Wisanggeni Lauw v Full Fledge Holdings: Breach of Contract & Share Transfer Dispute

In Wisanggeni Lauw v Full Fledge Holdings Ltd, the Singapore Court of Appeal heard appeals from both parties concerning a dispute over the transfer of shares in United Fiber System Ltd (formerly Poh Lian Holding Ltd). Full Fledge sued Lauw for failing to transfer shares as per their agreement. The trial judge ruled in favor of Full Fledge, but refused certain consequential reliefs. The Court of Appeal dismissed Lauw's appeal and allowed Full Fledge's appeal, ordering an assessment of damages and requiring Lauw to provide a guarantee regarding the share price.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal in CA 63/2004 dismissed. Appeal in CA 95/2004 allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Court of Appeal case involving Wisanggeni Lauw and Full Fledge Holdings over a breach of contract regarding the transfer of shares. The court ruled in favor of Full Fledge.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Wisanggeni LauwAppellant, DefendantIndividualAppeal DismissedLost
Full Fledge Holdings LtdRespondent, Appellant, PlaintiffCorporationAppeal AllowedWon

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJustice of AppealYes
Lai Siu ChiuJudgeNo
Yong Pung HowChief JusticeNo

4. Counsels

Counsel NameOrganization
Vinodh CoomaraswamyShook Lin and Bok
C R RajahTan Rajah and Cheah
Tan Lee ChengHarry Elias Partnership
Kenneth ChooShook Lin and Bok
Kenneth LeongHarry Elias Partnership

4. Facts

  1. Lauw sought Full Fledge's help to acquire a Singapore-listed company.
  2. Full Fledge was to introduce a suitable company for acquisition and inject capital.
  3. Lauw was to transfer shares in the acquired company in exchange for Full Fledge's efforts.
  4. Lauw acquired Poh Lian Holding Ltd (PLHL), later renamed United Fiber System Ltd (UFS).
  5. Lauw failed to transfer some of the agreed shares to Bank of China (BOC).
  6. Full Fledge sued Lauw to compel the transfer of shares.
  7. Lauw guaranteed a minimum market value for some of the shares.

5. Formal Citations

  1. Wisanggeni Lauw v Full Fledge Holdings Ltd and Another Appeal, CA 63/2004, 95/2004, [2005] SGCA 21

6. Timeline

DateEvent
Lauw sought Kang's help in acquiring a Singapore-listed company.
Kang sent the first letter to Lauw regarding the acquisition of Poh Lian Holdings Ltd (PLHL).
Kang sent the second letter to Lauw, superseding the first letter.
Lauw successfully acquired PLHL by a reverse takeover, renaming it United Fiber System Ltd (UFS).
Kang handed the third letter to Lauw at the Fullerton Hotel.
Lauw executed a memorandum of charge in favor of Malaysian Banking Berhad (Maybank) in respect of 30,000,000 UFS shares.
Full Fledge pressed Lauw to effect the transfer of the 10.6m shares to BOC.
Lauw’s solicitors sent a draft letter of release and discharge to be executed by Kang.
Kang replied, stating that the 10.6m shares to be transferred to BOC should be freed from moratorium, lien and charges.
The solicitors for Lauw replied, asserting that Lauw’s obligation was “only to deliver Moratorium shares free of any lien and all charges not non-moratorium shares”.
Full Fledge repeatedly pressed Lauw to effect the transfer of the 10.6m shares to BOC.
Lauw’s solicitors reiterated that he would be prepared to charge the moratorium shares to BOC if Kang would execute the LOR.
Full Fledge instituted the present action to compel Lauw to fulfil his part of the bargain.
Deadline for Lauw's guarantee that the 10,625,000 UFS shares to be transferred to Bank of China shall have a market value of not less than S$0.17 per share.
Oral arguments were heard.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Lauw was in breach of contract for failing to transfer the shares.
    • Category: Substantive
    • Sub-Issues:
      • Failure to effect transfer of shares
  2. Assessment of Damages
    • Outcome: The court directed that there be an order for assessment of damages.
    • Category: Procedural
  3. Guarantee of Minimum Market Value
    • Outcome: The court declared that Lauw shall provide a guarantee that the share price of the UFS shares would not fall below 17 cents per share at the expiry of the period of one year from the date of this judgment.
    • Category: Substantive

8. Remedies Sought

  1. Order to transfer shares
  2. Guarantee of minimum market value
  3. Damages to be assessed

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
UnknownHigh CourtYes[2004] SGHC 141SingaporeRefers to the trial judge's ruling in favor of Full Fledge.
UnknownHigh CourtYes[2004] SGHC 209SingaporeRefers to the supplemental judgment where the trial judge refused to grant Full Fledge’s prayers for certain consequential reliefs.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Share transfer
  • Breach of contract
  • Guarantee
  • Assessment of damages
  • Poh Lian Holding Ltd
  • United Fiber System Ltd
  • Capital injection
  • Moratorium shares

15.2 Keywords

  • contract
  • shares
  • transfer
  • breach
  • singapore
  • court of appeal

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Contract Law80
Damages75
Civil Procedure70
Judgments and Orders70

16. Subjects

  • Contract Law
  • Corporate Law
  • Share Transfer
  • Breach of Contract