Fraser & Neave v Aberdeen Asset Management: Defamation Claim over CMB Asia Takeover
Fraser & Neave Ltd, Mr. Michael Fam Yue Onn, Mr. Tan Yam Pin, and Mr. Ian Alastair Maclean sued Aberdeen Asset Management Asia Ltd and Mr. Hugh Young in the High Court of Singapore, alleging defamation based on a letter published in the Business Times. The plaintiffs claimed the letter implied they acted improperly in the takeover of CMB Asia Ltd. Tan Lee Meng J determined the natural and ordinary meaning of the allegedly defamatory words, finding that the letter insinuated Fraser & Neave acted improperly but did not establish a conspiracy. The appeal against this decision is pending.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Order accordingly.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Fraser & Neave sued Aberdeen Asset Management for defamation over a letter concerning the CMB Asia takeover. The court determined the meaning of the allegedly defamatory words.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Fraser & Neave Ltd | Plaintiff, Respondent | Corporation | Order accordingly | Neutral | Davinder Singh, Hri Kumar |
| Aberdeen Asset Management Asia Ltd | Defendant, Appellant | Corporation | Order accordingly | Neutral | Imran H Khwaja, Chew Kei-Jin, Moiz H Sithawalla |
| Michael Fam Yue Onn | Plaintiff, Respondent | Individual | Order accordingly | Neutral | Davinder Singh, Hri Kumar |
| Tan Yam Pin | Plaintiff, Respondent | Individual | Order accordingly | Neutral | Davinder Singh, Hri Kumar |
| Ian Alastair Maclean | Plaintiff, Respondent | Individual | Order accordingly | Neutral | Davinder Singh, Hri Kumar |
| Hugh Young | Defendant, Appellant | Individual | Order accordingly | Neutral | Imran H Khwaja, Chew Kei-Jin, Moiz H Sithawalla |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Lee Meng | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Davinder Singh | Drew & Napier LLC |
| Hri Kumar | Drew & Napier LLC |
| Imran H Khwaja | Tan, Rajah & Cheah |
| Chew Kei-Jin | Tan, Rajah & Cheah |
| Moiz H Sithawalla | Tan, Rajah & Cheah |
4. Facts
- Plaintiffs alleged defamation by defendants in a letter to the Business Times.
- The letter concerned the takeover of CMB Asia by Crown Cork.
- Plaintiffs claimed the letter implied they acted improperly in the takeover.
- The letter was republished on the Business Times website.
- The letter insinuated that F&N was involved in keeping minority shareholders in the dark.
- F&N readily assented to a price at a heavily written-down book value.
- The letter referenced the Times Publishing case, also involving F&N.
5. Formal Citations
- Fraser & Neave Ltd and Others v Aberdeen Asset Management Asia Ltd and Another, Suit 883/2000, RA 17/2001, [2001] SGHC 106
6. Timeline
| Date | Event |
|---|---|
| Letter published in the Business Times | |
| Crown Cork made a general offer for CMB Asia | |
| Offer document posted out | |
| Offer declared unconditional | |
| Hearing of the SIC | |
| Decision Date |
7. Legal Issues
- Defamatory Meaning
- Outcome: The court found that the letter insinuated that F&N acted improperly by agreeing with CCS and CMB to ensure that minority shareholders had no real alternative but to accept an inadequate price for their shares.
- Category: Substantive
- Sub-Issues:
- Insinuation of improper conduct
- Implication of keeping minority shareholders in the dark
- Summary Judgment
- Outcome: The court ruled that the natural and ordinary meaning of the alleged defamatory words is a question which is suitable for determination under O 14 r 12(1).
- Category: Procedural
- Sub-Issues:
- Suitability for determination without full trial
- Admissibility of extrinsic evidence
8. Remedies Sought
- Determination of the meaning of the words used in the letter
9. Cause of Actions
- Defamation
10. Practice Areas
- Litigation
11. Industries
- Asset Management
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Microsoft Corp v SM Summit Holdings | Court of Appeal | Yes | [1999] 4 SLR 529 | Singapore | Cited for the principle that the natural and ordinary meaning of allegedly defamatory words is a question suitable for determination under O 14 r 12(1) and for principles for determining the natural and ordinary meaning of words. |
| Rubber Improvement v Daily Telegraph | N/A | Yes | [1964] AC 234 | England and Wales | Cited for the definition of 'natural and ordinary meaning of words'. |
| Jeyaretnam Joshua Benjamin v Goh Chok Tong | N/A | Yes | [1984-1985] SLR 516 | Singapore | Cited for the principle that the court decides what meaning the words would have conveyed to an ordinary, reasonable person using his general knowledge and common sense. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| O 14 r 12(1) Rules of Court | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Defamation
- Minority shareholders
- Takeover
- Inside job
- Natural and ordinary meaning
- CMB Asia
- Crown Cork
- Restructuring
- Good corporate governance
- Transparency
15.2 Keywords
- defamation
- CMB Asia
- Fraser and Neave
- Aberdeen Asset Management
- takeover
- minority shareholders
- Singapore
- High Court
16. Subjects
- Defamation
- Civil Procedure
- Corporate Governance
17. Areas of Law
- Defamation
- Civil Procedure