Re Alsen Chance Holdings Ltd (in liquidation) (Standard Chartered Bank (Singapore) Ltd, non-party) and other matters [2026] SGHC 61

This concerned four winding-up applications brought by various foreign companies (“Applicants”), each currently undergoing liquidation in the British Virgin Islands (“BVI”), seeking to be wound up in Singapore. The background to these applications is my previous decision in Re Blackstone Asia Real Estate Partners Ltd [2025] SGHC 191 (“Model Law Judgment”), in which I held that Art 23(9) of the UNCITRAL Model Law on Cross-Border Insolvency (“Model Law”), as adopted in Singapore by way of s 252 and the Third Schedule of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”), operates to bar foreign representatives from bringing avoidance claims relating to transactions which were entered into before the Model Law’s entry into force in Singapore (at [36]).

Against this backdrop, the Applicants filed the present applications. The stated purpose of the applications is to allow the Singapore liquidators to pursue various avoidance claims against two banks, as well as the employees of one of the banks, in respect of transactions which occurred before the Model Law came into force in Singapore, under ss 238 and 239 of the IRDA. This was, as I noted in the Model Law Judgment (at [53]), a possible workaround to my decision.

The two banks and one of the employees (“Non-Parties”), against whom the avoidance claims are to be brought, sought to participate in the winding-up applications. The Applicants objected to their participation. A preliminary issue thus arose as to whether the Non-Parties had the requisite standing to participate in the winding-up applications.

At the time I heard the parties on this preliminary issue, the Applicants’ appeals against my decision in the Model Law Judgment were still pending. The Court of Appeal has since dismissed the appeals in Blackstone Asia Real Estate Partners Ltd v Standard Chartered Bank (Singapore) Ltd [2026] SGCA 12. As I explain further below (see [37]), however, the outcome of the appeals did not have any bearing on my decision here.

After considering the parties’ arguments, I find that the Non-Parties do not have standing to participate in the winding-up applications.

Background

The parties

The applicants in HC/CWU 453/2025, HC/CWU 454/2025 and HC/CWU 457/2025 are Alsen Chance Holdings Ltd, Brightstone Jewellery Ltd and Blackstone Asia Real Estate Partners Ltd respectively. Each of these companies is currently in liquidation in the BVI. The non-party in these applications is Standard Chartered Bank (Singapore) Ltd (“SCB”).

The applicant in HC/CWU 456/2025 is Brazen Sky Ltd (“Brazen Sky”). As with the other applicants, it is currently in liquidation in the BVI. The non-parties in HC/CWU 456/2025 are BSI Bank Ltd (“BSI”) and Mr Hans Peter Brunner (“Mr Brunner”).

Procedural history

The Applicants were placed into liquidation in the BVI at various points from December 2021 to March 2024. This was for the purposes of investigating the Applicants’ involvement in allegedly fraudulent transactions.

These foreign liquidations were all granted recognition under the Model Law in Singapore between 2022 and 2024. Following this, the Applicants filed the applications for standing under the Model Law to pursue avoidance actions under ss 238 and 239 of the IRDA against, among others, the Non-Parties.

The applications were dismissed on 24 September 2025 (see Model Law Judgment). On 7 November 2025, the Applicants appealed against my decision. The appeals were dismissed on 11 March 2026 (see Blackstone Asia Real Estate Partners Ltd v Standard Chartered Bank (Singapore) Ltd [2026] SGCA 12).

On 28 November 2025, the Applicants filed the winding-up applications in the present case. It is not disputed that the purpose of these applications is to ultimately allow the Singapore liquidators to pursue avoidance claims against the Non-Parties in respect of transactions which occurred before the Model Law came into force in Singapore.

At the case conference, the Non-Parties indicated that they were seeking to participate in the substantive hearing for the winding-up applications. The Applicants objected to their participation. I thus directed for submissions to be filed on the issue of standing. Following the hearing, I gave directions for further submissions to be filed.

The parties’ cases

SCB’s arguments

Second, SCB relies on the decision of PricewaterhouseCoopers v Saad Investments Co Ltd [2014] 1 WLR 4482 (“Saad Investments”), where the Privy Council allowed a party who was not a creditor or contributory of the company to intervene in the winding-up proceedings, on the basis that that party was the direct target of the winding-up order. As the winding-up applications here were brought for the purpose of allowing the Applicants to eventually pursue claims against SCB, SCB is a direct target of the winding-up applications and therefore has the requisite standing to participate based on Saad Investments.

