Voidable Transactions in the Context of Insolvency

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FEATURES

An examination of the types of transactions that may be voidable in the event of a corporate insolvency, and the factors laid down by the
legislature and the courts in order to judge which transactions fall into that category.

Introduction
Since September 2008, economies around the world have been freefalling into what has now become the most severe worldwide financial crisis
since the Great Depression. Corporate Singapore has not been spared the effects of the global economic crisis. As more corporate debtors sink
into financial distress, tensions will arise when the policy of ensuring an equitable distribution of assets amongst the general body of creditors in
liquidation, as embodied in the pari passu distribution rule, is threatened by transactions which appear to deplete the companys assets or prefer
certain creditors.
Against this backdrop, it is important for company directors, creditors, financial institutions and lenders in general, to understand the laws
applicable in a corporate insolvency setting. What are set out below are transactions that may be voidable under Singapore law when a company
is placed in liquidation or judicial management, and the consequences which follow.
In general, transactions may be voidable in the following situations:
1 Undervalue transactions;
2

Unfair preferences;

Extortionate credit transactions;

Where the liquidator exercises his right to recover excess consideration paid or shortfall in consideration received in respect of certain sales to
or by a company;

Floating charges for past value;

Registrable but unregistered charge;

Where the liquidator exercises his power to disclaim onerous property; and

7 Transactions defrauding creditors (voidable under Section 73B of the Conveyancing and Law of Property Act (the CLPA).
(collectively, the Voidable Transactions).
Before elaborating on the Voidable Transactions, it should be stated at the outset that transactions defrauding creditors pursuant to Section 73B of the
CLPA are relevant to a company whether it is in liquidation, in judicial management, or otherwise. The remaining voidable transactions are applicable
when the company is in liquidation.
The following transactions are relevant to a company in judicial management - (i) transactions giving an unfair preference to a creditor; (ii)
undervalue transactions; and (iii) extortionate credit transactions. The registrable but unregistered charge provision does not apply by reason of a
company being in judicial management. The remaining voidable transactions are applicable only if ordered by a Court when a company is in judicial
management. Also, judicial management only affects Singapore companies, whereas liquidation may also affect foreign companies.
The following is a general description of the Voidable Transactions.

Undervalue Transactions (Section 98 of the Bankruptcy Act, Cap. 20 (BA) Read with Section 329 / Section 227T of the
Companies Act, Cap. 50 (CA))
Broadly, a transaction may be invalidated if it is entered into at an undervalue, that is to say, where no consideration is received or consideration

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of significantly less value in monetary terms is provided, and a Court Order is obtained to invalidate the transaction. The Court cannot make an
order to reverse a transaction at an undervalue under Section 98 of the BA unless the following conditions are satisfied:
1 The company is in liquidation or judicial management; and
2

There was a transaction in which the company was a party; and

The transaction was entered into at an undervalue; and

The transaction was entered into at the relevant time; and

The company was insolvent at the time of the transaction or became insolvent as a consequence of the transaction.

