Bajumi Wahab v Afro-Asia Shipping: Valuation Dispute over Company Assets
In Bajumi Wahab and Others v Afro-Asia Shipping Company (Private) Limited and Others, the Singapore High Court addressed a dispute arising from a settlement agreement between the Bajumi and Tan families regarding the division of assets of Afro-Asia Shipping Company. The dispute concerned the valuation of three principal assets: shares in Ssangyong Corporation Ltd, the leasehold interest in the Afro-Asia Building, and a rubber plantation in Sumatra, Indonesia. The court, with the assistance of independent assessors, determined the fair value of each asset after the parties failed to agree on the valuation methodology. The court determined the fair value of the Ssangyong shares to be S$3.34 a share (or S$58,110,000.00), the fair value of the Afro-Asia Building to be S$57,625,000.00, and the fair value of the plantation to be US$17.54 million.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Court determined the fair value of the Ssangyong shares, Afro-Asia Building, and the rubber plantation.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving a dispute over the valuation of assets (Ssangyong shares, Afro-Asia Building, rubber plantation) for a settlement agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Choo Pin | Defendant | Individual | Fair value of assets determined | Neutral | |
| Tan Choo Suan | Defendant | Individual | Fair value of assets determined | Neutral | |
| Ng Giok Oh | Defendant | Individual | Fair value of assets determined | Neutral | |
| Afro-Asia Shipping Company (Private) Limited | Defendant | Corporation | Fair value of assets determined | Neutral | |
| Bajumi Wahab | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Subha Asma Niljati | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Sjahrul Ghozi Bajumi | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Irfan Bajumi Wahab | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Rosihan Nuch Bajumi | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Surjati Dalima Bajumi | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Rita Rosmida Bajumi | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Sjaiful Bachri Bajumi | Plaintiff | Individual | Fair value of assets determined | Neutral | |
| Tan Choo Hoon | Defendant | Individual | Fair value of assets determined | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- The Bajumi and Tan families co-owned Afro-Asia Shipping Company.
- The company's assets included Ssangyong shares, Afro-Asia Building, and a rubber plantation.
- A settlement agreement aimed to divide the assets between the families.
- The parties disputed the fair value of the assets, leading to court intervention.
- Independent assessors were appointed to assist the court in valuing the assets.
- The court considered various valuation methods and expert opinions.
- The court determined the fair value of each asset based on the evidence presented.
5. Formal Citations
- Bajumi Wahab and Others v Afro-Asia Shipping Company (Private) Limited and Others, OS 727/1996, CWU 162/1996, [2001] SGHC 91
6. Timeline
| Date | Event |
|---|---|
| Companies Winding Up Petition 162 of 1996 and Originating Summons 727 of 1996 consolidated | |
| Assets of the Company identified in the Consolidated Financial Statements | |
| Suit No. 2359 of 1996 filed | |
| Settlement agreement reached between the parties | |
| Orders of 14 April 1998 varied by consent | |
| Parties respective reports exchanged between the parties and filed in Court | |
| Judgment issued |
7. Legal Issues
- Valuation of Shares
- Outcome: The court determined the fair value of the Ssangyong shares to be S$3.34 a share (or S$58,110,000.00), favoring the market value approach over the dividend yield method.
- Category: Substantive
- Sub-Issues:
- Appropriate valuation method
- Consideration of market values on specific dates
- Application of discounts for illiquidity
- Valuation of Real Property
- Outcome: The court determined the fair value of the Afro-Asia Building to be S$57,625,000.00, taking into account the potential for redevelopment and deducting the holding cost on the differential land premium.
- Category: Substantive
- Sub-Issues:
- Consideration of potential for redevelopment
- Impact of remaining lease term
- Accounting for differential land premium
- Valuation of Rubber Plantation
- Outcome: The court determined the fair value of the plantation to be US$17.54 million, adjusting the discount factor and considering various factors such as revenue, production costs, and residual value.
- Category: Substantive
- Sub-Issues:
- Appropriate discount factor
- Assessment of revenue and production costs
- Determination of residual value
- Interpretation of Consent Orders
- Outcome: The court interpreted the consent orders to require consideration of specific dates in the valuation process, where possible, and emphasized the importance of adhering to the agreed terms of settlement.
- Category: Procedural
- Sub-Issues:
- Meaning of 'fair value'
- Requirement to consider specific dates
- Flexibility in valuation methods
8. Remedies Sought
- Determination of Fair Value of Assets
- Specific Performance of Settlement Agreement
9. Cause of Actions
- Breach of Settlement Agreement
10. Practice Areas
- Commercial Litigation
11. Industries
- Shipping
- Real Estate
- Agriculture
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| The Ikarian Reefer | N/A | Yes | [1993] 2 Lloyds rep 68 | N/A | Cited for the duties and responsibilities of an expert witness. |
| Whitehouse v Jordan | N/A | Yes | [1981] 1 WLR 246 | N/A | Cited for the principle that expert evidence should be the independent product of the expert. |
| Polivitte Ltd v Commercial union Assurance Co. Plc. | N/A | Yes | [1987] 1 Lloyds Rep. 379 | N/A | Cited for the principle that an expert witness should provide independent assistance to the Court. |
| Re J | N/A | Yes | [1990] FCR 193 | N/A | Cited for the duties of an expert witness. |
| Derby & Co Ltd and Others v Weldon and Others | N/A | Yes | The Times, No. 9, 1990 | N/A | Cited for the principle that an expert witness should state any qualifications to the truth of their report. |
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
- Fair Value
- Ssangyong Shares
- Afro-Asia Building
- Rubber Plantation
- Discounted Cash Flow Method
- Market Value
- Dividend Yield Method
- Independent Assessor
- Settlement Agreement
- Volume Weighted Price
15.2 Keywords
- Valuation
- Shares
- Real Estate
- Rubber Plantation
- Settlement
- Afro-Asia Shipping
- Bajumi
- Tan
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Valuation | 80 |
| Company Law | 70 |
| Contract Law | 60 |
| Property Law | 50 |
| Arbitration | 30 |
16. Subjects
- Valuation
- Company Assets
- Settlement Dispute