Finally, given that SCB would in due course be affected by any winding-up order made against the Applicants in its absence, it would be entitled to apply to set aside the winding-up order under r 12(7) of the Insolvency, Restructuring and Dissolution (Corporate Insolvency and Restructuring) Rules 2020 (“CIR Rules”). It would therefore conserve judicial time and resources to allow SCB the opportunity to be heard at this stage.

BSI’s arguments

The arguments raised by BSI were largely the same as SCB. Relying on Saad Investments, BSI argues that it is a direct target of, or would be directly affected by, any winding-up order made against Brazen Sky, and thus possesses the requisite standing to participate in Brazen Sky’s winding-up application.

Mr Brunner’s arguments

Mr Brunner does not claim to be a creditor of the Applicants, whether contingent or otherwise. However, in alignment with SCB and BSI, Mr Brunner relies on Saad Investments to argue that he has standing to participate in the hearing of Brazen Sky’s winding-up application, given that he is a direct target of the winding-up order sought.

The Applicants’ arguments

In relation to Saad Investments, the Applicants’ position is that it should not be followed under Singapore law. In the alternative, even if it is accepted as good law, Saad Investments involved highly unusual circumstances and did not apply to the Non-Parties in the present case. The fact that claims may be brought against the Non-Parties if the winding-up applications are granted would not be sufficient to grant them standing. The Non-Parties need to additionally identify a “well arguable point” on the merits as to why the winding-up orders ought not to be made, such that their participation would be in the “interests of justice”. The exception in Saad Investments should only apply in exceptional situations and ought to be construed narrowly.

As for the provisions of the CIR Rules relied on by the Non-Parties, the Applicants argue that these provisions are irrelevant to the question of standing, as they only deal with procedural matters such as how notice may be given.

Issues to be determined

The issues to be determined are thus as follows:

Having considered the parties’ arguments, I find that the Non-Parties do not have standing to participate in the winding-up applications. The Non-Parties are not contingent creditors of the Applicants, nor do they fall within the scope of the exception in Saad Investments.

The Non-Parties are not contingent creditors of the Applicants

The starting point is the general rule that only the company, a creditor, a contributory, the Official Receiver, or the proposed liquidator of the company (“Accepted Class”) has the right to appear and be heard on an application for the winding up of the company: Ang Chek Chin v ANS Import & Export Pte Ltd [2020] 5 SLR 1002 (“Ang Chek Chin”) at [15]. While “not an immutable rule”, a person who is not part of the Accepted Class generally does not have standing to participate in the hearing of a winding-up application: Ang Chek Chin at [15]; see also Saad Investments at [31].

The parties do not dispute that a contingent creditor would fall within the Accepted Class for the purposes of the general rule. What the parties dispute is whether the Non-Parties are contingent creditors of the Applicants.

In Re People’s Parkway Development Pte Ltd [1991] 2 SLR(R) 567 (“People’s Parkway”), the court adopted the following definition of a “contingent creditor” (at [10]):

Thus, for a contingent liability to exist, the debtor must be subject to an “existing obligation” which will or may become payable on the occurrence of a future event. This would clearly include an obligation to make payment under a guarantee or bond upon the occurrence of a stipulated event. But where the very existence of the payment obligation is in dispute, there would be no contingent liability to speak of. Such a liability either existed, or it did not: Founder Group (Hong Kong) Ltd v Singapore JHC Co Pte Ltd [2023] 2 SLR 554 (“Founder Group”) at [42] and [45].

The possibility of adverse costs orders

(a) First, if the making of a costs order involves the recognition of a pre-existing liability, that would mean that the making of the costs order operates to extinguish the liability of the opposing litigants to pay costs, aside from the paying party’s liability. However, a costs order does not, by its terms, extinguish any liability, much less a contingent liability. It only creates a liability: Lim Siew Soo at [102] and [106].

