GOH CHIN CHENG v CHOCO UP SG PTE LTD

Facts

Mr Goh Chin Cheng was the sole shareholder and director of Advance Survey Consultant Pte Ltd, a land surveying company. In April 2024 Advance Survey entered into a Commercial Agreement with Choco Up SG Pte Ltd, a private lender and funder, and Bueno Technologies Pte Ltd, under which Choco Up provided financing. Mr Goh personally guaranteed Advance Survey's obligations. Choco Up said the arrangement was factoring, not a loan.

After Advance Survey defaulted, Choco Up demanded $191,237.88 and served a statutory demand on Mr Goh under the guarantee. Through their then solicitors, Advance Survey and Mr Goh accepted a repayment schedule in September 2024 (the Settlement Agreement), with interest at 3% per month on default. Part-payments of $106,000 were made, but payments stopped after March 2025, and Choco Up served a third statutory demand on 19 September 2025 for $174,834.53.

Mr Goh applied out of time in Originating Application (Bankruptcy) No 125 of 2025 to set it aside, and in Summons No 3405 of 2025 sought permission retrospectively for a further affidavit he had filed. He argued that the underlying agreements were disguised unlicensed moneylending to him personally and that the fees charged were penalties. His counsel's written submissions attributed to two decided cases propositions and a quotation that those cases did not contain.

Issues

1. Whether Mr Goh should be permitted to rely on a further affidavit filed in the setting-aside application
2. Whether the third statutory demand should be set aside because the debt was disputed on substantial grounds or for illegality
3. Whether the court could extend the four-month period for Choco Up to file a bankruptcy application
4. Whether counsel for Mr Goh should be ordered to pay costs personally for miscited authorities

Holding

The assistant registrar allowed the affidavit application but dismissed the application to set aside the statutory demand, fixing costs payable by Mr Goh to Choco Up at $25,000 (all in). Choco Up was given until 19 February 2026 to file any bankruptcy application based on the demand. Mr Goh's counsel was ordered to personally pay Choco Up costs of $900 for miscitation of authorities.

Reasoning

On the further affidavit, the insolvency rules were silent, but the general rule that further affidavits require permission and a special case was applied by analogy. Uncertainty in the rules, the fact that the affidavit had already been read, and the ability to let Choco Up reply together made this a special case.

On the setting aside, a court order for substituted service of a statutory demand is not needed, and the service steps taken were adequate. Time was extended because the delay was explained by failed negotiations, but the application failed on its merits. The Settlement Agreement was validly formed: Mr Goh had legal advice, entered it voluntarily and partly performed it. Nothing showed that the underlying agreements were clearly tainted by illegality. The financing was given to a company, and the cases cited did not establish that a corporate loan backed by a director's guarantee is a sham; there was no evidence Choco Up looked to Mr Goh as the true borrower. The platform fees were a primary obligation outside the penalty rule, and nothing showed the late fees were a penalty. No genuine triable issue was raised.

On the time to file a bankruptcy application, the four-month limit had just elapsed when the application was dismissed. The court held it had power to extend time through its power to give directions on hearing a setting-aside application, the general power to extend time under s 13 of the IRDA, and the rule that non-compliance does not render proceedings void. Where a setting-aside application is dismissed after the period runs out, an extension will generally be appropriate, since refusing it would make the dismissal pointless.

On the miscitations, counsel's submissions stated the opposite of what one case decided and included a quotation that appeared to be fictitious. Applying the three-stage Ridehalgh test, his conduct was both negligent and improper, it caused Choco Up wasted costs, and a personal costs order was just. Whether artificial intelligence was involved was immaterial; the duty was to verify what is put before the court.

From the judgment