Soh Lup Chee v Seow Boon Cheng: Discovery Orders & Share Valuation Fraud
Soh Lup Chee, Tan Lee Khiang, and Ang Chye Soon sued Seow Boon Cheng and Genisys Intergrated Engineers Pte Ltd in the High Court of Singapore, alleging fraud in the valuation of shares pursuant to a consent judgment. The plaintiffs claimed Seow suppressed relevant materials and presented false information to the valuer, Don Ho. Choo Han Teck J dismissed the plaintiffs' claim, finding no evidence of fraud on the valuer and no contumelious breach of discovery orders.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claim dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Minority oppression action concerning the sale of shares. Court found no fraud on valuer and dismissed application to strike out defence.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Soh Lup Chee | Plaintiff | Individual | Claim Dismissed | Lost | Randolph Khoo, Johnson Loo, Veronica Joseph |
| Tan Lee Khiang | Plaintiff | Individual | Claim Dismissed | Lost | Randolph Khoo, Johnson Loo, Veronica Joseph |
| Ang Chye Soon | Plaintiff | Individual | Claim Dismissed | Lost | Randolph Khoo, Johnson Loo, Veronica Joseph |
| Seow Boon Cheng | Defendant | Individual | Judgment for Defendant | Won | K Shanmugam SC, Leona Yuen, Tham Wei Chern |
| Genisys Intergrated Engineers Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | K Shanmugam SC, Leona Yuen, Tham Wei Chern |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Randolph Khoo | Drew and Napier LLC |
| Johnson Loo | Drew and Napier LLC |
| Veronica Joseph | Drew and Napier LLC |
| K Shanmugam SC | Allen and Gledhill |
| Leona Yuen | Allen and Gledhill |
| Tham Wei Chern | Allen and Gledhill |
4. Facts
- Plaintiffs and first defendant were shareholders and directors of GIE.
- Plaintiffs commenced a minority oppression action against the first defendant in 1999.
- The minority oppression action was settled, and a consent judgment was entered on 7 July 2000.
- The consent judgment involved the sale of the plaintiffs’ shares in GIE to the first defendant.
- Don Ho was appointed as the valuer to determine the value of GIE’s shares.
- The plaintiffs alleged that the first defendant suppressed relevant materials and presented false information to Don Ho.
- The plaintiffs sought to set aside Don Ho's valuation due to alleged fraud.
5. Formal Citations
- Soh Lup Chee and Others v Seow Boon Cheng and Another, Suit 106/2001, [2004] SGHC 8
6. Timeline
| Date | Event |
|---|---|
| Genisys Integrated Engineers Pte Ltd incorporated. | |
| GIE signed two agreements with Seow concerning Syntech Genisys Co Ltd. | |
| Original expiration date for put options in agreements between GIE and Seow. | |
| Alleged date of extension of put option by Tan. | |
| Date for valuation of GIE's shares. | |
| Plaintiffs commenced a minority oppression action against the first defendant. | |
| Interlocutory order by Judith Prakash J to appoint Don Ho as valuer. | |
| Consent judgment entered before S Rajendran J. | |
| First payment of $1.0 million due from the 1st Defendant to the Plaintiffs. | |
| Second payment of $1.0 million due from the 1st Defendant to the Plaintiffs. | |
| Third payment of $1.0 million due from the 1st Defendant to the Plaintiffs. | |
| Don Ho released his valuation report. | |
| Payment of $750,000.00 due from the 1st Defendant to the Plaintiffs. | |
| Payment of $750,000.00 due from the 1st Defendant to the Plaintiffs. | |
| Payment of $500,000.00 due from the 1st Defendant to the Plaintiffs. | |
| Unless order issued by the court. | |
| Judgment reserved. | |
| Decision Date |
7. Legal Issues
- Breach of Discovery Orders
- Outcome: The court found no material non-disclosure of documents of a contumelious nature such that the Defence ought to be struck out.
- Category: Procedural
- Fraud on Valuer
- Outcome: The court found no evidence to satisfy that there was any fraud on Don Ho.
- Category: Substantive
8. Remedies Sought
- Setting aside the valuation of Don Ho
9. Cause of Actions
- Fraud
10. Practice Areas
- Discovery of Documents
- Sale of Shares
- Valuation of Shares
11. Industries
- Engineering
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Bansal Hermant Govindprasad v Central Bank of India | Court of Appeal | Yes | [2003] 2 SLR 33 | Singapore | Endorsed the approach for a submission of no case to meet. |
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
- Valuation
- Shares
- Consent Judgment
- Discovery Orders
- Fraud
- Net Tangible Asset
- Fair Value
- Put Option
- Balance Budget Summaries
15.2 Keywords
- share valuation
- fraud
- discovery
- minority oppression
- engineering
16. Subjects
- Share Valuation
- Fraudulent Misrepresentation
- Civil Procedure
17. Areas of Law
- Civil Procedure
- Companies
- Evidence