(b) Second, characterising a costs order as a contingent liability was a “pragmatic solution” to the specific issue in Nortel. By characterising the potential liability to pay costs as a contingent liability, such liability would be provable in a liquidation. A claimant engaged in litigation with a company who goes into liquidation would thus be entitled to prove, as a contingent creditor, for both its substantive claim and legal costs. This would, in turn, further the policy of insolvency law by encouraging such a claimant to resolve its claim within the proof of debt regime instead of continuing to pursue litigation: Lim Siew Soo at [107].

(c) Finally, from a purely conceptual perspective, the court endorsed the analysis in Glenister v Rowe [2000] Ch 76 (“Glenister”) at 84B–85B and 85D–85F that “the commencement of litigation creates merely a risk of liability under a costs order and therefore creates neither a contingent liability nor an actual liability”: Lim Siew Soo at [108].

Brazen Sky’s indemnity to BSI

In my view, the indemnity undertaken by Brazen Sky does, in principle, constitute a contingent liability owed to BSI. This does not, however, mean that BSI has standing to participate in Brazen Sky’s winding-up application.

As explained, a contingent liability requires an existing obligation which will or may become payable on the occurrence of a future event. An example of this would be an existing obligation to make payment under a guarantee upon a given event taking place, such as the default of the principal debtor (see [26]–[27] above). An indemnity operates in a similar manner to a guarantee and would ordinarily give rise to a contingent liability as well. While there are some differences in terms of how an indemnity and a guarantee operate (see generally TA Private Capital Security Agent Ltd v UD Trading Group Holding Pte Ltd [2024] 6 SLR 601 at [54]), these differences do not affect the characterisation of an indemnity as a contingent liability in general.

Indeed, in the present case, the indemnity provided by Brazen Sky is an existing obligation to compensate BSI for all liabilities arising from the claims made in OA 28 by Brazen Sky against BSI. That obligation arose the moment the parties entered into a banking relationship, and would crystallise into a liability to pay a monetary sum to BSI if the claims in OA 28 are made out and BSI is entitled to rely on the indemnity provided by Brazen Sky. It is immaterial that the claims are currently subject to pending litigation in OA 28. It is likewise immaterial that whether BSI is entitled to invoke the indemnity in response to Brazen Sky’s claims is also being disputed in OA 28. These issues ultimately go towards whether the indemnity provided by Brazen Sky has been triggered, and do not affect the continued validity of the underlying obligation that Brazen Sky is subject to. As observed in Founder Group (at [45]), a disputed liability remains in principle a contingent liability where the underlying obligation itself is not disputed and the only dispute is whether the contingency that crystallises the liability has occurred.

While the indemnity may be characterised as a contingent liability in principle, I find that it is too remote to render BSI a contingent creditor of Brazen Sky in the present case for the purposes of standing to participate in the winding-up application of Brazen Sky. In my view, where the likelihood of the contingency occurring is too remote, a putative creditor who seeks to rely on such a contingent liability cannot be regarded as a contingent creditor for the purposes of standing in a winding-up application. Such a requirement has been alluded to in a number of cases. For instance, it was suggested in Nortel (at [77]) that for an underlying obligation to give rise to a contingent liability, there must at least be a “real prospect of that liability being incurred”. Similarly, in the context of a director’s duty to consider the interests of creditors, it was accepted in Foo Kian Beng v OP3 International Pte Ltd [2024] 1 SLR 361 (at [134]) that a contingent liability must be “reasonably likely to materialise” for it to be taken into account in assessing the company’s solvency. In terms of the valuation of contingent liabilities, it has been suggested that a contingent liability should be valued in full where there is a “real prospect that the relevant contingency will occur”: Christie, Hamish Alexander v Tan Boon Kian [2021] 4 SLR 809 at [60].

While these cases involved a different context, the requirement that there must at least be a “real prospect” of the relevant contingency occurring is, to my mind, a necessary constraint on the standing of a contingent creditor to present or intervene in a winding-up application. Such a limitation would be consistent with the approach taken in the context of a disputed petition debt. In that context, it is trite that where the petition debt is disputed in good faith and on substantial grounds, the claimant would have no standing as a creditor to present a winding-up application: Founder Group at [32]. Similarly, where contingent liabilities are concerned, a dispute over whether the contingency has occurred or is likely to occur should also be relevant to the question of whether a contingent creditor has standing. Where the likelihood of the contingency occurring is too remote, a claimant cannot be said to have established its standing as a creditor, and thus should not be allowed to present or, as is the case here, intervene in a winding-up application. Such a requirement would not be inconsistent with what was decided in Founder Group. In that case, the Court of Appeal accepted (at [45]) that a liability would in principle remain contingent in nature if the only dispute was over whether the contingency that crystallises the liability has occurred. But whether the likelihood of the contingency occurring was relevant to the question of standing was not considered by the Court of Appeal.

