Yeo Boong Hua v Turf City: Shareholder Dispute & Settlement Agreement Enforcement
In Yeo Boong Hua and Another v Turf City Pte Ltd and Others, the Singapore High Court addressed an application by the plaintiffs, Yeo Boong Hua and Lim Ah Poh, to amend their Originating Summons in a shareholder dispute against Turf City Pte Ltd, Singapore Agro Agricultural Pte Ltd, Tan Huat Chye, Ng Chye Samuel, Koh Khong Meng, and Teo Tian Seng. The plaintiffs alleged unfair treatment by the majority shareholders and sought to enforce a settlement agreement. Assistant Registrar Vincent Leow dismissed the prayer to amend the Originating Summons in so far as the amendment referred to the settlement agreement, but allowed the addition of the prayer that the company be wound up. The court allowed the application to expunge references to without-prejudice correspondence.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application to amend the Originating Summons was partially allowed. Application to expunge references to without-prejudice correspondence was allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Shareholder dispute over unfair treatment. Court decides on application to amend Originating Summons and expunge references to without-prejudice correspondence.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Yeo Boong Hua | Plaintiff | Individual | Application to amend the Originating Summons was partially allowed | Partial | Oommen Mathew, Alice Yeo |
| Lim Ah Poh | Plaintiff | Individual | Application to amend the Originating Summons was partially allowed | Partial | Oommen Mathew, Alice Yeo |
| Turf City Pte Ltd | Defendant | Corporation | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
| Singapore Agro Agicultural Pte Ltd | Defendant | Corporation | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
| Tan Huat Chye | Defendant | Individual | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
| Ng Chye Samuel | Defendant | Individual | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
| Koh Khong Meng | Defendant | Individual | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
| Teo Tian Seng | Defendant | Individual | Application to expunge references to without-prejudice correspondence was allowed | Won | Patrick Ang, Mark Cheng |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vincent Leow | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Oommen Mathew | Haq and Selvam |
| Alice Yeo | Alice Yeo and Company |
| Patrick Ang | Rajah and Tann |
| Mark Cheng | Rajah and Tann |
4. Facts
- Plaintiffs and defendants are shareholders of the first defendant company.
- Plaintiffs alleged unfair treatment and oppression by the majority shareholders.
- Defendants sought to call an EOGM to alter the company's Articles of Association.
- Plaintiffs filed an OS to injunct the defendants from holding the EOGM.
- Parties engaged in negotiations to reach an amicable settlement.
- Letters were exchanged between the parties' solicitors with various offers and counter-offers.
- Defendants sent a letter marked 'without prejudice & subject to contract'.
5. Formal Citations
- Yeo Boong Hua and Another v Turf City Pte Ltd and Others, OS 1634/2002/D, SIC 5348/2003, 5864/2003, [2004] SGHC 38
6. Timeline
| Date | Event |
|---|---|
| Notice of EOGM issued | |
| Interim injunction granted restraining the EOGM from being held | |
| Plaintiffs' solicitors sent letter rejecting defendants' offer and counter proposing terms | |
| Defendants' solicitors replied to plaintiffs' solicitors with a counter offer | |
| Plaintiffs' solicitors replied, agreeing to bear their own legal costs but insisting on other terms | |
| Defendants' solicitors replied, agreeing to some terms but unable to assist with others | |
| Plaintiffs' solicitors stated they accept the defendants' offer in-principle but listed additional terms | |
| Defendants' solicitors sent a reply marked 'without prejudice & subject to contract' | |
| Plaintiffs' solicitors replied attaching a draft Deed of Settlement | |
| Defendants' solicitors stated they needed to take instructions and would revert | |
| Defendants notified the plaintiffs of their intention to hold another EOGM | |
| Plaintiffs' solicitors stated that this was a breach of the interim injunction | |
| Defendants' replied that the EOGM was called to effect the terms of the intended settlement | |
| Plaintiffs' solicitors asked again for the defendants' comments on the draft Deed of Settlement | |
| Defendants' solicitors stated that they would be meeting their clients soon and would revert as soon as possible | |
| Plaintiffs' solicitors gave the defendants a final notice to revert by 2 June 2003 | |
| Defendants proposed that the issue of the purchase of the plaintiffs’ shares be kept in abeyance | |
| Plaintiffs filed application to amend their OS | |
| Defendants filed counter application | |
| Decision Date |
7. Legal Issues
- Enforceability of Settlement Agreement
- Outcome: The court found that there was no binding settlement agreement between the parties due to a lack of consensus ad idem and the presence of a 'subject to contract' clause.
- Category: Substantive
- Sub-Issues:
- Consensus ad idem
- Subject to contract clause
- Related Cases:
- [2000] 3 SLR 405
- [2001] 2 SLR 399
- [1987] 2 Lloyds Rep 601
- [2000] 3 SLR 341
- [2001] 3 SLR 437
- [2003] 1 SLR 791
- [1985] 2 All ER 545
- [2002] 4 SLR 344
- Amendment of Originating Summons
- Outcome: The court ruled that the proposed amendments related to the remedy sought and not a new cause of action, and thus were permissible.
