CDIB Venture Investment v Soeryadjaya: Put Option Dispute in Share Purchase Agreement
CDIB Venture Investment (Asia) Ltd and CDIB (USA) sued Soeryadjaya Edwin, Joyce Soeryadjaya Kerr, William Soeryadjaya, and Bradley Fraser in the High Court of Singapore, seeking payment under a put option in two sale and purchase agreements ('Esplanade Agreement' and 'JGL Agreement'). The plaintiffs claimed the vendors failed to repurchase shares. Choo Han Teck J dismissed the claim regarding the Esplanade shares, finding no breach of warranty, but allowed the claim regarding the JGL shares, ordering payment of A$7 million.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' case dismissed in respect of the Esplanade shares, but claim allowed in respect of the JGL shares.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
CDIB Venture Investment sues Soeryadjaya for failing to honor a put option in a share purchase agreement. The court dismissed the claim for Esplanade shares but allowed the claim for JGL shares.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| CDIB Venture Investment (Asia) Ltd | Plaintiff | Corporation | Claim Dismissed, Claim Allowed | Lost, Won | Rajiv Nair |
| Soeryadjaya Edwin | Defendant | Individual | Judgment for Defendant, Judgment Against Defendant | Won, Lost | K. Shanmugam, Valerie Tan, Christopher Tan |
| Joyce Soeryadjaya Kerr | Defendant | Individual | Judgment for Defendant, Judgment Against Defendant | Won, Lost | K. Shanmugam, Valerie Tan, Christopher Tan |
| William Soeryadjaya | Defendant | Individual | Judgment for Defendant, Judgment Against Defendant | Won, Lost | K. Shanmugam, Valerie Tan, Christopher Tan |
| Bradley Fraser | Defendant | Individual | Judgment Against Defendant | Lost | K. Shanmugam, Valerie Tan, Christopher Tan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Rajiv Nair | Shook Lin & Bok |
| K. Shanmugam | Allen & Gledhill |
| Valerie Tan | Allen & Gledhill |
| Christopher Tan | Allen & Gledhill |
4. Facts
- The Soeryadjaya family invested in the pig farming industry in Australia.
- Esplanade Investments Pte Ltd and JGL Trading Pte Ltd were shareholders in the Pratten Project.
- The Soeryadjaya family sold shares in Esplanade to CDIB (Asia).
- The Soeryadjaya family sold shares in JGL to CDIB (USA).
- The sale and purchase agreements contained a 'put option'.
- Plaintiffs claimed the vendors failed to repurchase the shares.
- The right to call upon the put option depended on a breach of warranty 5.
5. Formal Citations
- CDIB Venture Investment (Asia) Ltd v Soeryadjaya Edwin and Others and Another Suit, Suit 1139/2001, 1140/2001, [2003] SGHC 209
6. Timeline
| Date | Event |
|---|---|
| Soeryadjaya family invested in the pig farming industry in Australia. | |
| Original deadline for commencement of Pratten Project construction. | |
| CDIB sent a letter to William Soeradjaya regarding breach of agreement and repurchase options. | |
| Notices were despatched regarding warranty breach. | |
| William Soeryadjaya's letter to Mr. Hsien Jone Cheng regarding extension of deadline. | |
| Extended deadline for commencement of Pratten Project construction. | |
| Ground breaking ceremony for Pratten Project. | |
| Start date for six-month period to exercise JGL put option. | |
| End date for six-month period to exercise JGL put option. | |
| Suits instituted by the plaintiffs against the defendants. | |
| Decision date of the High Court. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found no breach of contract regarding the Esplanade shares but found a valid exercise of the put option regarding the JGL shares.
- Category: Substantive
- Sub-Issues:
- Failure to exercise put option
- Breach of warranty
- Implied Term
- Outcome: The court held that the implied term that the plaintiffs would do nothing to jeopardize the project could not be implied in the present case.
- Category: Substantive
- Sub-Issues:
- Obligation to cooperate
- Duty not to jeopardize project
8. Remedies Sought
- Payment of money under a put option
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Agriculture
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lee Hooi Lian v Kuay Guan Kai | High Court | Yes | [1990] SLR 262 | Singapore | Cited regarding the proposition that an option holder could sue a grantor for breach of contract if the grantor sells the asset before the option is exercised. |
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
- Put option
- Sale and purchase agreement
- Warranty
- Pratten Project
- Share repurchase
- Esplanade Agreement
- JGL Agreement
15.2 Keywords
- put option
- share purchase agreement
- breach of contract
- investment
- CDIB
- Soeryadjaya
- Pratten Project
16. Subjects
- Contract Law
- Corporate Law
- Investment Law
17. Areas of Law
- Contract Law
- Share Purchase Agreement
- Put Option