Returning to the facts of the present case, I am satisfied that BSI has not established its standing as a creditor, as the liability that is said to arise from the indemnity undertaken by Brazen Sky is too remote. As noted above, BSI relies on the indemnity as part of its Defence and Counterclaim in OA 28. On its own case, Brazen Sky’s liability to indemnify BSI hinges on Brazen Sky’s claims in OA 28 first being established. Once BSI’s liability to Brazen Sky is determined, there is also the further issue of whether BSI is entitled to invoke the indemnity against Brazen Sky. That, in turn, depends on whether the liabilities incurred in OA 28 are a result of BSI’s own wrongful acts. All of these issues, which go towards whether Brazen Sky’s liability to BSI under the indemnity has indeed crystallised, are currently subject to pending litigation. In the circumstances, I find that the contingent liability relied on by BSI is simply too remote, and that BSI accordingly has not established its standing as a creditor to participate in Brazen Sky’s winding-up application. In concluding as such, I express no view on the merits of the ongoing litigation between Brazen Sky and BSI in OA 28.

Furthermore, leaving aside the issue of remoteness, BSI’s standing as a creditor of Brazen Sky may also be questioned on another basis. The nature of an indemnity is such that the quantum payable by the indemnifying party would be determined by the liabilities incurred by the indemnified party. Therefore, by definition, even if the contingency crystallises, the quantum payable by Brazen Sky under the indemnity would not exceed the value of the claims against BSI in OA 28, which altogether represent the liabilities for which BSI is allegedly indemnified. The indemnity operates to extinguish or set off the liabilities owed by BSI to Brazen Sky, if indeed the claims in OA 28 succeed. But it would not result in a net liability owed by Brazen Sky to BSI, regardless of the outcome of the litigation in OA 28. Thus, I am satisfied that BSI’s standing as a creditor of Brazen Sky has not been made out.

Accordingly, even if the indemnity is, in principle, a contingent liability, it does not confer standing on BSI to participate in the winding-up application of Brazen Sky.

The Non-Parties do not fall within the exception in Saad Investments

I turn to the applicability of the exception in Saad Investments.

As explained (at [24] above), the general rule is that only persons within the Accepted Class will ordinarily have standing to participate in the hearing of a winding-up application. As the Non-Parties are not contingent creditors of the Applicants, they do not fall within the Accepted Class, and generally would not have standing to participate, unless the exception in Saad Investments applies.

Saad Investments concerned an application to wind up a Cayman Islands company in Bermuda. The purpose was to enable the liquidators to invoke s 195 of the Companies Act 1981 (Bermuda) (“Bermuda CA”) against the company’s auditors to require them to produce documentation relating to the company. The winding-up order was granted by the Supreme Court of Bermuda. An order for the auditors to produce all documents relating to the affairs of the company was made in a subsequent application. The auditors applied to set aside the order for production on the ground that the court had no jurisdiction to make the winding-up order, as the company was an overseas company which did not trade or carry on business in Bermuda. This was dismissed both at first instance and on appeal. However, the auditors succeeded before the Privy Council. The Privy Council first held that the Supreme Court of Bermuda did not have jurisdiction under the Bermuda CA to wind up an overseas company which was not trading or carrying on business in Bermuda (at [16]–[18] and [23]). The Privy Council went on to consider the issue of standing, and pointed out two “unusual” features about the case. First, the ground of opposition to the winding-up order was based purely on jurisdiction. Second, the auditors were “a stranger to the winding up only in the most technical sense” (at [31]). After all, the auditors were the “sole direct targets” of the winding-up order (at [33]). It was in those circumstances that the Privy Council held that the auditors possessed the requisite standing to raise the issue of whether the Supreme Court of Bermuda had the jurisdiction to grant the winding-up order when they challenged the order for production (at [33]). Had the auditors been given the opportunity to be heard at the hearing of the winding-up application, the issue of jurisdiction would likely have been raised (at [38]). To deny the auditors the opportunity to challenge the making of the winding-up order would thus constitute a “denial of natural justice” (at [37]).