The important question to be determined in each case is whether the value of the consideration given by the company significantly exceeds the
value received by the company. Examples include a company purchasing an asset for significantly more than its value or selling an asset for
significantly less than its value. A company which pays for services at a price which is significantly more than their value also comes into mind.
Similarly, a company may enter into a transaction at an undervalue if it accepts in payment of a debt a sum which is far less than the face value of
the debt.
In comparing the values exchanged, the Court would look at the totality of the transaction and the benefit received from the viewpoint of the
insolvent company. In financially uncertain times like the present, company A may agree to accept part payment of S$500,000 from the debtor,
company B, as settlement of a debt of $1m. Company A then goes into liquidation after accepting the part payment. The liquidator may view the
settlement as a transaction at an undervalue and apply to Court to impugn the transaction. However, if at the time of the settlement, company B
had been in serious financial difficulties and was itself at risk of sinking into liquidation, company A could have assessed that it would have been
far better off accepting the part payment than receiving a lesser dividend should company B go into liquidation. Looking at the totality of the
transaction, a proper comparison must be made between what company A gave up and what would have been the likely recoverable value of the
debt, not its face value.
Moving away from the clear-cut cases of transactions at an undervalue, what about the situation of a guarantee? In these times of tight credit and
low liquidity, it is not uncommon for companies to provide corporate guarantees to help secure credit for sister or related companies. For example,
company A may give a guarantee to secure an advance or loan facility which is made by the bank to company B, a subsidiary of company A. A
transaction at an undervalue would have occurred if a company gives a guarantee and receives, by way of benefit, significantly less than the value
of the benefit conferred by the guarantee.
The difficulty is in measuring the value of the guarantee to the bank creditor and, on the flip side of the coin, the value of the consideration
received by the guarantor, ie, the value to the guarantor of the loan granted to the principal debtor. Roy Goode suggests the following as a
practical working guide. The value of a guarantee to a creditor is the amount (if any) for which, at the time of the guarantee, a prudent creditor
with full knowledge of the debtors affairs would make provision in his accounts for default, after taking into account what he could reasonably
expect to recover from securities taken from the principal debtor and from co-sureties in respect of their proportionate share of the suretyship
liabilities. Alternatively, looked at from the viewpoint of the surety/guarantor, it is the amount for which a prudent surety with full knowledge of
the debtors affairs would make provision in his accounts after allowing for the value of securities taken from the principal debtor and
contributions from co-sureties.1 From a practical perspective, a liquidator would face difficulties in valuation when seeking to impugn a
guarantee as a transaction at an undervalue. The burden of proof lies on the liquidator to show the undervalue.
It is not uncommon to find commercial lenders and banks seeking security for a prior debt so as to enhance its position should the debtor sink into
insolvency subsequently. The question is whether the giving of security by a debtor company to secure a prior debt can amount to a transaction at
an undervalue. This issue was examined in Re MC Bacon Ltd 2 where the company concerned had an unsecured overdraft with the bank. In
December 1986, the company lost its main customer and ran into financial difficulties. In April 1987, the bank was informed that the company
had lost its main customer and that two directors were retiring. The bank demanded security and obtained a mortgage debenture over the
companys assets in May 1987. The company went into liquidation in September 1987. The liquidator applied, inter alia, to have the debenture set
aside as a transaction at an undervalue. Millett J (as he then was) held that the liquidators claim to characterise the granting of the debenture as a
transaction at an undervalue was misconceived, given that the mere creation of a security over a companys assets does not deplete them. By
charging its assets the company appropriates them to meet the liabilities due to the creditor and adversely affects the rights of other creditors in the
event of insolvency. But it does not deplete its assets or diminish their value. Millett Js view was that all that the company lost was the ability to
apply the proceeds otherwise than in satisfaction of the secured debt that is not something capable of valuation in monetary terms and it is not
customarily disposed of for value.
Re MC Bacon Ltd was examined in the case of Hill (As Trustee in Bankruptcy of Nurkowski) v Spread Trustee Company Ltd & Anor3 (Spread
Trustee). In Spread Trustee, the English Court of Appeal held that, amongst other things, the grant of legal charges and an assignment of sums
owed under a loan account constituted transactions at an undervalue for the purposes of Section 423 of the English Insolvency Act 1986 (the
1986 Act) due to the lack of consideration. Section 423 of the 1986 Act empowers the court to avoid transactions entered into at any time if
made by a person at an undervalue and with the purpose of prejudicing his creditors. The provision is similar to Section 98 of the Singapore BA.
The brief facts of Spread Trustee are as follows. The bankrupt debtor (the Debtor) in this case was the owner of a piece of land adjoining a
development site which he gifted into a trust set up for his daughter. Five months later, the adjoining land was sold by the trustees (the Trustees)

