Oei Hong Leong v Ban Song Long David: Defamation, Fair Comment & Corporate Takeover

In Oei Hong Leong v Ban Song Long David, the Singapore Court of Appeal heard an appeal concerning defamation claims arising from statements made during a corporate takeover battle for NatSteel Ltd. Oei Hong Leong, the appellant, sued Ban Song Long David, 98 Holdings Pte Ltd, Singapore Press Holdings Ltd, and Catherine Ong, the respondents, alleging defamatory statements published in The Business Times. The court dismissed the appeal, finding that the statements constituted fair comment and were made without malice.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Defamation case arising from a corporate takeover battle. Court of Appeal dismissed the appeal, finding statements were fair comment.

1.7 Decision Date

18 July 2005

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Singapore Press Holdings Ltd.	Respondent	Corporation	Appeal Dismissed	Won	Tan Chee Meng of Harry Elias Partnership Chang Man Phing of Harry Elias Partnership Doris Chia of Harry Elias Partnership
Oei Hong Leong	Appellant	Individual	Appeal Dismissed	Lost	Josephine Low of Michael Khoo and Partners Andy Chiok of Michael Khoo and Partners Michael Khoo of Michael Khoo and Partners
Ban Song Long David	Respondent	Individual	Appeal Dismissed	Won	Davinder Singh of Drew and Napier LLC Adrian Tan of Drew and Napier LLC Cheryl Tan of Drew and Napier LLC
98 Holdings Pte Ltd	Respondent	Corporation	Appeal Dismissed	Won	Davinder Singh of Drew and Napier LLC Adrian Tan of Drew and Napier LLC Cheryl Tan of Drew and Napier LLC
Ong Catherine	Respondent	Individual	Appeal Dismissed	Won	Tan Chee Meng of Harry Elias Partnership Chang Man Phing of Harry Elias Partnership Doris Chia of Harry Elias Partnership

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of the Court of Appeal	No
Kan Ting Chiu	Judge	Yes
Yong Pung How	Chief Justice	No

4. Counsels

Counsel Name	Organization
Tan Chee Meng	Harry Elias Partnership
Chang Man Phing	Harry Elias Partnership
Doris Chia	Harry Elias Partnership
Josephine Low	Michael Khoo and Partners
Andy Chiok	Michael Khoo and Partners
Michael Khoo	Michael Khoo and Partners
Davinder Singh	Drew and Napier LLC
Adrian Tan	Drew and Napier LLC
Cheryl Tan	Drew and Napier LLC

4. Facts

Oei Hong Leong's company, Sanion, and 98 Holdings competed for control of NatSteel.
98 Holdings acquired 51.23% of NatSteel's shares, gaining control.
NatSteel proposed a special dividend contingent on passing an M&A resolution.
Sanion opposed the scrip dividend resolution due to potential obligation to make a general offer.
98 Holdings proposed a "whitewash" resolution to address Sanion's concerns.
Oei Hong Leong was unavailable and did not attempt to clarify the proposals.
An article in The Business Times quoted David Ban calling Oei Hong Leong's actions obstructive, oppressive, and irrational.

5. Formal Citations

Oei Hong Leong v Ban Song Long David and Others, CA 112/2004, [2005] SGCA 35

6. Timeline

Date	Event
2003-03-16	NatSteel board announced a total dividend payment of $1 per share.
2003-04-18	Interim dividend payment of 45¢ per share was paid.
2003-05-19	NatSteel issued a statement regarding the necessity of the M&A resolution.
2003-05-22	Sanion issued a statement opposing the scrip dividend resolution.
2003-05-27	98 Holdings put forward a "whitewash" resolution.
2003-05-28	Extraordinary general meeting was convened and then adjourned.
2003-06-04	Reconvened extraordinary general meeting and publication of the Business Times article.
2005-07-19	Decision Date

7. Legal Issues

Defamation
- Outcome: The court found that the impugned words were defamatory but the defense of fair comment was established.
- Category: Substantive
- Sub-Issues:
  - Natural and ordinary meaning of words
  - Fair comment
  - Justification
  - Malice
  - Qualified privilege
Fair Comment
- Outcome: The court found that the elements of fair comment were made out, and the defense would succeed unless the appellant could prove that Mr. David Ban did not believe in the statements he made.
- Category: Substantive
Qualified Privilege
- Outcome: The court found that Mr. David Ban's response was not proportionate to the attack and he could not claim qualified privilege for his right of reply.
- Category: Substantive
Justification
- Outcome: The court found that the appellant's conduct was obstructive, oppressive and irrational, and the defense of justification was made out.
- Category: Substantive
Malice
- Outcome: The court found that the impugned words were not spoken dishonestly, but were not actuated by malice.
- Category: Substantive

8. Remedies Sought

Damages for defamation

9. Cause of Actions

Defamation

10. Practice Areas

Defamation Litigation
Corporate Litigation

11. Industries

Media
Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Microsoft Corporation v SM Summit Holdings Ltd	Court of Appeal	Yes	[1999] 4 SLR 529	Singapore	Cited for the principles applicable in determining the natural and ordinary meaning of words in a defamation action.
Jeyasegaram David v Ban Song Long David	High Court	Yes	[2005] 2 SLR 712	Singapore	Cited as a related case involving the president of SIAS and the first respondent.
Oei Hong Leong v Ban Song Long David	High Court	Yes	[2005] 1 SLR 277	Singapore	Cited as the trial judgment in the appellant’s action.
Adam v Ward	House of Lords	Yes	[1917] AC 309	United Kingdom	Cited for the principle that qualified privilege is available where the person who makes a communication has an interest or a duty to make it to the person to whom it is made, and the person to whom it is made has a corresponding interest or duty to receive it.
Heytesbury Holdings Pty Ltd v City of Subiaco	Supreme Court of Western Australia	Yes	(1998) 19 WAR 440	Australia	Cited for the principle that excessive replies made after the attack has already been answered will not be protected by qualified privilege.
Blackshaw v Lord	Court of Appeal	Yes	[1984] QB 1	United Kingdom	Cited for the principle that the privilege applies to communications between parties who have a duty to persons who had a corresponding duty or interest to receive it.
Chen Cheng v Central Christian Church	High Court	Yes	[1999] 1 SLR 94	Singapore	Cited for the elements required for a plea of fair comment to succeed.
Cheng Albert v Tse Wai Chun Paul	Hong Kong Court of Final Appeal	Yes	[2000] 4 HKC 1	Hong Kong	Cited for the examination of the test for malice in qualified privilege and fair comment.
Jeyaretnam JB v Goh Chok Tong	Court of Appeal	Yes	[1984–1985] SLR 516	Singapore	Cited for the assumption that the test for malice in qualified privilege and fair comment is the same.
Nirumalan K Pillay v A Balakrishnan	Court of Appeal	Yes	[1997] 3 SLR 25	Singapore	Cited for the assumption that the test for malice in qualified privilege and fair comment is the same.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Defamation
Fair comment
Qualified privilege
Justification
Malice
Corporate takeover
NatSteel
Scrip dividend
Whitewash resolution
Minority shareholder
Obstructive action
Oppressive conduct
Irrational opposition

15.2 Keywords

Defamation
Corporate Takeover
Fair Comment
Singapore
Oei Hong Leong
Ban Song Long David
NatSteel

17. Areas of Law

Area Name	Relevance Score
Defamation	95
Corporate Takeover	60
Company Law	40
Contract Law	10

16. Subjects

Defamation
Corporate Governance
Mergers and Acquisitions