Energy World Corporation Limited v Standard Chartered Private Equity (Singapore) Pte Ltd (No 2) [2021] NSWSC 8

Energy World Corporation Limited v Standard Chartered Private Equity (Singapore) Pte Ltd (No 2) [2021] NSWSC 8

The transfer by SCPE of its interests in the Notes to Augusta was a Permitted Transfer within the meaning of the contract because the phrase 'Standard Chartered Principal Finance Exit Transaction' includes a transaction transferring ownership or management of part (as well as the whole) of the relevant Business. The Transaction Agreement transferred the majority of SCB's Principal Finance Business, and thus the transfer by SCPE was in connection with such an Exit Transaction. Therefore, the obligation to offer the right to purchase the Notes to the Buyer Parties did not arise.

Parties
First Plaintiff/first Cross Defendant: Energy World Corporation Limited; Second Plaintiff/second Cross Defendant: Energy World International Ltd; Third Plaintiff/third Cross Defendant: Slipform Engineering International (H.K.) Limited; Fourth Plaintiff/fourth Cross Defendant: P.T. Slipform Indonesia; First Defendant/first Cross Claimant: Standard Chartered Private Equity (Singapore) Pte. Ltd; Second Defendant/second Cross Claimant: Augusta Investments I Pte. Ltd
Jurisdiction
Australia
Judgment Date
15 January 2021
Procedural Posture
Commercial List Equity / Final Judgment
Outcome
Plaintiffs' claims dismissed; orders granted for transfer registration and judgment for outstanding sums; costs ordered against plaintiffs.
Legal Topics
Construction and Interpretation of Commercial Contracts, Transferability of Debt Instruments, Right of First Refusal, Declaratory and Injunctive Relief, Permitted Transfer Under Deed Poll
Contracts Equity Commercial Law Construction and Interpretation of Commercial Contracts Transferability of Debt Instruments Right of First Refusal Declaratory and Injunctive Relief Permitted Transfer Under Deed Poll

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Parties

Energy World Corporation Limited

First Plaintiff/first Cross Defendant

Energy World International Ltd

Second Plaintiff/second Cross Defendant

Slipform Engineering International (H.K.) Limited

Third Plaintiff/third Cross Defendant

P.T. Slipform Indonesia

Fourth Plaintiff/fourth Cross Defendant

Standard Chartered Private Equity (Singapore) Pte. Ltd

First Defendant/first Cross Claimant

Augusta Investments I Pte. Ltd

Second Defendant/second Cross Claimant

Procedural Posture

Commercial List Equity / Final Judgment

Legal Issues

  1. 1 Whether the transfer by SCPE of Notes to Augusta was a Permitted Transfer under the Notes Deed Poll and related Conditions
  2. 2 Whether SCPE was obliged to offer the right to purchase the Notes to the second to fourth plaintiffs prior to such transfer
  3. 3 Proper construction of 'Standard Chartered Principal Finance Exit Transaction' and 'Permitted Transfer'

Ratio Decidendi

The transfer by SCPE of its interests in the Notes to Augusta was a Permitted Transfer within the meaning of the contract because the phrase 'Standard Chartered Principal Finance Exit Transaction' includes a transaction transferring ownership or management of part (as well as the whole) of the relevant Business. The Transaction Agreement transferred the majority of SCB's Principal Finance Business, and thus the transfer by SCPE was in connection with such an Exit Transaction. Therefore, the obligation to offer the right to purchase the Notes to the Buyer Parties did not arise.

Court Disposition

Plaintiffs' claims dismissed; orders granted for transfer registration and judgment for outstanding sums; costs ordered against plaintiffs.

Orders

  • The Amended Commercial List Summons filed 9 March 2020 be dismissed.
  • The First Plaintiff to forthwith register in the register of Noteholders the transfer from the First Defendant to the Second Defendant of Notes in the principal amount of US$50 million.