Chong Hon Kuan Ivan v Levy Maurice: Oppression of Minority Shareholders & Directors' Conduct
In Chong Hon Kuan Ivan and Another v Levy Maurice and Others, the High Court of Singapore heard an appeal regarding an oppression of minority shareholders action. The plaintiffs, Chong Hon Kuan Ivan and Chang Hong Kaye Jimmy, minority shareholders in Publicis Eureka Pte Ltd, alleged oppressive conduct by the defendant-directors, Levy Maurice and Salomon Salto. The defendant-directors applied to strike out the claim against them, arguing no cause of action was disclosed. Choo Han Teck J. dismissed the appeal, finding that the defendant-directors were alleged to be responsible for misconduct and breaches of agreements amounting to oppression against the plaintiffs. The court held that the plaintiffs should have the opportunity to present their case, and the defendant-directors would be entitled to costs if the plaintiffs failed.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal dismissed with costs in the cause.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Minority shareholders allege oppression. The court considered whether defendant-directors were properly joined when reliefs claimed had no application to them.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chong Hon Kuan Ivan | Plaintiff | Individual | Appeal dismissed | Lost | |
| Chang Hong Kaye Jimmy | Plaintiff | Individual | Appeal dismissed | Lost | |
| Levy Maurice | Defendant | Individual | Appeal dismissed | Won | |
| Salomon Salto | Defendant | Individual | Appeal dismissed | Won | |
| Jean-Paul Morin | Defendant | Individual | Neutral | Neutral | |
| Publicis Worldwide B.V. | Defendant | Corporation | Neutral | Neutral | |
| Publicis Eureka Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| Publicis Group SA | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Prakash Mulani | M and A Law Corporation |
| Aftab Khan | M and A Law Corporation |
4. Facts
- Plaintiffs are minority shareholders in Publicis Eureka Pte Ltd.
- First and third defendants are directors but not shareholders of the company.
- Plaintiffs allege the defendant-directors exercised their voting powers oppressively.
- Plaintiffs seek a declaration that four written agreements are binding on the defendants.
- Plaintiffs seek reinstatement of the first plaintiff as managing director.
- Plaintiffs seek reinstatement of the first plaintiff as a cheque signatory.
- Plaintiffs seek an order that the fifth defendants agree to the appointment of a new auditor.
5. Formal Citations
- Chong Hon Kuan Ivan and Another v Levy Maurice and Others, OS 347/2002, RA 346/2003, [2003] SGHC 302
6. Timeline
| Date | Event |
|---|---|
| Originating summons filed (OS 347/2002) | |
| Decision date |
7. Legal Issues
- Oppression of Minority Shareholders
- Outcome: The court held that the plaintiffs should have the opportunity to present their case that the defendant-directors were responsible for misconduct and breaches of agreements amounting to oppression.
- Category: Substantive
- Sub-Issues:
- Exercise of directors' voting powers
- Reinstatement as managing director
- Reinstatement as cheque signatory
- Appointment of new auditor
- Striking Out Claim
- Outcome: The court dismissed the appeal, finding that the assistant registrar was correct in dismissing the application to strike out the claim.
- Category: Procedural
- Sub-Issues:
- No cause of action disclosed
- Abuse of process of court
8. Remedies Sought
- Declaration that written agreements are binding
- Reinstatement as managing director
- Reinstatement as cheque signatory
- Appointment of new auditor
- Account of profits and revenues
9. Cause of Actions
- Oppression of minority shareholders
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ng Sing King & Others v PSA International Pte Ltd | High Court | Yes | [2003] SGHC 59 | Singapore | Cited in support of the argument that the action against the first and third defendants ought to be struck out because no relief was sought from them. |
| Re a company | N/A | Yes | [1986] BCLC 68 | England | Cited as one of the English authorities where diverse propositions appear regarding joining a person who is not involved as a party. |
| Re BSB Holdings Ltd | N/A | Yes | [1993] BCLC 246 | England | Cited as a situation where a party was properly joined because it was an actor and played a major role in the transactions. |
| Lowe v Fahey | N/A | Yes | [1996] 1 BCLC 262 | England | Cited as a case where the court refused to strike out the defendants on the grounds that the defendants there were relevant parties. |
| Re Little Olympian Each-Ways Ltd | N/A | Yes | [1994] 1 BCLC 420 | England | Cited as a case where the court could strike out the claim against a person who had been involved in the affair but against whom no remedy was sought. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| s 216(1) | Singapore |
| s 216(2) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Oppression
- Minority shareholders
- Directors
- Cause of action
- Striking out
- Reliefs
- Voting powers
- Agreements
- Reinstatement
- Auditor
15.2 Keywords
- Minority shareholders
- Oppression
- Directors
- Striking out
- Singapore
- High Court
- Company Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Minority Oppression | 90 |
| Company Law | 75 |
| Corporate Litigation | 60 |
| Commercial Disputes | 50 |
| Civil Procedure | 40 |
16. Subjects
- Civil Procedure
- Company Law
- Oppression of Minority Shareholders