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and following the receipt of the sale consideration, the Trustees provided several loans to the Debtor. In subsequent years, the Debtor executed
charges (the Charges) as additional security to the Trustees for the loans that were provided to him earlier. The Debtor also assigned to the
Trustees all the indebtedness of his own company to himself (the Loan Assignment). The Debtor could not pay the capital gains tax arising on
the gift of land and the HM Revenue & Customs (the Revenue) made him a bankrupt. The trustee in bankruptcy then applied for relief under
Section 423 of the 1986 Act against, amongst others, the Charges and the Loan Assignment. The judge at first instance held that the Charges and
the Loan Assignment involved the grant of security for loans already made and although it might appear that the Trustees had given consideration
in the form of forbearance from enforcing their loans, in fact the trustees pressure was synthetic and no consideration was given. The purpose
was to put assets beyond the reach of the Revenue. The Trustees appealed against the decision of the High Court.
One of the issues which the English Court of Appeal had to consider was whether the judge at first instance was entitled to conclude that the
Charges and Loan Assignment were given for no consideration for the purposes of Section 423 of the 1986 Act. It was submitted on behalf of the
Trustees that a transaction granting security could not be for no consideration because a charge would not deplete the Debtors assets. This
argument relied on the decision of Re MC Bacon Ltd, which held that the grant of security cannot constitute a transaction at an undervalue. This
argument was rejected by the Court of Appeal which pointed out that the holding in Re MC Bacon Ltd did not mean that a transaction involving
the grant of security could never amount to a transaction for no consideration. Further, in Re M C Bacon Ltd, the security was given in exchange
for forbearance by the creditor and hence there was consideration.
On the facts of Spread Trustee, the court did not think that the Trustees were pressing for repayment of the sums due to them and hence there was
no consideration in the form of forbearance for the Charges and the Loan Assignment. The Trustees were in no position to demand repayment at
the date of the Charges and the Loan Assignment. The loans were one-sided in the Debtors favour. Although the Trustees were, in law,
prospective creditors of the Debtor, they did not threaten to start proceedings to obtain a judgment or to bring bankruptcy proceedings against the
debtor. As such, the Court of Appeal agreed with the decision of the High Court that the Charges and the Loan Assignment were given for no
consideration for the purposes of Section 423 of the 1986 Act. The Charges were set aside and the Trustees ordered to repay the Debtor the sum
paid to them under the Loan Assignment plus interest, such sums to be re-credited to the amounts owed by the Debtor to the Trustees.
Following Spread Trustee, the provision of additional security to secure pre-existing loans may be challenged in Singapore as a transaction at an
undervalue. However, in Spread Trustee, the English Court of Appeal held that there was no real pressure for repayment by the Trustees against
the Debtor, and hence there was no consideration in the form of forbearing to sue by the Trustees.
In cases where there is genuine economic pressure placed by creditors which results in the provision of additional security by the debtor, the
argument would be that the debtor had provided security in consideration of a forbearance to sue by the creditor, a benefit which is real though
difficult to value. In defence to an application by a liquidator seeking to impugn such a transaction, it could be argued that the company entered
into the transaction in good faith, for the purpose of carrying on its business and when entering the transaction there were reasonable grounds for
believing that the transaction would benefit the company. Such a defence is provided for in Paragraph 6 of the Companies (Application of
Bankruptcy Act Provisions) Regulations (CABAR). Where good faith is concerned, it is the company that must have acted in good faith, not the
other party to the transaction. This is in line with the general scheme of insolvency law which traditionally looks at the intent of the debtor to
defeat the equitable distribution of assets (on a pari passu basis) upon bankruptcy. Transactions of such a nature are affected if they are entered
into within the period of five years ending with the day of the making of the winding up/judicial management application (and from the time of
the appointment of a provisional liquidator or passing of a resolution to wind up the company, if earlier) and at the time of the transaction the
company is either insolvent or becomes insolvent as a result of the transaction.
For the last condition of insolvency, it must be proven to the Court that the payments caused the company to become insolvent. In general, a
company will be considered to be insolvent if:
1 It is unable to pay its debts as they fall due; or
2 The value of its assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.
Such insolvency is presumed unless proven otherwise if the person who enters into the transaction is connected to the insolvent company (except
employees). Examples of the persons connected to the insolvent company include directors of the insolvent company and companies within the
same group. In this regard, if a company is insolvent or (near insolvent), that companys director should exercise caution when dealing with its
holding company, for example, if there are any sale of assets from the subsidiary company to the holding company.

