Brooks v Millar: Injunction for Share Cancellation & Share Register Rectification

In Brooks, Kenneth Williams v Millar, Christian Gurth Hoyer and Another, the High Court of Singapore heard an application by Kenneth Williams Brooks for a mandatory injunction against Christian Gurth Hoyer Millar and 3DM (Asia) Pte Ltd, seeking rectification of the company's share register and to prevent further changes to the shareholding structure. Brooks alleged oppressive conduct and illegal share allotments. The court dismissed the prayer for rectification but granted injunctive relief to restrain changes to the shareholding structure and issuance of new shares, finding that a full trial was required to determine the merits of Brooks' claims. Brooks was ordered to pay costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Prayer for rectification of share register dismissed; injunctive relief granted to restrain changes to shareholding structure and issuance of new shares.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Brooks sought injunction for share cancellation and share register rectification against Millar and 3DM (Asia) Pte Ltd. Application denied in part.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Brooks, Kenneth WilliamsPlaintiffIndividualPrayer for rectification of share register dismissedLost
Millar, Christian Gurth HoyerDefendantIndividualResisted prayer for rectification of share registerWon
3DM (Asia) Pte LtdDefendantCorporationResisted prayer for rectification of share registerWon

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJYes

4. Counsels

Counsel NameOrganization
Michael KuahLee & Lee
Yeo Lih WeiLee & Lee
Chandra Randhir RamHaridass Ho & Partners
P Jeya PutraAsiaLegal LLC
Wendy LeongAsiaLegal LLC

4. Facts

  1. Mr. Brooks and Mr. Millar are shareholders of 3DM (Asia) Pte Ltd.
  2. Mr. Brooks is the chairman of 3DM Worldwide plc.
  3. Mr. Millar is the managing director of 3DM (Asia) Pte Ltd.
  4. Mr. Brooks claims an oral shareholders’ agreement exists between himself and Mr. Millar.
  5. 3DM Inc granted licenses to 3DM (Asia) Pte Ltd to use certain technology.
  6. Mr. Brooks claims illegal and unauthorized allotments of shares occurred.
  7. Mr. Brooks sought an injunction to rectify the share structure of 3DM (Asia) Pte Ltd.

5. Formal Citations

  1. Brooks, Kenneth Williams v Millar, Christian Gurth Hoyer and Another, Suit 851/2005, SUM 401/2006, [2006] SGHC 109

6. Timeline

DateEvent
3DM Inc granted licences to the company to use certain technology.
3DM Inc granted licences to the company to use certain technology.
Alleged illegal and unauthorised allotment of shares in the company.
Meetings (board and general) held; resolutions passed.
Alleged illegal and unauthorised allotment of shares in the company.
Meetings (general) held; resolutions passed.
Meetings (general) held; resolutions passed.
Notice of Annual General Meeting issued.
Mr Brooks received the notice of meeting.
Mr Brooks’ solicitors wrote to the company seeking a postponement of the AGM.
Action commenced.
AGM postponed to December 2, 2005.
Annual General Meeting held; resolutions passed.
Notice of offer for application of shares sent to shareholders.
Meeting between Mr. Shone and Mr. Brooks in London.
Mr Brooks sent Mr Shone an e-mail outlining the terms that had been agreed between them thus far.
Mr Brooks received letters from solicitors denying that any agreement had been reached between himself and Mr Shone.
Mr Brooks received letters from solicitors denying that any agreement had been reached between himself and Mr Shone.
Directors’ meeting held; shares allotted and issued to Mr Millar and Mr Shone.
Directors’ resolution in writing made; shares issued and allotted to Mr Shone.
Security paid into court.
Mr Brooks found out that the defendants had caused shares to be issued by the company.
Summons in chambers taken out by Mr Brooks.
Mr Shone affirmed an affidavit.
Mr Millar affirmed an affidavit.
Decision Date

7. Legal Issues

  1. Application for cancellation of shares issued and rectification of share register
    • Outcome: Application for rectification of share register dismissed; injunctive relief granted to restrain changes to shareholding structure and issuance of new shares.
    • Category: Substantive
  2. Requirements for mandatory injunction
    • Outcome: The court applied the principles established in American Cyanamid Co v Ethicon Ltd [1975] AC 396 to determine whether to grant the mandatory injunction.
    • Category: Procedural
    • Related Cases:
      • [1975] AC 396

8. Remedies Sought

  1. Cancellation of shares issued
  2. Rectification of share register
  3. Injunction
  4. Damages

9. Cause of Actions

  • Oppressive conduct
  • Breach of oral shareholders’ agreement

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
American Cyanamid Co v Ethicon LtdN/AYes[1975] AC 396N/AEstablished principles for granting injunctions, which were applied in this case.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Injunction
  • Share cancellation
  • Share register rectification
  • Share allotment
  • Shareholders’ agreement
  • Oppressive conduct
  • American Cyanamid principles

15.2 Keywords

  • Injunction
  • Share cancellation
  • Share register
  • Rectification
  • Share allotment
  • Shareholders agreement
  • Oppressive conduct

17. Areas of Law

Area NameRelevance Score
Company Law80
Minority Oppression75
Minority Shareholders Rights70
Injunctions70
Companies Act70
Corporate Law65
Shareholder Agreements65
Contract Law60
Corporate Litigation60
Fraud and Deceit50

16. Subjects

  • Company Law
  • Civil Procedure
  • Injunctions