Lim Quee Choo v Tan Jin Sin: Enforceability of Undertaking for Share Transfer

In Lim Quee Choo v Tan Jin Sin, the High Court of Singapore addressed a dispute arising from an undertaking to transfer shares in Dauphin Offshore Engineering & Trading Pte Ltd. Lim Quee Choo, as plaintiff, sought to enforce an undertaking against Tan Jin Sin and Lim Lee Chin (defendants) to transfer 1.5 million shares for a nominal consideration of $1. The undertaking was contingent on Tan Wah Leng and Thian Kim Hoe failing to satisfy a judgment debt. Chan Seng Onn J ruled in favor of Lim Quee Choo, ordering the defendants to transfer the shares and bear the costs of the action.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for the Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

High Court case regarding the enforceability of an undertaking to transfer shares. The court found in favor of Lim Quee Choo, ordering Tan Jin Sin and Lim Lee Chin to transfer shares.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lim Quee ChooPlaintiffIndividualJudgment for the PlaintiffWonJohnny Cheo Chai Beng
Tan Jin SinDefendantIndividualOrder to transfer sharesLostChelva R Rajah SC
Lim Lee ChinDefendantIndividualOrder to transfer sharesLostChelva R Rajah SC
Dauphin Offshore Engineering & Trading Pte LtdDefendantCorporationCosts to be paid by PlaintiffNeutralSeethapathy s/o Mannapuri Padmanabham

3. Judges

Judge NameTitleDelivered Judgment
Chan Seng OnnJudgeYes

4. Counsels

Counsel NameOrganization
Johnny Cheo Chai BengCheo Yeoh & Associates LLC
Chelva R Rajah SCThanga & Co
Seethapathy s/o Mannapuri PadmanabhamS Nabham

4. Facts

  1. Lim Quee Choo and Wong Peng Luan obtained judgment against Tan Wah Leng and Thian Kim Hoe for $3,381,656 and $12,000 costs.
  2. The co-administrators seized 8.5 million Dauphin shares held by the judgment debtors.
  3. An agreement was signed on 24 February 2005, where the co-administrators agreed to withhold enforcement action until 19 April 2005.
  4. Tan Jin Sin and Lim Lee Chin undertook to transfer 1.5 million of their Dauphin shares to Lim Quee Choo for $1 if the judgment debt was not satisfied.
  5. The judgment debtors failed to satisfy the judgment debt by 19 April 2005.
  6. The first interim payment of $25,000 due by 2 March 2005 under clause 4 of the agreement was duly paid by the judgment debtors to the then solicitors for the co-administrators, M/s David Rasif & Partners (“DRP”), on 17 February 2005.
  7. The second payment of $15,200 for the costs awarded by the courts was to be paid on or before 24 March 2005 but remained unpaid.

5. Formal Citations

  1. Lim Quee Choo v Tan Jin Sin and Others, Suit 401/2007, [2008] SGHC 133

6. Timeline

DateEvent
Proceedings commenced in Suit No. 232/2004/X by Lim Quee Choo and Wong Peng Luan against Tan Wah Leng and Thian Kim Hoe.
Judgment obtained against Tan Wah Leng and Thian Kim Hoe in Suit No 232 of 2004/X.
Execution proceedings commenced to seize 8.5 million shares in Dauphin Offshore Engineering & Trading Pte Ltd.
Agreement and Undertaking signed regarding the transfer of shares.
Interim payment of $25,000 due under the agreement.
DRP sent reminder to M/s Rajah & Tann regarding payment of $15,200.
Payment of $15,200 due under the agreement.
DRP sent final reminder to M/s Rajah & Tann regarding payment of $15,200.
DRP instructed the sheriff to proceed with the advertisement for the sale of shares.
RT proposed partial payment of $10,000.
DRP wrote to the sheriff to proceed with the advertisement of the WSS.
Sheriff wrote to Singapore Press Holdings Pte Ltd to publish the Sheriff’s Notice of Sale.
Trios Corporation (S) Pte Ltd presented a winding up petition against Dauphin.
DRP instructed the sheriff to proceed with the advertisement unless there was an order of court to stay such an action.
Sheriff replied to DRP that the advertisement would be made only after the conclusion of the hearing of the company winding up petition.
Date for payment of the judgment debt.
Bankruptcy orders were made against Tan and Thian.
Court ordered Lim Quee Choo to pursue its counterclaim as if the matter had been commenced by writ of summons.
Suit no 401/2007/S was commenced by Lim Quee Choo as the plaintiff.
Decision Date

7. Legal Issues

  1. Enforceability of an Undertaking
    • Outcome: The court found the undertaking enforceable.
    • Category: Substantive
    • Sub-Issues:
      • Breach of contract
      • Failure of consideration
  2. Breach of Contract
    • Outcome: The court found that there was no repudiatory breach of contract.
    • Category: Substantive
    • Sub-Issues:
      • Repudiatory breach
      • Non-material breach
  3. Condition Precedent
    • Outcome: The court found that clauses 1 and 2, and paragraph 2 were not conditions precedent to the formation of the agreement and the undertaking.
    • Category: Substantive
    • Sub-Issues:
      • Condition precedent to formation
      • Condition precedent to performance

8. Remedies Sought

  1. Specific Performance
  2. Transfer of Shares

9. Cause of Actions

  • Breach of Undertaking
  • Enforcement of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Offshore Engineering
  • Trading

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

  • Undertaking
  • Share Transfer
  • Condition Precedent
  • Forbearance
  • Judgment Debt
  • Writ of Seizure and Sale
  • Repudiatory Breach

15.2 Keywords

  • share transfer
  • undertaking
  • contract law
  • singapore
  • high court
  • civil litigation

16. Subjects

  • Contract Law
  • Civil Litigation
  • Share Transfers

17. Areas of Law

  • Contract Law
  • Civil Procedure
  • Share Transfer
  • Enforcement of Undertakings