Hoban Steven Maurice Dixon v Scanlon Graeme John: Valuation of Minority Shares in Oppression Claim
In Hoban Steven Maurice Dixon and Another v Scanlon Graeme John and Others, the High Court of Singapore addressed the valuation of minority shares in an oppression claim under s 216 of the Companies Act. The plaintiffs, Hoban Steven Maurice Dixon and Vivaldi Investments Ltd, alleged minority oppression by the defendants, Scanlon Graeme John and Stanley Adam Zagrodnik, directors of Bulpak Pte Ltd. Prior to the hearing, the parties agreed to focus solely on the share valuation, setting aside the liability issue. The Court declined to vary its original determination and dismissed the plaintiffs’ invitation to vary the expert’s valuation.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs’ invitation to vary the expert’s valuation dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court case regarding the valuation of minority shares in an oppression claim. The court declined to adjust the share value based on prior allegations.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hoban Steven Maurice Dixon | Plaintiff | Individual | Invitation to vary the expert’s valuation dismissed | Lost | Suhaimi bin Lazim, Rohan Harith |
| Vivaldi Investments Ltd | Plaintiff | Corporation | Invitation to vary the expert’s valuation dismissed | Lost | Suhaimi bin Lazim, Rohan Harith |
| Scanlon Graeme John | Defendant | Individual | Costs of the resumed hearing awarded to the defendants | Won | Tito Shane Isaac, P Padman |
| Stanley Adam Zagrodnik | Defendant | Individual | Costs of the resumed hearing awarded to the defendants | Won | Tito Shane Isaac, P Padman |
| Bulpak Pte Ltd | Defendant | Corporation | Costs of the resumed hearing awarded to the defendants | Won | Tito Shane Isaac, P Padman |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| V K Rajah | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Suhaimi bin Lazim | Shook Lin & Bok |
| Rohan Harith | Shook Lin & Bok |
| Tito Shane Isaac | Tito Isaac & Co |
| P Padman | Tito Isaac & Co |
4. Facts
- The first plaintiff is the former managing director of the third defendant.
- The second plaintiff held 30% of the Company’s issued capital as at 18 May 2004.
- The first and second defendants held 70% of the Company’s issued capital as at 18 May 2004.
- The parties agreed to deal solely with the valuation of shares.
- The expert's report concluded that the fair market value of 100% of the issued share capital of the Company would be nil or US$398,631.
- The plaintiffs invited the court to vary the expert’s conclusion by taking into account “other non-pecuniary circumstances”.
5. Formal Citations
- Hoban Steven Maurice Dixon and Another v Scanlon Graeme John and Others, Suit 679/2003, [2006] SGHC 136
- Hoban Steven Maurice Dixon v Scanlon Graeme John, , [2005] 2 SLR 632
6. Timeline
| Date | Event |
|---|---|
| Company co-founded | |
| Parties agreement on appointment of expert | |
| Expert finalised his report | |
| Judgment issued |
7. Legal Issues
- Valuation of minority shares
- Outcome: The court declined to adjust the expert's valuation of the shares.
- Category: Substantive
- Related Cases:
- [2005] 2 SLR 632
- Minority oppression
- Outcome: The court did not make a finding on whether oppressive conduct had occurred due to the liability agreement.
- Category: Substantive
8. Remedies Sought
- Adjustment to share valuation
9. Cause of Actions
- Minority Oppression
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Hoban Steven Maurice Dixon v Scanlon Graeme John | High Court | Yes | [2005] 2 SLR 632 | Singapore | Cited regarding the liability agreement and the court's direction on adjusting the valuation of shares. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Section 216 of the Companies Act (Cap 50, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Minority oppression
- Share valuation
- Liability agreement
- Non-pecuniary circumstances
- Expert valuation
- FIBCs
- Issued share capital
15.2 Keywords
- Companies
- Oppression
- Valuation
- Shares
- Singapore
16. Subjects
- Companies Law
- Share Valuation
- Minority Oppression
17. Areas of Law
- Companies Law
- Oppression
- Valuation of Shares