Ng Sing King v PSA International: Striking Out Claims Against Non-Shareholders in Oppression Action

Ng Sing King and others filed an oppression action against PSA International Pte Ltd and others. The Third and Fourth Defendants appealed against the decision to dismiss their applications to be removed as parties. The High Court allowed the appeals, finding no good ground to keep the Third and Fourth Defendants as parties since they were non-shareholders and any buy-out order would only affect the First and Second Defendants. The court ordered the Plaintiffs to pay costs to the Third and Fourth Defendants.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeals allowed; Plaintiffs to pay costs to Third and Fourth Defendants.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding striking out claims against non-shareholders in an oppression action. Court allowed the appeal, finding no basis to keep them as parties.

1.7 Decision Date

17 March 2003

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ng Sing King	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
Hong Jen Cien	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
Wong Ban Kwang	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
Ng Siew King	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
Lo Lain	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
P-Serv Pte Ltd	Plaintiff	Corporation	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
PSA International Pte Ltd	Defendant	Corporation	Appeal Allowed	Won	K Shanmugam SC of Allen & Gledhill Valerie Tan of Allen & Gledhill
Elogicity International Pte Ltd	Defendant	Corporation	Neutral	Neutral	Thio Shen Yi of TSMP Law Corporation Collin Seah of TSMP Law Corporation Karen Teo of TSMP Law Corporation K Shanmugam SC of Allen & Gledhill Valerie Tan of Allen & Gledhill
Lim Koon Hock	Plaintiff	Individual	Appeal Dismissed	Lost	Andre Maniam of Wong Partnership Melvin Chan of Wong Partnership
P & O Australia Ports Pty Ltd	Defendant	Corporation	Appeal Allowed	Won	Thio Shen Yi of TSMP Law Corporation Collin Seah of TSMP Law Corporation Karen Teo of TSMP Law Corporation
PSA Corporation Limited	Defendant	Corporation	Neutral	Neutral	K Shanmugam SC of Allen & Gledhill Valerie Tan of Allen & Gledhill
P & O Ports Ltd	Defendant	Corporation	Neutral	Neutral	Thio Shen Yi of TSMP Law Corporation Collin Seah of TSMP Law Corporation Karen Teo of TSMP Law Corporation

3. Judges

Judge Name	Title	Delivered Judgment
Tay Yong Kwang	Judge	Yes

4. Counsels

Counsel Name	Organization
Andre Maniam	Wong Partnership
Melvin Chan	Wong Partnership
K Shanmugam SC	Allen & Gledhill
Valerie Tan	Allen & Gledhill
Thio Shen Yi	TSMP Law Corporation
Collin Seah	TSMP Law Corporation
Karen Teo	TSMP Law Corporation

4. Facts

The Plaintiffs are minority shareholders in the Fifth Defendant.
The First and Second Defendants are the registered shareholders of the Fifth Defendant.
The Third and Fourth Defendants are the parent companies of the First and Second Defendants, respectively.
The Plaintiffs alleged oppressive conduct by the First to Fourth Defendants.
The Third and Fourth Defendants applied to be removed as parties to the action.
The Senior Assistant Registrar dismissed the applications of the Third and Fourth Defendants.
The Third and Fourth Defendants appealed against the decision of the Senior Assistant Registrar.

5. Formal Citations

Ng Sing King and Others v PSA International Pte Ltd and Others, OS 1022/2002, [2003] SGHC 59

6. Timeline

Date	Event
2000-09-29	Shareholders’ Agreement and a Subscription Agreement entered into by Plaintiffs with the First and the Second Defendants.
2001-01-10	P-Serv Technologies Pte Ltd changed its name to Elogicity International Pte Ltd.
2002-07-22	Solicitors acting for the First and Third Defendants wrote to the Plaintiffs’ solicitors regarding allegations of oppression and unfair conduct.
2002-07-24	Originating Summons filed.
2002-09-01	Parties attended before Woo Bih Li JC and directions were given for the filing of affidavits by the Defendants.
2002-10-28	The Fourth Defendant took out the application below (for striking out).
2002-11-01	Judge ordered the filing of pleadings and of further affidavits.
2002-11-15	Plaintiffs filed their Statement of Claim.
2002-11-22	The Third Defendant took out its application.
2003-03-18	Decision Date

7. Legal Issues

Striking out claims against non-shareholders
- Outcome: The Court allowed the appeals of the Third and Fourth Defendants, ordering that they be removed as parties to the proceedings.
- Category: Procedural

8. Remedies Sought

Order for First to Fourth Defendants to purchase Plaintiffs’ shares at a fair value
Appointment of an independent accountant to determine the fair value of the shares
Damages
Winding up of the Fifth Defendant

9. Cause of Actions

Oppression
Unfairly prejudicial conduct

10. Practice Areas

Commercial Litigation

11. Industries

Shipping
Logistics

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Re a company	N/A	Yes	[1986] BCLC 68	England and Wales	Cited as an English authority which holds that it may be appropriate to join a non-member or non-shareholder in an application taken out under their equivalent of our section 216 Companies Act.
Re BSB Holdings Ltd	N/A	Yes	[1993] BCLC 246	England and Wales	Cited as an English authority which holds that it may be appropriate to join a non-member or non-shareholder in an application taken out under their equivalent of our section 216 Companies Act.
Re Little Olympian Each-Ways Ltd	N/A	Yes	[1994] 2 BCLC 420	England and Wales	Cited for the principle that the Court may strike out a claim, even against a person involved in the alleged unfairly prejudicial conduct, if no remedy was sought against that person.
Re Little Olympian Each-Ways Ltd (No. 3)	N/A	Yes	[1995] 1 BCLC 636	England and Wales	Cited for the principle that relief could be sought against a person in de facto control of the company at the material time as well as against a second company under the same or substantially the same de facto control to which the assets of the first company had been transferred at an undervalue as part of a ‘hiving up’ operation.
Lowe v Fahey and others	N/A	Yes	[1996] 1 BCLC 262	England and Wales	Cited for the principle that the said UK statute conferred a very wide jurisdiction on the Court and where the conduct complained of involved the diversion of company funds, an order for payment to the company could be sought against members, former members or directors allegedly involved in the unlawful diversion and third parties who had knowingly received or improperly assisted in the wrongful diversion.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 1997 Rev Ed) O 18 r 19

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Chapter 50)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Striking out
Non-shareholders
Oppression
Shareholders’ Agreement
Minority shareholders
Corporate veil

15.2 Keywords

Striking out
Oppression
Shareholders
Companies Act
Singapore
Litigation

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	80
Striking out	80
Shareholders Agreement	75
Company Law	70
Shareholder Disputes	65
Corporate Law	60
Winding Up	60
Civil Procedure	60
Corporate Disputes	50

16. Subjects

Civil Procedure
Company Law
Oppression of minority shareholders