.

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Legislative Update: MinLaw will amend the Copyright Act

MinLaw will be amending the Copyright Act

1. New right of attribution to creator. Regardless whether creator has lost the copyright.

2. Creators own copyright in commissioned works by default.

3. Criminalisation of people who manufacture, import, distribute, or sell products that are designed or made primarily for access to pirated content.

4. Copyright exception to non-profit schools and students for using online content.

5. Copyright exception for automated text and data mining for analysis. Good for big data analytics.

6. New class licensing scheme for collective management organisations.

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Legislative Update: MAS Payment Services Act and fintech

Significance: new Payment Services Act (“PSA“) by the Monetary Authority of Singapore (“MAS”) was passed by Parliament on 14 January 2019. This new law will replace the Payment Systems (Oversight) Act (Cap. 222A) (“PSOA”) and the Money-Changing and Remittance Businesses Act (Cap. 187) (“MCRBA”).

The proposed new law will apply to:-

a) account issuance service;
b) domestic money transfer service;
c) cross-border money transfer service;
d) merchant acquisition services;
e) e-money issuance service;
f) digital payment token service (cryptocurrencies or virtual currencies);
g) money-changing service.

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