Tan Kah Hock v Chou Li Chen: Specific Performance & Breach of Shareholders' Agreement Dispute
In Tan Kah Hock and Another v Chou Li Chen and Others, the High Court of Singapore heard an appeal against an order compelling the plaintiffs, Tan Kah Hock and Tan Kah Hong, to elect whether to amend proceedings in Australia or Singapore concerning a shareholders’ agreement. The plaintiffs claimed breach of an agreement by the defendants, Chou Li Chen, Assobuild Construction Pte Ltd, and Assobuild Private Limited, to sell their shares in Awap Sgt 26 Investment Limited. The court allowed the appeal, setting aside the order, finding that the Singapore and Australian actions were distinct and that requiring an election was inappropriate.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Shareholder dispute involving alleged breach of agreement to sell shares and breach of shareholders' agreement. Appeal allowed, order set aside.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Kah Hock | Plaintiff, Appellant | Individual | Appeal Allowed | Won | |
| Tan Kah Hong | Plaintiff, Appellant | Individual | Appeal Allowed | Won | |
| Chou Li Chen | Defendant, Respondent | Individual | Appeal Dismissed | Lost | |
| Assobuild Construction Pte Ltd | Defendant, Respondent | Corporation | Appeal Dismissed | Lost | |
| Assobuild Private Limited | Defendant, Respondent | Corporation | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lee Mun Hooi | Lee Mun Hooi & Co |
| Kevin Kwek Yiu Wing | Legal Solutions LLC |
4. Facts
- Plaintiffs and defendants are shareholders in Awap Sgt 26 Investment Limited.
- The company owns a 20-storey office building in Perth, Western Australia.
- Plaintiffs claim defendants agreed to sell their shares for $9 million and A$2.3 million.
- Defendants deny a final agreement was reached.
- Chou sold his shares to CN 2000 Holdings Limited.
- Plaintiffs allege the sale was a fictitious transaction to circumvent their rights.
- Plaintiffs claim the sale breached a shareholders’ agreement requiring first right of refusal.
5. Formal Citations
- Tan Kah Hock and Another v Chou Li Chen and Others, Suit 267/2007, RA 401/2007, [2008] SGHC 82
6. Timeline
| Date | Event |
|---|---|
| Shareholders’ Agreement executed | |
| Alleged agreement reached for sale of shares | |
| Sale of Chou’s shares to CN 2000 Holdings Limited | |
| Writ filed in Singapore | |
| Defence filed | |
| Application to strike out action dismissed by Assistant Registrar | |
| Appeal dismissed by judge | |
| Affidavits for discovery exchanged | |
| Deputy Registrar directed parties to set down the suit by 21 November 2007 | |
| Australian suit commenced in Federal Court of Western Australia | |
| Assistant Registrar ordered election to amend proceedings | |
| Deadline for election to amend proceedings | |
| Decision date |
7. Legal Issues
- Lis Alibi Pendens
- Outcome: The court held that it was not appropriate to require the plaintiffs to elect which proceedings to pursue, as the Singapore and Australian actions were distinct.
- Category: Procedural
- Breach of Contract
- Outcome: The court did not make a determination on the breach of contract claim itself, but considered its relevance in the context of the lis alibi pendens argument.
- Category: Substantive
- Breach of Shareholders’ Agreement
- Outcome: The court considered the relevance of the Shareholders’ Agreement in the context of the lis alibi pendens argument and the relief of specific performance.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Damages
9. Cause of Actions
- Breach of Contract
- Specific Performance
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Australian Commercial Research and Development Ltd v ANZ McCaughan Merchant Bank Ltd | N/A | Yes | [1989] 3 All ER 65 | N/A | Cited regarding the principle of requiring a plaintiff to elect which proceedings to pursue when initiating actions against the same defendant in separate jurisdictions for the same subject matter. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R5, 2006 Rev Ed) O 12 r 7(2) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Corporations Act 2001 | Australia |
15. Key Terms and Keywords
15.1 Key Terms
- Shareholders’ Agreement
- Lis Alibi Pendens
- Oppressive Conduct
- Specific Performance
- First Right of Refusal
15.2 Keywords
- Shareholders Agreement
- Breach of Contract
- Specific Performance
- Conflict of Laws
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Civil Practice | 75 |
| Conflict of Laws | 75 |
| Shareholders Agreement | 60 |
| Contract Law | 50 |
| Company Law | 50 |
| Commercial Disputes | 25 |
16. Subjects
- Civil Procedure
- Conflict of Laws
- Shareholder Dispute