Tan Yeow Tat v Tan Yeow Khoon: Expert Valuation Dispute in Family Company Share Sale

In Tan Yeow Tat and Another v Tan Yeow Khoon and Others, the Singapore High Court addressed a dispute arising from an expert valuation of shares in three family companies (Soon Hock Transportation Pte Ltd, Soon Hock Container & Warehousing Pte Ltd, and Cogent Container Services Pte Ltd). The plaintiffs, Tan Yeow Tat and Tan Guek Tin, sought a construction of a prior court order regarding the valuation of their 25% shareholding, alleging errors in the expert's adjustments for non-business payments and transactions with Wah Tien. The court, presided over by Justice Choo Han Teck, dismissed the plaintiffs' application, finding no manifest error in the expert's report and emphasizing the importance of upholding agreements for final and binding expert determinations.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Dispute over expert valuation in a family company share sale. The court dismissed the application, finding no manifest error in the expert's report.

1.7 Decision Date

29 January 2003

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Yeow Khoon	Defendant	Individual	Application dismissed	Won	Chan Kia Pheng of Khattar Wong & Partners Leslie Chew of Khattar Wong & Partners
Tan Yeow Lam	Defendant	Individual	Application dismissed	Won	Chan Kia Pheng of Khattar Wong & Partners Leslie Chew of Khattar Wong & Partners
Tan Yeow Tat	Plaintiff	Individual	Application dismissed	Lost	Philip Ling of Wong Tan & Molly Lim LLC Molly Lim of Wong Tan & Molly Lim LLC
Tan Guek Tin	Plaintiff	Individual	Application dismissed	Lost	Philip Ling of Wong Tan & Molly Lim LLC Molly Lim of Wong Tan & Molly Lim LLC
Ong Yew Huat	Defendant	Individual	Application dismissed	Won	Chan Kia Pheng of Khattar Wong & Partners Leslie Chew of Khattar Wong & Partners

3. Judges

Judge Name	Title	Delivered Judgment
Choo Han Teck	Judge	Yes

4. Counsels

Counsel Name	Organization
Chan Kia Pheng	Khattar Wong & Partners
Leslie Chew	Khattar Wong & Partners
Philip Ling	Wong Tan & Molly Lim LLC
Molly Lim	Wong Tan & Molly Lim LLC

4. Facts

Plaintiffs and defendants are siblings and shareholders in three family companies.
A dispute arose regarding the management of the companies and the direction of contracts to Wah Tien.
The parties entered into an agreement for the defendants to purchase the plaintiffs' shares.
A court order was issued to determine the terms of the share valuation.
An expert was appointed to conduct the valuation, with the findings to be binding absent manifest error.
The plaintiffs challenged the expert's valuation, alleging errors in adjustments for non-business payments and transactions with Wah Tien.
The expert's report was intended to be a non-speaking award, but the expert provided explanations for his findings.

5. Formal Citations

Tan Yeow Tat and Another v Tan Yeow Khoon and Others, OS 406/2002, [2003] SGHC 14

6. Timeline

Date	Event
1995-11-07	Parties held a meeting
1995-11-28	Plaintiffs' solicitors wrote a letter to the defendants' solicitors proposing to sell their shares
1998-02-23	Court order issued containing terms of the letter in verbatim form
1999-08-18	Parties appeared before Rubin J again
1999-08-23	Terms of reference formally signed by the plaintiffs and defendants
2000-05-15	Expert wrote to the parties setting out his draft findings
2000-06-08	Expert submitted his report incorporating his findings in the draft previously sent
2002-03-23	Plaintiffs commenced originating summons
2003-01-30	Decision Date

7. Legal Issues

Manifest Error in Expert Valuation
- Outcome: The court found no manifest error in the expert's report and dismissed the application to challenge the valuation.
- Category: Substantive
- Sub-Issues:
  - Interpretation of court order
  - Scope of expert's terms of reference
  - Adjustments for non-business payments
  - Adjustments for transactions with related parties
- Related Cases:
  - [1978] 1 Lloyds L R 175
  - [1992] 1 WLR 277

8. Remedies Sought

Construction of court orders
Payment of outstanding balance for share purchase

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Transportation
Warehousing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Baber v Kenwood	Court of Appeal	Yes	[1978] 1 Lloyds L R 175	England and Wales	Cited for the principle that parties accept the risk of expert error to achieve certainty and avoid court proceedings.
Jones v Sherwood	Court of Appeal	Yes	[1992] 1 WLR 277	England and Wales	Cited for the view that there is no real distinction between speaking and non-speaking awards.

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

Expert valuation
Manifest error
Non-speaking award
Terms of reference
Adjusted book value
Related party transactions
Family companies

15.2 Keywords

valuation
expert
share
family
company
dispute
contract

17. Areas of Law

Area Name	Relevance Score
Valuation	80
Civil Practice	75
Company Law	60
Contract Law	50
Evidence Law	30
Arbitration	25

16. Subjects

Share Valuation
Expert Determination
Family Business Disputes