LIN YUEH HUNG & Anor v ANDREAS VOGEL & PARTNER, RECHTSANWAELTE, AV & P LEGAL LLP & 2 Ors

Facts

CST South East Asia Pte Ltd was placed in members' voluntary liquidation on 7 June 2021. Its liquidators invited claims, and received three claims dated 13 August 2021 from Andreas Vogel & Partner, Rechtsanwaelte, AV & P Legal LLP (the LLP), Andreas Vogel Pte Ltd (the company) and Mr Andreas Dieter Vogel. The liquidators rejected all three, citing among other reasons lack of capacity, lack of basis, time bar and insufficient evidence. The LLP and the company objected by email without detailed reasons and did not answer a request for clarification, and none of the creditors applied to court to challenge the rejection.

Concerned that the creditors might later seek to have the company's dissolution declared void, the liquidators brought Originating Application No 220 of 2023 under s 181(1)(a) of the Insolvency, Restructuring and Dissolution Act 2018, asking the court to decide whether their rejection of the claims was valid. In Summonses Nos 1510 and 1511 of 2023, the LLP and the company each asked for permission to be represented in that application by Mr Vogel, a partner of the LLP and the company secretary of the company, citing the cost of lawyers, losses for the Year of Assessment 2022 and his three master's degrees.

Issues

1. Whether Mr Vogel was duly authorised to act for the LLP and the company under O 4 r 3(3)(a) of the Rules of Court 2021
2. Whether Mr Vogel had sufficient executive or administrative capacity or was a proper person to represent them under O 4 r 3(3)(b)
3. How the authorities decided under the Rules of Court 2014 apply to the new rule

Holding

The High Court allowed both applications, giving permission for Mr Vogel to act for the LLP and for the company in Originating Application No 220 of 2023. The parties were directed to attend before the Registrar to obtain a hearing date.

Reasoning

The court explained that the 2021 rule replaced the detailed affidavit requirements of the 2014 rules. Cases such as HG Metal Manufacturing Ltd v Gayathri Steels Pte Ltd and others [2016] 5 SLR 238, which required strict procedural compliance, need not be followed to the letter. The old requirements remain useful pointers when deciding whether an officer is duly authorised. For the LLP, Mr Vogel swore the supporting affidavit himself, but he explained that the only other partner was a German sole proprietorship that he owned, so he was the only person who could sign; following Bulk Trading SA v Pevensey Pte Ltd and another [2015] 1 SLR 538, this was not fatal. For the company, its director signed the authorisation.

On the substantive limb, the new test focuses on the officer's character and abilities rather than on whether permission is appropriate overall. Factors listed in Elbow Holdings Pte Ltd v Marina Bay Sands Pte Ltd [2015] 5 SLR 289 that do not concern the officer, such as a company's finances, are now largely irrelevant and need a very good reason to be considered. Mr Vogel had produced his degree scrolls, showing master's degrees in law, which equipped him to assist the court. The court did not rely on the financial arguments, though it noted that the LLP's losses would have supported its application and that there was no evidence of the company's finances.

From the judgment