BNP PARIBAS SA v JACOB AGAM & Anor [2017] SGHC(I) 2 (17 February 2017)

BNP PARIBAS SA v JACOB AGAM & Anor [2017] SGHC(I) 2 (17 February 2017)

The merger between BNP Paribas Wealth Management and BNP Paribas SA was effected under French law, resulting in universal succession and dissolution of BNPWM. Section 55B(2) of the Singapore Banking Act recognizes transfers of banking business under any law, including foreign law, and does not require court approval for such transfers. The references to subrogation in the Merger Agreement do not import the common law concept requiring the continued existence of BNPWM. Therefore, BNP Paribas SA is entitled to be substituted as plaintiff in place of BNP Paribas Wealth Management.

Citation
[2017] SGHC(I) 2
Parties
Original Plaintiff: BNP Paribas Wealth Management; Substituted Plaintiff: BNP Paribas SA; Defendant: Jacob Agam; Defendant: another (sister of Jacob Agam)
Jurisdiction
Singapore
Judgment Date
17 February 2017
Procedural Posture
Summons for Substitution of Plaintiff in Ongoing Commercial Suit / Interlocutory Application; Judgment on Substitution
Outcome
Application for substitution granted.
Legal Topics
Substitution of Parties, Universal Succession, Foreign Mergers, Recognition of Foreign Company Law, Banking Business Transfer, Interpretation of Singapore Banking Act
Civil Procedure Banking Law Company Law Conflict of Laws Substitution of Parties Universal Succession Foreign Mergers Recognition of Foreign Company Law +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 9 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

BNP Paribas Wealth Management

Original Plaintiff

BNP Paribas SA

Substituted Plaintiff

Jacob Agam

Defendant

another (sister of Jacob Agam)

Defendant

Procedural Posture

Summons for Substitution of Plaintiff in Ongoing Commercial Suit / Interlocutory Application; Judgment on Substitution

Legal Issues

  1. 1 Whether BNP Paribas SA should be substituted as plaintiff in place of BNP Paribas Wealth Management after a French law merger and dissolution of BNPWM
  2. 2 Whether the merger and transfer of assets/liabilities is effective and recognized under Singapore law without court approval under the Banking Act

Ratio Decidendi

The merger between BNP Paribas Wealth Management and BNP Paribas SA was effected under French law, resulting in universal succession and dissolution of BNPWM. Section 55B(2) of the Singapore Banking Act recognizes transfers of banking business under any law, including foreign law, and does not require court approval for such transfers. The references to subrogation in the Merger Agreement do not import the common law concept requiring the continued existence of BNPWM. Therefore, BNP Paribas SA is entitled to be substituted as plaintiff in place of BNP Paribas Wealth Management.

Court Disposition

Application for substitution granted.

Orders

  • BNP Paribas SA is substituted as plaintiff in place of BNP Paribas Wealth Management with effect from 1 October 2016.
  • Leave to amend the writ of summons to BNP Paribas SA, to be filed and served within three working days.