Tsu Soo Sin v Oei Tjiong Bin: Equitable Assignment & Joint Tenancy Dispute
The Court of Appeal of Singapore heard an appeal in the case of Tsu Soo Sin v Oei Tjiong Bin, dated 2008-11-17, regarding a claim for the return of alleged loans totaling $870,000. The appellant, Tsu Soo Sin, represented the estate of her late husband, Oei Boon Wan (OBW). The respondents, Oei Tjiong Bin and Siong Guan Company (Private) Limited, claimed that OBW had received loans from Oei Tjiong Bin through the company. The court allowed the appeal, finding that OBW was an equitable assignee and joint tenant, and therefore the claim failed.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding alleged loans. Court of Appeal held OBW was an assignee and joint tenant, claim failed, appeal allowed with costs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tsu Soo Sin | Appellant | Individual | Appeal Allowed | Won | Michael Hwang, Katie Chung, Brendon Choa |
| Oei Tjiong Bin | Respondent | Individual | Claim Dismissed | Lost | Indranee Rajah, Daniel Soo |
| Siong Guan Company (Private) Limited | Respondent | Corporation | Claim Dismissed | Lost | Indranee Rajah, Daniel Soo |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| V K Rajah | Justice of the Court of Appeal | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Michael Hwang | Michael Hwang |
| Katie Chung | Michael Hwang |
| Brendon Choa | Acies Law Corporation |
| Indranee Rajah | Drew & Napier LLC |
| Daniel Soo | Drew & Napier LLC |
4. Facts
- Tony Oei sued Tsu Soo Sin, the legal representative of her late husband Oei Boon Wan (OBW), for the return of alleged loans totaling $870,000.
- The loans were allegedly extended to OBW through Siong Guan Company (Private) Limited.
- OTK (father of Tony Oei and OBW) treated the Company as his own personal business, advancing and withdrawing moneys as he felt necessary.
- OTK added OBW’s name to the Company’s books in 1996 after the death of his favorite son, Whang.
- OTK bequeathed all his shares in the Company to Tony Oei in his will, with the residue of the estate divided among Tony Oei, OBW, and Whang’s widow.
- Four advances were made from the Company to OBW between 1999 and 2002, totaling $870,000.
- The Company’s ledger reflected credits and debits in the names of “Tony Oei/Oei Boon Wan”.
5. Formal Citations
- Tsu Soo Sin v Oei Tjiong Bin and Another, CA 4/2008, [2008] SGCA 46
6. Timeline
| Date | Event |
|---|---|
| Siong Guan Company (Private) Limited incorporated | |
| Tony Oei resigned as director | |
| Whang Ming Whee passed away | |
| First loan of $500,000 from OTK to the Company recorded under the names “Tony Oei/Oei Boon Wan” | |
| OTK's will was dated | |
| OTK transferred the remaining credit balance of $1m in his name to those of “Tony Oei/Oei Boon Wan” | |
| Tony Oei reappointed as director | |
| Tony Oei made an advance of $500,000 to the Company | |
| OTK passed away | |
| Company repaid Tony Oei $300,000 | |
| Company issued a cheque of $300,000 payable to OBW (the first loan) | |
| OBW received a further loan of $300,000 (the second loan) | |
| OBW requested another advance of $300,000 (the third loan) | |
| OBW needed to borrow $270,000 (the fourth loan) | |
| OBW passed away | |
| Company repaid Tony Oei $5,000 | |
| Company repaid Tony Oei $2,000 | |
| Company paid $500,000 to Tony Oei | |
| Company ratified the loans amounting to $1,170,000 that had been made to OBW | |
| Company repaid Tony Oei the remaining outstanding balance of $355,415.09 | |
| Tony Oei and the Company commenced proceedings claiming against OBW’s estate | |
| Judgment reserved |
7. Legal Issues
- Equitable Assignment
- Outcome: The court held that OBW was an equitable assignee of his late father’s loans to the Company.
- Category: Substantive
- Sub-Issues:
- Notice to assignee
- Intention to assign
- Identification of chose in action
- Related Cases:
- [2007] SGHC 215
- [2001] BPIR 326
- [1905] AC 454
- Joint Tenancy vs. Tenancy in Common
- Outcome: The court held that Tony Oei and OBW were joint assignees of their father’s loans to the Company.