In reaching this conclusion, the Privy Council emphasised that the “mere fact that a person rightly anticipates that his or her rights will be detrimentally affected as a result of the winding up order would normally be quite insufficient to justify that person being added as a party” (at [36]). It is only in exceptional circumstances that the court will allow a person who is not part of the Accepted Class to participate in the hearing of a winding-up application.

The exception in Saad Investments was briefly considered in Ang Chek Chin, where the court observed as follows (at [19]):

On the facts, the court found that the exception did not apply. The non-parties were mere employees of the company. The purpose of their intervention was merely to “set some facts straight”, and they were not seeking to oppose or challenge the winding-up application. While they argued that the winding up of the company would “jeopardise the livelihood of its employees”, the non-parties were not otherwise the targets of the winding-up application. The “very limited exception” in Saad Investments thus did not apply to the non-parties (at [20]).

In the present case, it is undisputed that the sole purpose of the winding-up applications is to allow the liquidators to eventually pursue avoidance claims against the Non-Parties in respect of transactions that occurred before the Model Law came into force in Singapore. In my view, however, even if this made the Non-Parties the “sole direct targets” of the winding-up applications, this would not be sufficient to entitle them to participate under Saad Investments. The key distinguishing point is that the Non-Parties would not be detrimentally affected by the making of any winding-up order, nor would their rights be interfered with in any way. The avoidance claims may well be brought against the Non-Parties in due course if the winding-up applications are successful, but that is a separate point altogether. The Non-Parties would, at that stage, be entitled to defend the claims on the merits. There is simply no prejudice caused to the Non-Parties by denying them the opportunity to contest the winding-up applications that would result in a denial of natural justice. As I explain further below (at [57]–[62]), the winding-up applications deal with entirely different issues, which do not require the participation of the Non-Parties to be effectively determined by the court. In contrast, in Saad Investments, it would appear that the auditors’ main objection to the order for production was that the Supreme Court of Bermuda did not have the jurisdiction to make the winding-up order in the first place. As they did not have notice of the winding-up application, they were not able to raise this issue at an earlier stage, and could only do so when they sought to set aside the order for production after it had already been granted. The jurisdictional issue was not properly considered by the court as a result. The fact that the winding-up order was sought for the sole purpose of obtaining relief against the auditors was not the only factor considered by the Privy Council. Rather, it was the totality of all these circumstances that led the Privy Council to conclude that there would be a denial of natural justice if the issue of jurisdiction could not be raised by the auditors.

I accept that the focus of the discussion in Ang Chek Chin in relation to Saad Investments was on the “sole direct targets” requirement. That being said, the circumstances in Ang Chek Chin could be clearly distinguished on this point, and it was not necessary for the court to consider the other circumstances which were relevant to the Privy Council’s decision. In my view, the fact that the Non-Parties may be the “sole direct targets” of the winding-up applications does not constitute a sufficient reason for the exception in Saad Investments to apply, and nothing in Ang Chek Chin should be read as suggesting that to be the case.

The Applicants submit that for the exception in Saad Investments to be invoked, the Non-Parties must show, in addition to them being the direct targets of the winding-up application, that there is a “well arguable point” as to why the winding-up order should not be granted, and that there is some novel issue that must be fully ventilated in the “interests of justice”. They find support for this from the following passage in Saad Investments (at [32]):

For the purposes of the present case, it is not necessary for me to decide whether these other requirements must be satisfied in every case where a person who is not part of the Accepted Class seeks to appear and be heard in a winding-up application. What I would accept is that there must be something more, apart from being the sole direct target of a winding-up application, for a person to be entitled to participate in the hearing itself.

In this regard, the decisions of Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd [2021] SGHC 133 (“Reignwood”) and Shanghai Shipyard Co Ltd v Opus Tiger 1 Pte Ltd [2022] 1 SLR 643 (“Shanghai Shipyard”) offer a useful parallel to the present case. The issue in both cases, among others, was whether an intended defendant to a derivative action could be joined to an application for leave to commence the said derivative action under s 216A of the Companies Act (Cap 50, 2006 Rev Ed). While the issue was analysed under the joinder rules of the Rules of Court (2014 Rev Ed), I find the reasoning in both cases to be instructive, and the parties were directed to file further submissions on these cases.

