Romy Ingrid Castel and others v Investment Beverage Business Management Pte. Ltd. and others

The claimants, Romy Ingrid Castel, Gilles Henry Christien Martignac and Guy Rene Andre De Clercq, hold 72.33% of Investment Beverage Business Management Pte Ltd (IBBM), a fund manager holding a capital markets services licence. In HC/OA 166/2026 they dispute whether Ms Castel could vote at an extraordinary general meeting on 2 February 2026, at which, with a replacement chairman, resolutions were declared passed removing two directors, Baer Pierre Francois Alec and Gregory Quentin Clerc. On 9 February 2026 the court granted interim injunctions restraining those two from acting as directors pending OA 166. Their first application to set those aside, for non-disclosure, was dismissed in [2026] SGHC 158.

Another director then resigned, and on 29 June 2026 the remaining director, Hoo Ping Hua, also resigned, though he stayed on as chief financial officer, leaving IBBM with no functioning directors. The Monetary Authority of Singapore (MAS) warned this was not tenable. The claimants convened a further meeting on 3 August 2026, where the same resolutions passed on Ms Castel's disputed votes but were suspended pending OA 166. In HC/SUM 2385/2026 the two restrained directors again sought to set aside the injunctions for abuse of process or, alternatively, to let Mr Baer act in a limited capacity. In HC/SUM 2549/2026 the claimants sought orders requiring Mr Hoo and the company secretary to seek MAS approval for, and then register, three proposed new directors.

1. Whether the second setting-aside application was barred by the extended doctrine of res judicata or was itself an abuse of process
2. Whether the claimants abused the court's process by convening the August meeting
3. Whether the governance vacuum was a material change of circumstances justifying a variation of the injunctions
4. Whether the mandatory orders to process the appointment of the new directors should be granted

The defendants received notice of the August meeting weeks before the earlier judgment, yet did not raise it, and filed the new application a day after losing. Applying the Henderson doctrine, the court found the point could and should have been raised earlier and inferred that it had been held back to hedge their position, which was itself an abuse of process.

In any event, shareholders have a statutory right under s 177(1) of the Companies Act 1967 to convene meetings, which the injunctions did not limit. The claimants could reasonably hope another shareholder would vote differently, the governance vacuum was a real reason to meet, and the suspension resolution, which Mr Baer himself voted for, preserved the status quo. With OA 166 due to be heard within a month, there was also no reason in the interests of justice to disturb the injunctions.

On variation, the court treated a material change of circumstances as a high bar and held that self-induced changes do not count. It found Mr Hoo's stated reasons for resigning self-serving, since he remained finance chief, and inferred that the vacuum had been engineered in concert with the defendants. Letting Mr Baer, whose removal is the subject of OA 166, instruct lawyers in that case would create a conflict, and one director would still not meet MAS's two-director requirement.

The claimants' proposal carried the least risk of injustice: the new directors were subject to MAS assessment, the claimants undertook to pay damages if the order proved wrong, and the regulatory form was largely administrative and could be completed by the company secretary and the finance chief.

The High Court dismissed the defendants' application in HC/SUM 2385/2026 in its entirety and allowed the claimants' application in HC/SUM 2549/2026, ordering the third and fourth defendants to take the steps to seek MAS approval for and register the new directors, until further order or the disposal of OA 166. Costs were left for further submissions.