- Category: Substantive
- Sub-Issues:
- Right of survivorship
- Application of maxim 'equity is equality'
- Disclaimer of Gift
- Outcome: The court considered the donee's right to disclaim a gift and whether the completeness of a gift depends on the donee's acceptance of the gift.
- Category: Substantive
- Sub-Issues:
- Donee's right to disclaim
- Completeness of gift
8. Remedies Sought
- Order that the appellant pay Tony Oei or the Company the sum of $870,000
9. Cause of Actions
- Claim for return of loans
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Oei Tjiong Bin v Tsu Soo Sin | High Court | Yes | [2007] SGHC 215 | Singapore | The judgment under appeal; the Court of Appeal reviewed the High Court's decision. |
| Phelps v Spon-Smith & Co | N/A | Yes | [2001] BPIR 326 | N/A | Cited for the requirements of an effective equitable assignment. |
| William Brandt’s Sons & Co v Dunlop Rubber Company, Limited | N/A | Yes | [1905] AC 454 | N/A | Cited for the principle that an equitable assignment does not require a specific form. |
| Malayawata Steel Bhd v Government of Malaysia | N/A | Yes | [1975] 1 MLJ 22 | N/A | Cited for the proposition that intimation to assign must be addressed either to the debtor or the assignee. |
| Curran v Newpark Cinemas, Ltd | N/A | Yes | [1951] 1 All ER 295 | N/A | Cited for the proposition that actual notice to the assignee is a prerequisite of a valid assignment. |
| In the Matter of Way’s Trusts | N/A | Yes | (1864) 2 De GJ & S 365; 46 ER 416 | N/A | Cited in support of the proposition that a donee or beneficiary need not know of a gift or declaration of trust in his favour, although this is subject to his right to repudiate it when informed of the transfer. |
| Pennington v Waine | N/A | Yes | [2002] 1 WLR 2075 | N/A | Cited for the principle that a deed was in principle sufficient to operate as an equitable assignment. |
| Finlan v Eyton Morris Winfield | English High Court | Yes | [2007] 4 All ER 143 | England and Wales | Cited for the requirement of an outward expression by the assignor of his intention to make an immediate disposition of the subject matter of the assignment. |
| Grey v Australian Motorists & General Insurance Co Pty Ltd | N/A | Yes | [1976] 1 NSWLR 669 | N/A | Cited for the principle that an assignment may be effective even if not communicated to the assignee. |
| Thomas v National Australia Bank Limited | N/A | Yes | [2000] 2 Qd R 448 | N/A | Cited for the principle that an assignment passed title to a chose in action, whether or not notice of the assignment had been given. |
| Standing v. Bowring | N/A | Yes | [1885] 31 Ch D 282 | N/A | Cited for the principle that a transfer of property made in proper form vests the title in the transferee at once, notwithstanding his lack of knowledge. |
| UMW Industries Sdn Bhd v Ah Fook | N/A | Yes | [1996] 1 MLJ 365 | N/A | Cited for the principle that if any other equitable interest comes into being before the assignee obtains notice of the assignment, the assignee may have to take subject to such interest. |
| Dearle v Hall | N/A | Yes | [1828] 3 Russ 1; 38 ER 475 | N/A | Cited for the rule that an assignee must give notice to the debtor in order to secure his title against other assignees. |
| In re Rose | N/A | Yes | [1949] Ch 78 | N/A | Cited for the principle that the validity of the assignment depends on whether its form required notice to the assignee. |
| T Choithram International SA v Pagarani | N/A | Yes | [2001] 1 WLR 1 | N/A | Cited for the principle that although equity will not aid a volunteer, it will not strive officiously to defeat a gift. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Civil Law Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Equitable assignment
- Joint tenancy
- Tenancy in common
- Chose in action
- Right of survivorship
- Ledger account
- Payment voucher
- Intention to assign
- Notice to assignee
15.2 Keywords
- Equitable assignment
- Joint tenancy
- Loans
- Singapore
- Court of Appeal
16. Subjects
- Equity
- Contract Law
- Assignment
- Property Law
17. Areas of Law
- Equity
- Choses in Action
- Assignment
- Equitable Assignment
- Gifts
- Joint Tenancy
- Tenancy in Common