Teo Seng Kee Bob v Arianecorp Ltd: Specific Performance & Contract Variation

In Teo Seng Kee Bob v Arianecorp Ltd, the High Court of Singapore heard a claim by Bob Teo Seng Kee against Arianecorp Ltd for specific performance of an agreement for the transfer of shares. The court, presided over by Justice Lai Siu Chiu, found that a contract was concluded on 20 December 2006, wherein Arianecorp agreed to transfer its shares in abKey Pte Ltd to Teo, release abKey's inventory, and extinguish abKey's debts in exchange for Teo's payment of $300,000. The court ordered Arianecorp to fulfill the agreement and dismissed the counterclaim.

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

Teo Seng Kee Bob sues Arianecorp Ltd for specific performance of a share transfer agreement. The court found a contract existed and ordered specific performance.

1.7 Decision Date

29 May 2008

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Teo Seng Kee Bob	Plaintiff	Individual	Judgment for Plaintiff	Won	Ang Cheng Hock of Allen & Gledhill LLP Jacqueline Lee Siew Hui of Allen & Gledhill LLP
Arianecorp Ltd	Defendant	Corporation	Counterclaim Dismissed	Lost	Jimmy Yap Tuck Kong of Colin Ng & Partners LLP Wong Shyen Sook of Colin Ng & Partners LLP

3. Judges

Judge Name	Title	Delivered Judgment
Lai Siu Chiu	Judge	Yes

4. Counsels

Counsel Name	Organization
Ang Cheng Hock	Allen & Gledhill LLP
Jacqueline Lee Siew Hui	Allen & Gledhill LLP
Jimmy Yap Tuck Kong	Colin Ng & Partners LLP
Wong Shyen Sook	Colin Ng & Partners LLP

4. Facts

Plaintiff agreed to buy Defendant's shares in abKey Pte Ltd.
Plaintiff made a part payment of $250,000 to the Defendant.
Defendant used the $250,000 as part of its cash flow.
Plaintiff and Defendant had a dispute over the release of inventory and the writing off of debts.
Defendant initially agreed to release inventory and write off debts in exchange for the purchase price.
Defendant later attempted to change the terms of the agreement.
Plaintiff was willing to pay the remaining $50,000.

5. Formal Citations

Teo Seng Kee Bob v Arianecorp Ltd, Suit 243/2007, [2008] SGHC 81

6. Timeline

Date	Event
2004-03-29	abKey Pte Ltd incorporated
2004-05-21	Shareholders’ Agreement signed
2004-05-21	Licence Agreement signed
2004-07-01	Management Service and Facilities Rental Agreement signed
2004-10-12	Deadline for remaining 40% tooling costs payment
2004-10-28	Company paid US$38,048.22 of tooling costs
2004-11-10	Deadline for 60% of tooling costs payment
2005-06-01	First shipment of keyboard produced
2005-09-01	Defendant terminated contract-manufacturing arrangement with the Company
2006-03-01	Informal meeting of the Company’s directors held
2006-09-26	Plaintiff sent an email to Kea calling for a board meeting
2006-10-05	Board of directors meeting postponed
2006-10-12	Board of directors meeting held
2006-10-25	OTG signed the defendant’s offer letter
2006-10-26	Plaintiff failed to collect the defendant’s offer letter
2006-11-02	Plaintiff sent an email to OTG reiterating his telephone offer
2006-11-10	OTG reverted to the plaintiff by email
2006-12-19	Plaintiff handed a personal cheque for $250,000
2006-12-20	Plaintiff delivered a cashier’s order for $250,000
2006-12-27	OTG informed the plaintiff that Kea preferred the balance of $50,000 to be paid once the defendant released all inventory items
2007-01-09	Plaintiff emailed OTG to obtain the release of the inventory
2007-01-19	Plaintiff sent a reminder to the defendant
2007-01-25	OTG responded to the plaintiff’s email
2007-03-31	Deadline for plaintiff to pay balance of $50,000
2007-04-17	Plaintiff commenced suit
2007-04-27	Defendant sued the Company in Suit No. 269 of 2007
2008-05-30	Judgment reserved

7. Legal Issues

Consideration
- Outcome: The court found that the defendant obtained a practical benefit from the plaintiff's part payment, which constituted valid consideration for the varied agreement.
- Category: Substantive
- Sub-Issues:
  - Factual or practical benefit
  - Performance of existing obligations
- Related Cases:
  - [1990] 2 WLR 1153
  - [1994] 3 SLR 631
Variation of Contract
- Outcome: The court held that the original contract was validly varied due to the practical benefit obtained by the defendant.
- Category: Substantive
- Related Cases:
  - [1990] 2 WLR 1153
Formation of Contract
- Outcome: The court found that the initial oral statements constituted an invitation to treat, not a binding offer.
- Category: Substantive
- Sub-Issues:
  - Offer
  - Invitation to treat
Specific Performance
- Outcome: The court ordered specific performance of the contract, requiring the defendant to transfer shares, release inventory, and write off debts.
- Category: Substantive

8. Remedies Sought

Specific Performance
Declaratory Relief

9. Cause of Actions

Breach of Contract
Specific Performance

10. Practice Areas

Commercial Litigation

11. Industries

Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Tai Joon Lan v Yun Ai Chin & Anor	High Court	Yes	[1993] 3 SLR 129	Singapore	Cited regarding the court's function not being to set aside a bad bargain.
Bell & Anor v Lever Brothers Limited	House of Lords	Yes	[1932] AC 161	England and Wales	Cited regarding the court's function not being to set aside a bad bargain.
Trollope & Colls Ltd v North West Metropolitan Regional Hospital Board	House of Lords	Yes	[1973] 1 WLR 601	England and Wales	Cited regarding the court's function not being to set aside a bad bargain.
Stilk v Myrick	N/A	Yes	(1809) 2 Camp 317	N/A	Cited for the principle that performance of an existing contractual obligation is not valid consideration for a new promise.
Williams v Roffey Bros Ltd	Court of Appeal	Yes	[1990] 2 WLR 1153	England and Wales	Cited for the modern approach to consideration, where a factual or practical benefit to the promisor can constitute valid consideration.
Pao On v Lau Yiu Long	Privy Council	Yes	[1980] AC 614	England and Wales	Cited in relation to the modern approach to consideration.
Sea-Land Service Inc v Cheong Fook Chee Vincent	Court of Appeal	Yes	[1994] 3 SLR 631	Singapore	Cited for distinguishing Williams v Roffey Bros Ltd as a limited exception to the rule that performance of existing obligations is not valid consideration.
Chwee Kin Keong & Others v Digilandmall.com Pte Ltd	High Court	Yes	[2004] 2 SLR 594	Singapore	Cited for the principle that modern contract law requires very little to find the existence of consideration.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

abKey Pte Ltd
Share Transfer
Inventory Release
Debt Write-off
Consideration
Factual Benefit
Invitation to Treat
Offer Letter
Personal Undertaking
Cash Flow

15.2 Keywords

contract
specific performance
shares
consideration
agreement
singapore
high court

17. Areas of Law

Area Name	Relevance Score
Contract Law	95
Breach of Contract	80
Commercial Disputes	70
Company Law	60
Corporate Law	50
Shareholder Agreements	45
Share Transfer	40

16. Subjects

Contract Law
Company Law
Commercial Law