Unfair Preferences (Section 99 of the BA Read with Section 329 / Section 227T of the CA)
An insolvent company will be taken to have given an unfair preference to someone if the company does anything which places that person (being
a creditor or guarantor) in a position which is better than that he would have been in if the thing was not done in the event of the companys
winding up / being placed in judicial management and the act is done with the desire to place that person in that position. Generally, such
transactions may be challenged if they are entered into within six months ending with the commencement of the winding up / judicial
management. The Courts will not make an order under Section 99 of the BA to restore the position to what it would have been if the unfair
preference had not been given unless the following conditions are satisfied:
1 The company is in liquidation or judicial management; and
2

There was a preference given by the company to a person who is a creditor or a surety or guarantor; and

In giving the preference, the company was influenced by a desire to prefer; and

The preference was given at the relevant time; and

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The company was insolvent at the time of giving the preference or becomes insolvent in consequence of the preference.

It should be noted that it is not enough that the debtor knows that the effect of the transaction will be to give preference to a creditor - the debtor
must have actually been driven by the desire to give such preference.4 There would be a rebuttable presumption of a desire to prefer where the
preference is given to a person who is connected with the company otherwise than by reason of being its employee: see Section 99(5) of BA. The
burden of rebutting the presumption lies on the recipient of the benefit.
Furthermore, there may be instances where the transaction was actuated by commercial pressure on the part of the creditor rather than by a
voluntary offer of preference on the part of the debtor. In Lin Securities Pte (In Liquidation) v Royal Trust Bank (Asia) Ltd,5 the debtor owed debts
to a number of banks, but entered into an arrangement with only one of these banks, whereby the shares charged were handed to the bank each
afternoon when trading closed, and were kept in their custody until the next morning. It was found that this did not constitute an unfair preference
because the arrangement was entered into due to pressure exerted by the bank. The bank would have terminated the facility and called for
immediate repayment of the loan if the security was not provided.
In Re Libra Industries Pte Ltd6 (in compulsory liquidation), there was a running account maintained between the company in liquidation, Libra
Industries Pte Ltd, and its parent company which was consistent with the parent company providing financial support or credit to and purchasing
raw materials for Libra Industries. The liquidator subsequently questioned various payments in this running account where there were no
supporting invoices. The Court accepted that there was such an accepted practice for Libra Industries to make payments into the running account
with the parent company without reference to specific invoices. On the facts, the learned judge found that there was no desire to prefer. On a
related note, where there is a series of mutual dealings, with debits and credits on both sides, Goode has observed that it will usually negate an
intention to prefer, for it suggests either that a payment into the account was made in the expectation that further drawings would be allowed or
that the bank allowed a further drawing on the understanding that it would be covered by a subsequent payment into the account.7
It should be noted that the relevant period is extended to two years ending with the making of the winding up / judicial management application if
the preference was given to a person connected with the company. As indicated above, companies within the same group are normally regarded as
connected and in such cases the claw-back period would be two years ending with the making of the winding up / judicial management
application. Also, in the case of connected persons, there is a rebuttable presumption that the relevant act was done with a desire to prefer.
Accordingly, for intra company transactions within the group, the review period would be two years and it is important to ensure that the
transaction can stand up to scrutiny if challenged on the basis of an unfair preference.
Like in the case of transactions at an undervalue, the unfair preference provisions will only be relevant if the company is either insolvent or
becomes insolvent as a result of the transaction. Unlike transactions at undervalue, there is no presumption of insolvency in the case of unfair
preferences for connected persons.

Extortionate Credit Transactions (Section 103 of the BA Read with Section 329 / Section 227T of the CA)
Credit transactions are extortionate if, having regard to the risk accepted by the creditor, either the terms are such as to require grossly exorbitant
payments to be made in respect of the provision of the credit or it is harsh and unconscionable or substantially unfair. Such transactions may be set
aside or varied by the Court if they are entered into within a period of three years before the commencement of winding up / judicial
management.
What has to be shown in order to invalidate such transactions is to prove that not only were the transactions unfair, but were oppressive and
reflecting an imbalance in bargaining power of which the other party took improper advantage.8

