Maybank Singapore Limited v Synergy Global Resources Pte. Ltd.

Maybank Singapore Limited granted Synergy Global Resources Pte Ltd a series of banking facilities, including, under a Letter of Offer dated 13 July 2021, trade facilities under the Enterprise Financing Scheme with a credit line of US$600,000. On 9 May 2022 Synergy obtained Trust Receipt financing of US$177,450 to pay a supplier's invoice; the tenor was extended at its request to 8 August 2022, when Synergy failed to pay. Maybank's solicitors recalled all the facilities by letter of demand dated 25 October 2022 and served a Statutory Demand dated 16 November 2022 for US$184,152.63 and S$50,815.29 with interest. Synergy did not comply, and Maybank filed HC/CWU 87/2023 to wind it up. Synergy applied in HC/SUM 1741/2023 to set the application aside.

Synergy relied on its own claim against Maybank in HC/OC 338/2023. It said that Maybank's debit of a renewal fee of S$6,343.88 on 28 August 2022 renewed the trade facility, that it then concluded coconut oil deals in September 2022, and that Maybank's wrongful termination of the facility cost it at least US$933,300.

1. Whether the Trust Receipt fell due on 8 August 2022 or was extended by the repayment clause in the facility terms
2. Whether Synergy raised a triable issue that Maybank wrongfully exercised its discretion to recall the banking facilities
3. Whether the absence of a new letter of offer for the renewed facility gave Synergy a genuine cross-claim

The court restated that an undisputed debt left unpaid after a statutory demand will normally lead to winding up, while a debtor who raises triable issues on the debt or on a cross-claim may obtain a stay or dismissal; the triable issue standard and the older unlikely to succeed formula mean the same thing. Synergy argued that a clause requiring repayment within 12 months of use pushed the due date to May 2023. The judge called this a non-starter: the clause was an acceleration clause, not one extending each tenor, and Synergy's own letter of 17 October 2022 admitted the trust receipt was overdue.

On the recall, Synergy had not explained why renewal stopped Maybank from recalling the facilities when Maybank gave a clear reason, the unpaid trust receipt. The Appellate Division in Dong Wei v Shell Eastern Trading (Pte) Ltd and another [2022] 1 SLR 1318 had also suggested, obiter, that limits on contractual discretion do not apply to a discretion to terminate. Renewal did not entitle Synergy to ignore its repayment obligations. Nor was loss causally linked: Synergy never applied for credit for the September 2022 deals, less than US$50,000 of credit was then available, and no particulars of later deals were given.

The point about no new letter of offer cut against Synergy: if it had accepted no new terms, there was simply no renewed facility to draw on, though it might be owed a refund of the renewal fee.

Goh Yihan JC allowed the winding-up application in CWU 87 and dismissed SUM 1741, finding no genuine and serious cross-claim equal to or exceeding the debt. Failing agreement, the parties were to file costs submissions within 14 days, limited to seven pages each.