Arun Chandra Devan v Real Softwarre N V: Specific Performance of Share Option Agreement Dispute
In the High Court of Singapore, Arun Chandra Devan sued Real Softwarre N V for specific performance of a share option agreement. The dispute centered on the interpretation of 'gross revenue' in the agreement's formula for calculating the purchase price of shares. The court, presided over by Judicial Commissioner Choo Han Teck, found in favor of Arun Chandra Devan, holding that the term should be given its natural meaning. The appeal was dismissed with a variation that the full amount be paid into court as security.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal dismissed with variation.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Arun Chandra Devan sought specific performance of a share option agreement against Real Softwarre N V. The court upheld the natural meaning of 'gross revenue' in the agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Arun Chandra Devan | Plaintiff | Individual | Judgment for Plaintiff | Won | |
| Real Softwarre N V | Defendant | Corporation | Appeal dismissed with variation | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Randolph Khoo | Drew & Napier LLC |
| Bernette Meyer | Drew & Napier LLC |
| Felicia Chua | Wong & Leow LLC |
4. Facts
- Arun Chandra Devan and Real Softwarre N V executed a share option agreement on 31 March 1999.
- The agreement involved the purchase of 46.5% of Devan's shares in Oasis Systems Consulting Pte Ltd.
- The dispute centered on the formula for calculating the purchase price, specifically the term 'gross revenue'.
- Real Softwarre N V argued 'gross revenue' meant 'profits before taxation'.
- Devan contended it meant 'gross revenue' as commonly understood.
5. Formal Citations
- Arun Chandra Devan v Real Softwarre N V, Suit 1010/2000, RA 85/2001, [2001] SGHC 300
6. Timeline
| Date | Event |
|---|---|
| Share option agreement dated | |
| Assistant registrar granted summary judgment to the plaintiff | |
| Decision date |
7. Legal Issues
- Interpretation of Contractual Terms
- Outcome: The court held that the term 'gross revenue' should be given its natural meaning.
- Category: Substantive
- Sub-Issues:
- Ambiguity in contract language
- Intention of parties
8. Remedies Sought
- Order for Specific Performance
9. Cause of Actions
- Specific Performance
10. Practice Areas
- Commercial Litigation
11. Industries
- Software
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Share Option Agreement
- Gross Revenue
- Turnover
- Option Consideration
- Audited Accounts
15.2 Keywords
- Share Option
- Specific Performance
- Contract Interpretation
- Gross Revenue
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Share Option Agreement | 80 |
| Specific performance | 70 |
| Summary Judgement | 60 |
| Formation of contract | 50 |
| Rules of construction | 40 |
16. Subjects
- Contractual Dispute
- Share Valuation