Liquidators Right to Recover in Respect of Certain Sales to or by a Company (Section 331 / Section 227X of the CA)
Where any property, business or undertaking has been acquired by a company for a cash consideration within a period of two years before the
commencement of the winding up of the company from:
1 A person who was at the time of the acquisition, a director of the company; or
2 A company of which at the time of the acquisition, a person was a director who was also a director of the first-mentioned company;
the liquidator may recover from the person or company from which the property, business or undertaking was acquired, any amount by which the cash
consideration for the acquisition exceeded the value of the property, business or undertaking at the time of its acquisition.
In addition, where any property, business or undertaking has been sold by a company for a cash consideration within a period of two years before the
commencement of the winding up of the company to:
1 A person who was at the time of the sale, a director of the company; or
2 A company of which at the time of the sale, a person was a director who was also a director of the first-mentioned company;
the liquidator may recover from the person or company to which the property, business or undertaking was sold any amount by which the value of the
property, business or undertaking at the time of the sale exceeded the cash consideration.
It should also be noted that the value of the property, business or undertaking stated above includes the value of any goodwill or profits which

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might have been gained or made from the sale or purchase of the business or undertaking as aforesaid.

Floating Charge for Past Value (Section 330 / Section 227X of the CA)
Where a floating charge has been created within six months of the commencement of the winding up, then unless it is proved that the company
was solvent immediately after the creation of the charge it shall be invalid except as to the amount of any cash paid to the company at the time of
or subsequently to the creation of and in consideration for the charge.
The purpose of this provision is to prevent the conferment of an unfair advantage on an existing creditor at a time when the winding up of a
company is almost certain. This provision really seeks to prevent companies on their last legs from creating floating charges in favour of certain
creditors in order to secure past debts.9 The operation of this provision is confined to floating charges, which reflects the view that a floating
charge should be subject to a special rule due to its all-encompassing nature and impact on the general body of creditors.10

Registrable but Unregistered Charge (Section 131 of the CA)

Pursuant to Section 131 of the CA, where a charge created by a company falls into any of the categories set out in the paragraph below and is not
registered within 30 days from its creation, it will be void against the liquidator or any creditor of the company. Charges which are registrable
include:
1 A charge to secure any issue of debentures;
2

A charge on uncalled share capital of a company;

A charge on shares of a subsidiary of a company which are owned by the company;

A charge or an assignment created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of
sale;

5 A charge on land wherever situate or any interest therein;

6

A charge on book debts of the company;

A floating charge on the undertaking or property of a company;

A charge on calls made but not paid;

9 A charge on a ship or aircraft or any share in a ship or aircraft; and

10 A charge on goodwill, on a patent or licence under a patent, on a trade mark, or on a copyright or a licence under a copyright.
In Ng Wei Teck Michael & Ors v Overseas-Chinese Banking Corporation Ltd,11 the bank had enforced an unregistered equitable mortgage in the
period between the presentation of the winding up petition and the appointment of the liquidator. The Court of Appeal held that Section 131(1) of
the CA only came into effect as against the liquidator upon his appointment. As at the date of the liquidators appointment, the equitable mortgage
had been realised and spent and there was nothing for Section 131(1) to bite on. However, where the unsecured creditors of the company were
concerned, they qualified as creditors for the purposes of Section 131(1) on the presentation of the winding up petition. This was because on the
presentation of a winding up petition, a statutory scheme came into place to preserve the assets of the company for pari passu distribution among
the unsecured creditors. The unsecured creditors of a company were in the nature of a cestui que trust with beneficial interests extending to all of
the companys property, including the subject matter of the unregistered charge. Accordingly, the equitable mortgage was void against the
unsecured creditors as from the date of the winding up petition, which was before the sale of the property. It followed that the sale of the property
was void.

Disclaimer of Onerous Property (Section 332 / Section 227X of the CA)

Where the property of a company consists of either an estate or interest in land which is burdened with onerous covenants, shares in corporations,
or any other property that is unsaleable by reason of its binding the company to the performance of any onerous act or payment, the liquidator
may, with the leave of the Court (or a committee of inspection), at any time within 12 months after the commencement of the winding up (or such
extended period as is allowed), disclaim the said property.
In addition, the liquidator may also disclaim unprofitable contracts under the CA. In general, a liquidator can only disclaim a contract as
unprofitable if the company has liabilities in the contract. An unprofitable contract for the purposes of a disclaimer would include a contract with
onerous obligations yet to be performed or a contract which could not be satisfactorily performed by the company. A contract is not unprofitable
by virtue of the fact that a better commercial bargain could have been made by the company before it went into liquidation. However, it should be
noted that if the liquidator disclaims the contracts, any person who suffers loss by the operation of the disclaimer shall be a creditor of the
company to the amount of the injury suffered, and may accordingly prove the amount as a debt in the winding up of the company.