- Category: Procedural
- Sub-Issues:
- Adding cause of action after filing
- Relating to remedy vs. cause of action
- Related Cases:
- [1987] 1 SLR 319
- [1994] 2 SLR 802
- [1987] 1 WLR 46
8. Remedies Sought
- Injunction
- Declaration
- Order for defendants to purchase plaintiffs' shares
- Winding up of the company
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 |
|---|---|---|---|---|---|
| Teo Gracie v Tay Leng Hong | High Court | Yes | [1987] 1 SLR 319 | Singapore | Cited for the principle that an amendment of the OS would date back to the original issue of the OS. |
| Saga Foodstuffs Manufacturing Pte. Ltd. v Best Food Pte. Ltd. | High Court | Yes | [1994] 2 SLR 802 | Singapore | Cited for the principle that a party cannot amend the OS to add a cause of action which had accrued to him since the issue of the OS. |
| Tilcon Ltd v Land and Real Estate Investments Ltd | Court of Appeal | Yes | [1987] 1 WLR 46 | England and Wales | Cited for the distinction between amendments that relate to the remedy claimed and amendments that introduce a new cause of action. |
| Tribune Investment Trust Inc v Soosan Trading Co Ltd | Court of Appeal | Yes | [2000] 3 SLR 405 | Singapore | Cited for the objective test of agreement and inferring consensus ad idem. |
| Projections Pte Ltd v Tai Ping Insurance Co Ltd | Court of Appeal | Yes | [2001] 2 SLR 399 | Singapore | Cited for the approach to examine all documents and conduct to determine if agreement was reached on all material points. |
| Butler Machine Tool Co v Ex-Cell-O corporation (England) | Court of Appeal | Yes | [1979] 1 All ER 965 | England and Wales | Cited for the principle that the traditional analysis of offer, counter-offer, rejection, acceptance is out-of-date. |
| New Zealand Shipping Co Ltd v AM Satterthwaite | Privy Council | Yes | [1974] 1 All ER 1015 | New Zealand | Cited for the principle that the traditional analysis of offer, counter-offer, rejection, acceptance is out-of-date. |
| Pagan v Food Products | Court of Appeal | Yes | [1987] 2 Lloyds Rep 601 | United Kingdom | Cited regarding whether certain terms were relatively minor details which could be sorted out without difficulty once a bargain had been struck. |
| Tan Yeow Khoon v Tan Yeow Tat & Anor (No 1) | High Court | Yes | [2000] 3 SLR 341 | Singapore | Cited regarding whether all the elements essential for a settlement were in place. |
| Aircharter World Pte Ltd v Kontena Nasional Bhd | Court of Appeal | Yes | [1999] 3 SLR 1 | Singapore | Cited for the principle that letters must be looked at as a whole and one cannot merely lift one line and read it out of context. |
| Thomson Plaza (Pte) Ltd v Liquidators of Yaohan Department Store Singapore | Court of Appeal | Yes | [2001] 3 SLR 437 | Singapore | Cited for the principle that where an agreement is subject to contract, then unless and until a formal written contract has been executed and exchanged between the parties, then there is no binding and enforceable contract between the parties. |
| United Artists Singapore Theatres and Anor v Parkway Properties Pte Ltd and Anor | High Court | Yes | [2003] 1 SLR 791 | Singapore | Cited for the principle that the effect of a ‘subject to contract’ clause is not just restricted to conveyancing contracts. |
| Low Kar Yit v Mohamed Isa & Anor | Court of Appeal | Yes | (1963) 29 MLJ 165 | Malaysia | Cited as an example where the term ‘subject to contract’ was contained in the option given. |
| Sherbrooke v Dipple | Court of Appeal | Yes | [1981] 41 P&CR 173 | England and Wales | Cited for the principle that a single ‘subject to contract’ letter was sufficient to change the nature of the entire negotiations. |
| Tevana v Norman Brett (Builders) Ltd | High Court | Yes | Tevana v Norman Brett (Builders) Ltd | England and Wales | Cited for the principle that parties could get rid of the qualifications of ‘subject to contract’ only if they both expressly agreed that it should be expunged or if such an agreement was to be necessarily implied. |
| Alpenstow v Regalian Properties plc | High Court | Yes | [1985] 2 All ER 545 | England and Wales | Cited for the test of ‘a very strong and exceptional context’ to justify not giving the words ‘subject to contract’ their prima facie meaning. |
| Teo Teo Lee v Ong Swee Lan | High Court | Yes | [2002] 4 SLR 344 | Singapore | Cited for the test of whether the phrase ‘subject to tenancy agreement’ was merely an expression of a desire by the parties to draw up a formal document to incorporate the terms agreed. |
13. Applicable Rules
| Rule Name |
|---|
| Order 20 Rule 5 of the Rules of Court |
| Order 20 Rule 7 of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act s 216 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Extraordinary General Meeting
- Originating Summons
- Settlement Agreement
- Without Prejudice
- Subject to Contract
- Consensus ad idem
- Shareholder Dispute
- Indemnity Clause
15.2 Keywords
- shareholder dispute
- settlement agreement
- without prejudice
- subject to contract
- originating summons
- amendment
- injunction
- winding up
16. Subjects
- Civil Procedure
- Contract Law
- Company Law
- Shareholder Rights
17. Areas of Law
- Civil Procedure
- Shareholder Dispute
- Contract Law