In Reignwood, the court held that the sole issue in a s 216A application is whether the court should sanction a deviation from the fundamental principle of majority rule by compelling the company to litigate contrary to the will of its shareholders and directors (at [109]). Therefore, the only persons who would be directly concerned with this issue or have an interest in it are the insiders of the company (at [110]). The court noted that the specific requirements under s 216A were “simply not matters on which an intended defendant [who is not an insider of the company] can or should assist the court” (at [132]). The issues arising in an application for leave to commence a derivative action were simply different from those arising in the derivative action itself (at [169]). As regards the latter, an intended defendant will have the opportunity to contest those issues once the derivative action is commenced (at [170]).

While the Court of Appeal disposed of the appeal on a separate point, it affirmed the reasoning in Reignwood above as follows (see Shanghai Shipyard at [24]):

Accordingly, the Court of Appeal concluded that the non-joinder of the intended defendant “will not prevent the complete and effectual determination of the s 216A application” (Shanghai Shipyard at [25]), and that “the interest of an intended defendant who is not also an insider of the company in the s 216A application cannot be characterised as anything but a mere commercial interest in its outcome” (Shanghai Shipyard at [28]).

Similarly, in the present case, the sole issue in a winding-up application is whether the grounds relied on for winding up (eg, the company’s inability to pay its debts) have been made out, and where foreign companies are concerned, whether that company has a substantial connection with Singapore, as required under s 246(1)(d) of the IRDA. It is readily apparent that a person who is within the Accepted Class, such as an insider or a creditor of the company, would be well placed to submit and give evidence on such issues. In contrast, an intended defendant to a potential avoidance claim, who is neither a creditor nor an insider of the company, is unlikely to have anything relevant to say on these issues that cannot equally be said by a member of the Accepted Class.

The Non-Parties have, of course, asserted that they are able to contribute something relevant to the effective determination of the winding-up applications. While the Non-Parties have not been permitted to file affidavits to substantiate their assertions thus far, it seems clear based on the factors under s 246(3) of the IRDA that the Non-Parties’ participation would not be required for the court to effectively determine whether the Applicants have a substantial connection with Singapore. The relevant matters, which relate to, among other things, how the Applicants conducted business within the jurisdiction and the resolution of their disputes, may be properly placed before the court by the Applicants, without the involvement of the Non-Parties. Again, I would highlight that the nature of the jurisdictional issue in Saad Investments was such that it could and should have been raised by the liquidators or by the court. Had that been done, the auditors’ intervention would not have been necessary: Saad Investments at [34] and [38]. That is plainly not the case here. The IRDA provides a clear jurisdictional basis for the Applicants to be wound up in Singapore.

Accordingly, I conclude that the exception in Saad Investments does not apply in the present case, and the Non-Parties do not have standing to participate in the hearing of the winding-up applications.

For completeness, I briefly address SCB’s argument that it ought to be allowed to participate in the winding-up applications because it is a party who would, in due course, be affected by any winding-up order granted, and would accordingly be entitled to apply to set aside such orders under r 12(7) of the CIR Rules. Allowing SCB to participate would thereby conserve judicial resources. I reject this argument. As explained above (at [53]), the Non-Parties would not be affected by the making of the winding-up orders themselves. They would, of course, be affected if and when the avoidance claims are brought against them. But that is separate from the winding-up applications. I thus find it doubtful that the Non-Parties would fall within the scope of r 12(7) of the CIR Rules, as they do not constitute persons who would be affected by the making of the winding-up orders, if any. In addition, I do not regard r 12(7) of the CIR Rules as being capable of conferring standing on a party who is otherwise not entitled to appear and be heard at the hearing of the application. If a party is not entitled to appear, it does not matter that the order was made in his or her absence, and r 12(7) of the CIR Rules cannot possibly entitle such a party to apply to set aside such an order thereafter.

Conclusion

For the above reasons, I find that the Non-Parties do not have standing to participate in the winding-up applications. Accordingly, I decline to grant the directions sought by the Non-Parties.