Syarikat Wen Ken Drug Sdn Bhd v Lo Hock Ling & Co: Appeal on Accounting Fees Dispute
Syarikat Wen Ken Drug Sdn Bhd, Wen Ken Drug Co (Pte) Ltd, Wen Ken Investments (S) Pte Ltd, Kaki Tiga International (S) Pte Ltd, and Wen Ken Properties Sdn Bhd appealed a decision by the District Court in favor of Lo Hock Ling & Co, an accounting firm. The High Court of Singapore, presided over by Judith Prakash J, dismissed the appeal, upholding the lower court's finding that the appellants failed to prove the existence of an oral agreement limiting the accounting fees. The case involved a claim for unpaid accounting fees and a counterclaim for breach of the alleged oral agreement.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Written Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding accounting fees dispute. The court dismissed the appeal, upholding the lower court's decision that no fee agreement existed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Syarikat Wen Ken Drug Sdn Bhd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Wen Ken Drug Co (Pte) Ltd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Wen Ken Investments (S) Pte Ltd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Kaki Tiga International (S) Pte Ltd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Wen Ken Properties Sdn Bhd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Lo Hock Ling & Co | Respondent | Partnership | Judgment for Respondent | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Vincent Yeoh | Vincent Yeoh and Co |
| Chan Kia Pheng | KhattarWong |
| Cheam Heng Wee | KhattarWong |
4. Facts
- Lo Hock Ling & Co provided accounting, audit, and tax services to four of the five defendant companies.
- The defendants claimed an oral agreement limited Lo Hock Ling & Co's fees to $3,000 per annum for ten years.
- The alleged fee agreement was said to have been made at the annual general meeting of Wen Ken Drug Company (Pte) Ltd on 21 August 1999.
- The District Judge found the defendants unable to prove the fee agreement on the balance of probabilities.
- Lo Hock Ling & Co had a long-standing relationship with the defendants, providing services since 1983.
- The minutes of the AGM were disputed, with conflicting accounts of whether Ms. Lo accepted the proposed fees.
- The judge found key witnesses for the appellants to be unreliable.
5. Formal Citations
- Syarikat Wen Ken Drug Sdn Bhd and Others v Lo Hock Ling & Co, DA 5/2005, [2005] SGHC 205
- Unknown, , [2005] SGDC 52
6. Timeline
| Date | Event |
|---|---|
| Lo Hock Ling & Co appointed statutory auditor and tax agent of Wen Ken Drug Company (Pte) Ltd. | |
| Lo Hock Ling & Co given similar appointments in respect of Wen Ken Investments (S) Pte Ltd and Kaki Tiga International (Singapore) Pte Ltd. | |
| Lo Hock Ling & Co informed of concerns regarding tax affairs of Syarikat Wen Ken Drug Sdn Bhd. | |
| Annual general meeting of Wen Ken Drug Company (Pte) Ltd held in Singapore. | |
| District Court Suit No 4552 of 2003 filed by Lo Hock Ling & Co. | |
| District Judge Tan Boon Khai issued judgment in District Court Suit No 4552 of 2003. | |
| Judgment reserved. | |
| High Court issued judgment dismissing the appeal. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the appellants failed to prove the existence of the oral agreement.
- Category: Substantive
- Sub-Issues:
- Existence of oral agreement
- Terms of oral agreement
- Findings of Fact by Trial Judge
- Outcome: The court held that the appellate court should be reluctant to overturn the trial judge's findings of fact.
- Category: Procedural
- Sub-Issues:
- Interference by appellate court
- Related Cases:
- [1987] SLR 34
- [1996] 2 SLR 305
- Pleadings
- Outcome: The court held that the appellant was not entitled to rely on a fact not pleaded.
- Category: Procedural
- Sub-Issues:
- Omission to plead certain fact
- Entitlement to rely on fact not pleaded
8. Remedies Sought
- Monetary Damages
- Recovery of Accounting Fees
9. Cause of Actions
- Breach of Contract
- Recovery of Fees
10. Practice Areas
- Commercial Litigation
- Appeals
11. Industries
- Accounting
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lee Suat Hong v Teo Lye | Unknown | Yes | [1987] SLR 34 | Singapore | Cited regarding the reluctance of an appellate court to overturn a trial judge's findings of fact. |
| Peh Eng Leng v Pek Eng Leong | Unknown | Yes | [1996] 2 SLR 305 | Singapore | Cited regarding the deference an appellate court should give to a trial judge's findings of fact. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Fee agreement
- Package fee
- Annual general meeting
- Audit fees
- Accounting fees
- Oral agreement
- Minutes of meeting
- Affiliates
- Negligence
- Engagement letter
15.2 Keywords
- accounting fees
- breach of contract
- oral agreement
- appeal
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Civil Procedure | 90 |
| Accountancy Law | 60 |
| Taxation | 50 |
| Contract Law | 40 |
| Auditing | 30 |
| Professional Fees | 30 |
16. Subjects
- Contract Law
- Civil Procedure
- Accounting
- Appeals