Transactions Defrauding Creditors (Section 73B of the CLPA)

Where a transaction is a conveyance of property (whether real or personal) which was made with intent to defraud creditors, a person who is
prejudiced by the transaction can apply to court to have the transaction avoided provided the conveyance was not made to a person for valuable

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consideration and in good faith. For such a claim, in principle, the standard limitation period is six years (which would, in the case of fraud, run
from the time the fraud is discovered).
It should be highlighted that the Limitation Act, Cap. 163 can in principle apply to causes of action that are grounded in insolvency law. However,
since many of these causes of action only accrue when a company is placed in winding up or judicial management or when a liquidator or judicial
manager is appointed, it would be many more years before such causes of actions are time barred.

Possible Safeguards
As a general rule, transactions carried out at arms length, bona fide, for proper value and with proper considerations would be difficult to set
aside. Accordingly, the quality and propriety of a transaction can and should where possible be safeguarded. For many of the Voidable
Transactions (eg, undervalue transactions, unfair preferences, extortionate credit transactions), it is possible to trace and challenge transactions
involving not only the direct counterparties, but also persons who are the recipients of the benefits. In general, however, where the challenge or
recoupment is not against a party to a transaction, there is the defence of a bona fide purchaser for value without notice. For instance, Section
102(2) of the BA (which would apply in the case of companies via Sections 329 and 227T of the CA) provides such protection.
Paragraph 6 of the CABAR states that the Court shall not make an order in respect of a transaction at an undervalue if it is satisfied (i) that the
company which entered into the transaction did so in good faith and for the purpose of carrying on its business; and (ii) that at the time it did so
there were reasonable grounds for believing that the transaction would benefit the company. Accordingly, at least in the case of a transaction at an
undervalue, if it is possible to obtain confirmation or information that would bring transactions within the scope of Paragraph 6 of CABAR, that
would certainly assist in holding up the transaction. Such confirmation or information could be documented in the sale and purchase agreement,
eg, in the preamble. While this would not necessarily resolve the issue, it may assist from the evidential standpoint in the event of a challenge.
Other safeguards could include:
1 Retaining a sum of purchase monies (via a term in any sale and purchase agreement to be entered into) until the sensitive periods have
expired;
2

Obtaining a guarantee against the possibility of a successful challenge; or

Effecting the purchase in the context of a scheme of arrangement, so that creditors to whom the scheme binds cannot challenge the
transaction.

Conclusion
In light of the present economic climate, it would not be surprising if more applications concerning the Voidable Transactions are made in Court,
as creditors and liquidators alike challenge the propriety of these transactions in order to maximise returns to the general body of creditors. In
these circumstances, financial institutions, lenders and corporate debtors alike should be aware of the Voidable Transactions in negotiating the
repayment of loans or credit and/or taking on of additional security, and be conscious of the need to ensure that their actions stand up to scrutiny.

William Ong
Kevin Kwek
Allen & Gledhill LLP
E-mail: William.ong@allenandgledhill.com
E-mail: Kevin.kwek@allenandgledhill.com

Notes
1 Roy Goode, Principles of Corporate Insolvency Law, 3rd edn., p. 435.
2

[1990] BCLC 324.

[2007] 1 WLR 2404.

Re Libra Industries Pte Ltd [2000] 1 SLR 84.

[1995] 1 SLR 97.

[2000] 1 SLR 84.

Roy Goode, Principles of Corporate Insolvency Law at p. 465.

8 Wills v Woods [1984] C.C.L.R 7.

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Andrew R Keay, Mcphersons Law of Company Liquidation, 1st edn., p 604.

10 Roy Goode, Principles of Corporate Insolvency Law at p. 482.

11

[1998] 2 SLR 1.

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