Create the Future LP & Anor v Pirate Studios Pte. Ltd. & 2 Ors

[2026] SGHC 74 High Court (General Division) 7 April 2026 • HC/OA 1402/2025 • 22 min read

4 cases cited

Catchwords

Injunctions — Application Companies — Directors — Meetings Contract — Contractual terms — Implied terms

Practice Areas

Injunctions Companies Contract

Judges (1)

Philip Jeyaretnam Delivered

Counsel (7)

Selvam LLC Firm Shook Lin & Bok LLP Firm Chia Bing Da Edric Counsel Applicant Lee Ping (Li Ping) Counsel Respondent Luis Inaki Duhart Gonzalez Counsel Applicant Nikhita Tejal Mulani Counsel Respondent Ryan Mark Lopez Counsel Respondent

Parties (5)

Blackbeard Limited Applicant Create the Future LP Applicant Pirate Studios Pte. Ltd. Respondent Eric Norman Solberg Respondent Kyle Roland Respondent

Case Significance

Create the Future LP and another v Pirate Studios Pte Ltd and others [2026] SGHC 74, decided on 7 April 2026 by Justice Philip Jeyaretnam, concerned a corporate governance dispute at Pirate Studios Pte Ltd, a Singapore-incorporated company. Under a convertible loan agreement dated 3 June 2024, EXS Securities and Fiscal Agent Limited exercised lenders' conversion rights on 15 November 2025, issuing a Conversion Notice to convert a portion of outstanding loans into equity. The applicants — shareholders Create the Future LP and Blackbeard Limited — challenged resolutions passed at a board meeting attended only by lender-appointed directors, arguing these were invalid under the company's constitution which gave founders Eric Norman Solberg and Kyle Roland certain board rights. The court examined implied terms in the constitution and whether an injunction should issue, with the Companies Act as the governing statute.

Summary

Shareholders of Pirate Studios Pte Ltd challenged board resolutions passed at a 24 November 2025 meeting attended only by lender-appointed directors, contending that the meeting lacked the quorum required under the company's constitution because the founders' director—whose voting rights had been suspended—should still have counted toward quorum. The court considered whether an implied term excluded a director with suspended voting rights from the quorum calculation and whether the quorum irregularity caused substantial injustice. The court declared the resolutions invalid, finding no such implied term and that the quorum requirement served a representational function whose breach caused substantial injustice, but declined to grant the injunction sought.

What board governance dispute arose in Create the Future LP v Pirate Studios [2026] SGHC 74?

Shareholders Create the Future LP and Blackbeard Limited challenged resolutions at a Pirate Studios Pte Ltd board meeting attended only by lender-appointed directors following the 15 November 2025 conversion notice, arguing the company's constitution preserved board rights for founders Eric Norman Solberg and Kyle Roland.

Statutes Cited

Companies Act (Cap 50)

Cases Cited (4)

SLR (4)

[2010] 3 SLR 143 [2012] 1 SLR 274 [2013] 4 SLR 193 [2026] 3 SLR 136

Judgment

Read the full judgment on the official Singapore Courts portal.

Read on eLitigation

Source: eLitigation ([2026] SGHC 74)