Teck Jin v Tan Kim Seng: Trust, Shares, and Company Disputes

In the High Court of Singapore, Teck Jin (Pte) Ltd sued Tan Kim Seng, seeking declarations that Tan held shares in Solid Resources Limited and Solid Resources (S) Holding Limited on trust for Teck Jin. The court found that Tan held the shares on trust for Teck Jin and ordered him to deliver the shares. The court found that there was no agreement for Teck Jin to pay Tan a premium or administrative fee, and no comprehensive final settlement.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Teck Jin sues Tan Kim Seng, seeking declaration that Tan held shares in Solid Resources and SR Holding on trust for Teck Jin. Judgment for Plaintiff.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Teck Jin (Pte) LtdPlaintiffCorporationJudgment for PlaintiffWon
Tan Kim SengDefendantIndividualClaims DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Tan Kay KhengWongPartnership
Melvin SeeWongPartnership
Vincent YeohVincent Yeoh & Co

4. Facts

  1. Plaintiff company is an investment holding company incorporated in 1974.
  2. Defendant was a director of the plaintiff until September 2005.
  3. Plaintiff sought declarations that the defendant holds certain shares on trust for the plaintiff.
  4. The shares in question are shares in Solid Resources Limited and SR Holding.
  5. In 1988, it was agreed that the plaintiff would pay for 1.32m rights issue shares and the defendant would hold them on trust for the plaintiff.
  6. The defendant subscribed to rights issues in 1993 and 1994.
  7. The plaintiff claims it was never informed about the various rights issues.

5. Formal Citations

  1. Teck Jin (Pte) Ltd v Tan Kim Seng, Suit 602/2006, [2007] SGHC 151

6. Timeline

DateEvent
Teck Jin (Private) Limited incorporated
Solid Resources Limited incorporated in Hong Kong
Defendant became a director of Solid Resources
Agreement between defendant and plaintiff for plaintiff to pay for Solid Resources rights issue shares
Plaintiff sent Solid Resources a draft for HK$1.32m to pay for the shares
Defendant instructed LTK to prepare a directors’ resolution concerning the purchase by the plaintiff of the 1.32m shares
Defendant acquired 1.5m shares in Solid Resources
Defendant acquired 78,637 shares in Solid Resources
Defendant acquired 1,907,196 shares in Solid Resources
Solid Resources approved the issue of bonus shares
Solid Resources approved a second issue of bonus shares
Alleged settlement meeting between parties
Solid Resources put into liquidation
Restructuring of Solid Resources and SR Holding
Defendant ceased to be a director and shareholder of the plaintiff
Plaintiff discovered bonus issues and rights issues
Suit filed
Judgment reserved

7. Legal Issues

  1. Whether defendant held shares on trust for plaintiff
    • Outcome: The court held that the defendant held the shares on trust for the plaintiff.
    • Category: Substantive
  2. Whether plaintiff agreed to pay premium and administrative fee
    • Outcome: The court held that the plaintiff did not agree to pay the premium and administrative fee.
    • Category: Substantive
  3. Whether there was comprehensive final settlement
    • Outcome: The court held that there was no comprehensive final settlement.
    • Category: Substantive
  4. Whether plaintiff decided to forego rights issues
    • Outcome: The court held that the plaintiff did not decide to forego the rights issues.
    • Category: Substantive

8. Remedies Sought

  1. Declaration that defendant was trustee for plaintiff of shares in Solid Resources
  2. Declaration that defendant is trustee for plaintiff of shares in SR Holding
  3. Order that defendant deliver up SR Holding shares to plaintiff
  4. Order that defendant pay sum of $84,295.84 to plaintiff

9. Cause of Actions

  • Breach of Trust

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Investment Holding

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

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

  • Trust
  • Shares
  • Rights issue
  • Bonus issue
  • Settlement
  • Premium
  • Administrative fee

15.2 Keywords

  • Trust
  • Shares
  • Company
  • Singapore
  • Solid Resources
  • SR Holding

17. Areas of Law

Area NameRelevance Score
Trust Law85
Corporate Law70
Company Law70
Shares65
Contract Law60
Fiduciary Duty50

16. Subjects

  • Trusts
  • Company Law
  • Shareholder Rights