Lee Chee Wei v Tan Hor Peow Victor: Specific Performance & Illegality in Share Sale Contract

In Lee Chee Wei v Tan Hor Peow Victor, the High Court of Singapore addressed a breach of contract claim concerning the sale of shares in Distribution Management Solutions Ltd (DMS). Lee Chee Wei, the plaintiff, sued Tan Hor Peow Victor, Ong Ghim Choon, Yip Hwai Chong, and Ang Tse Aun Damien for failing to complete the purchase of his shares. The court, presided over by Justice Choo Han Teck, disallowed the plaintiff's claim for specific performance or payment of the balance purchase price, but awarded nominal damages of $300 against the first, third, and fourth defendants for breach of contract. The counterclaim for payment of $750,000 is allowed with half costs. The claim against the second defendant is dismissed with costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff's claim for specific performance or payment of the balance purchase price is disallowed, but nominal damages of $300 is awarded to him as against the first, third, and fourth defendants for breach of contract. The counterclaim for payment of $750,000 is allowed with half costs. The claim against the second defendant is dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment reserved

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff's claim for specific performance of a share sale contract was denied due to lack of evidence of damages. Nominal damages awarded for breach.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lee Chee WeiPlaintiffIndividualClaim for specific performance or payment of the balance purchase price is disallowedLost
Tan Hor Peow VictorDefendantIndividualNominal damages awarded against defendantLost
Yip Hwai ChongDefendantIndividualNominal damages awarded against defendantLost
Ong Ghim ChoonDefendantIndividualClaim dismissed with costsWon
Ang Tse Aun DamienDefendantIndividualNominal damages awarded against defendantLost

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJudgeYes

4. Counsels

Counsel NameOrganization
Chang Man PhingHarry Elias Partnership
Philip FongHarry Elias Partnership
Jacelyn ChanHarry Elias Partnership
Peter CheanHarry Elias Partnership
Ng Lip ChihNg Lip Chih & Co
Kelvin LimKelvin Lim & Partners
Ho Thiam HuatJohn Tay & Co
Gregory FongJohn Tay & Co
Fong Chee YangJohn Tay & Co
K. Muralidharan PillaiRajah & Tann
Jerome RobertRajah & Tann
Harveen SinghRajah & Tann

4. Facts

  1. The plaintiff sued the defendants for breach of contract to buy his shares in DMS.
  2. The plaintiff alleged the fourth defendant acted as an agent for the first, second, and third defendants.
  3. The purchase price was $4.5m, with $750,000 paid initially.
  4. The first, second, and third defendants denied being the purchasers.
  5. The fourth defendant claimed the contract was conditional on DMS listing, which did not occur.
  6. The plaintiff owned companies that became subsidiaries of DMS.
  7. The first defendant promised the plaintiff gains upon DMS listing.
  8. The first defendant was the CEO of ACCS, and the second defendant was the CEO of DMS.
  9. The fourth defendant was the general manager of ACCS.
  10. The initial payment came from Invest Asia, an offshore company used by the first defendant.

5. Formal Citations

  1. Lee Chee Wei v Tan Hor Peow Victor and Others, Suit 488/2005, [2006] SGHC 116

6. Timeline

DateEvent
Contract executed between 17 and 20 February 2005
Plaintiff met the first defendant to ask about the completion of the Contract
Plaintiff spoke to the first defendant, and the second defendant was also with them
Longstop completion date
Judgment reserved
First meeting between the plaintiff and the first defendant
Second meeting held at the first defendant’s office
Third meeting held between the plaintiff and the third defendant
Fourth meeting held with all four defendants attending
Nokia Pte Ltd announced that it had terminated ACCS’s contract with it

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found the first, third, and fourth defendants liable for breach of contract but disallowed the claim for specific performance.
    • Category: Substantive
  2. Illegality and Public Policy
    • Outcome: The court held that the plaintiff was not a party to any illegality that would prevent him from enforcing the contract.
    • Category: Substantive
  3. Specific Performance
    • Outcome: The court denied the plaintiff's request for specific performance, finding that damages would be an adequate remedy.
    • Category: Substantive
  4. Assessment of Damages
    • Outcome: The court declined to order an assessment of damages because the plaintiff had not pleaded for it or adduced evidence of damages.
    • Category: Procedural

8. Remedies Sought

  1. Specific Performance
  2. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Telecommunications

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Coenen v PayneN/AYes[1974] 1 WLR 984N/ACited regarding the principle that issues of liability and damages ought to be tried together by the same judge.

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

  • Shares
  • Specific Performance
  • Breach of Contract
  • Listing
  • Agency
  • Illegality
  • Damages
  • Consortium
  • Prospectus
  • Directors' Resolution

15.2 Keywords

  • contract
  • shares
  • specific performance
  • breach
  • illegality
  • singapore
  • high court

17. Areas of Law

Area NameRelevance Score
Contract Law90
Specific performance70
Damages70
Company Law60
Commercial Disputes50
Illegality40
Privity of contract30

16. Subjects

  • Contract Law
  • Share Sale Agreement
  • Specific Performance
  • Agency Law