Publicis Group v Chong Hon Kuan: Enforcing Call and Put Option Agreement

In Publicis Group SA v Chong Hon Kuan Ivan, the High Court of Singapore addressed a dispute arising from a Call and Put Option Agreement between Publicis Group SA and Mr. Ivan Chong Hon Kuan, the former managing director of Publicis Eureka Pte Ltd. Publicis sought to enforce the agreement, while Ivan argued it was superseded by a subsequent agreement and that his termination was wrongful. The court, finding disputes of fact that could not be resolved on affidavit evidence, ordered the proceedings to continue as if begun by writ.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Proceedings to continue as if begun by writ

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Publicis Group sought to enforce a Call and Put Option Agreement against Chong Hon Kuan. The court ordered the proceedings to continue as if begun by writ.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Chong Hon Kuan IvanDefendantIndividualProceedings to continue as if begun by writNeutral
Publicis Group SAPlaintiffCorporationProceedings to continue as if begun by writNeutral

3. Judges

Judge NameTitleDelivered Judgment
Tan Lee MengJudgeYes

4. Counsels

Counsel NameOrganization
Ajinderpal SinghRajah & Tann
Chong Boon LeongRajah & Tann
Louis ChanRajah & Tann
Prakash MulaniJ Koh & Co
Parhana MoretaJ Koh & Co

4. Facts

  1. Publicis and Ivan entered into a Call and Put Option Agreement regarding Ivan's shares in Publicis Eureka Pte Ltd.
  2. Publicis sought to enforce the Call and Put Option Agreement after Ivan's employment was terminated.
  3. Ivan argued that a subsequent agreement in May 2001 superseded the Call and Put Option Agreement.
  4. Ivan contended that his employment was wrongfully terminated.
  5. Publicis refused to appoint local solicitors to accept service of documents in Ivan's suits against them.

5. Formal Citations

  1. Publicis Group SA v Chong Hon Kuan Ivan, OS 948/2002, [2003] SGHC 41

6. Timeline

DateEvent
Eureka Advertising Pte Ltd founded by Ivan Chong Hon Kuan
Publicis acquired 60% of the shares in Eureka, which was renamed Publicis Eureka Pte Ltd
Publicis acquired the interests of Saatchi & Saatchi
Ivan's solicitors asserted that Publicis had acted in a manner prejudicial to Ivan's interest
Maurice Levy informed Ivan that Publicis was prepared to purchase the original shareholders’ shares for $4.4m
Ivan replied that he was glad that the parties had finally come to an agreement
Ivan informed Publicis that as the latter had reneged on the agreement to purchase his shares, he would commence legal proceedings
Ivan’s employment with PEP was terminated
Publicis sought to exercise their right under the Call and Put Option Agreement to purchase Ivan’s shares in PEP for $2,267,904
Publicis filed OS No 948 of 2002 to enforce the terms of the Call and Put Option Agreement
Deputy Registrar heard Ivan’s application for substituted service
Decision Date

7. Legal Issues

  1. Enforcement of Call and Put Option Agreement
    • Outcome: The court ordered the proceedings to continue as if begun by writ, indicating that the issue could not be resolved on affidavit evidence alone.
    • Category: Substantive
  2. Validity of Subsequent Agreement
    • Outcome: The court found that there was a dispute of fact as to whether a binding agreement for the sale and purchase of shares was concluded in May 2001, which could not be resolved on affidavit evidence.
    • Category: Substantive
  3. Wrongful Termination of Employment Contract
    • Outcome: The court found that the effect of an unlawful termination of Ivan's employment on the Call and Put Option Agreement ought to be considered at trial.
    • Category: Substantive

8. Remedies Sought

  1. Specific Performance

9. Cause of Actions

  • Enforcement of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Advertising

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Klerk-Elias Liza v KT Chan Clinic Pte LtdCourt of AppealYes[1993] 2 SLR 417SingaporeCited for the principle that an agreement to execute a formal agreement does not prevent there being a valid and concluded agreement in the meanwhile.
Von Hatzfeldt-Wildenburg v AlexanderN/AYes[1912] 1 CH 284N/ACited for the principle of construction regarding the execution of a further contract.
Thomas Hussey v John Horne-PayneN/AYes(1879) 4 App Cas 311N/ACited for the principle that the whole of the correspondence must be considered when attempting to fathom the true intention of the parties.
Tan Yeow Khoon v Tan Yeow TatN/ANo[2001] 3 SLR 341SingaporeCited as an instance where the hearing of the originating summons was adjourned in order that arrangements may be made for those who filed affidavits to be cross-examined.
Drolia Mineral Industries Pte Ltd v National Resources Pte LtdN/AYes[2002] 3 SLR 163SingaporeCited for the principle that a foreign plaintiff commencing an action in Singapore would be deemed to have submitted himself to the jurisdiction in respect of any counterclaim that may properly be made in that action.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court Order 28 rule 8(1)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Call and Put Option Agreement
  • Originating Summons
  • Wrongful Termination
  • Share Transfer
  • Joint Venture
  • Minority Shareholder
  • Majority Shareholder

15.2 Keywords

  • Call and Put Option Agreement
  • Originating Summons
  • Wrongful Termination
  • Shares
  • Advertising

17. Areas of Law

Area NameRelevance Score
Breach of Contract80
Civil Practice75
Contract Law70
Call and Put Option Agreement65
Company Law60
Termination50
Minority Oppression40

16. Subjects

  • Contract Law
  • Civil Procedure
  • Corporate Law