Ng Joo Soon v Dovechem Holdings: Striking Out Claim for Director Removal Dispute

In Ng Joo Soon (alias Nga Ju Soon) v Dovechem Holdings Pte Ltd, the High Court of Singapore heard an appeal by Dovechem Holdings Pte Ltd against Assistant Registrar Denise Wong's decision to not strike out Ng Joo Soon's claim. Ng Joo Soon, a shareholder and director, contested his removal as director, arguing it was invalid. Justice Tan Lee Meng dismissed the appeal, finding that the issues raised required a full trial. The court determined that it could not conclude, based solely on affidavit evidence, that Ng Joo Soon's case was without merit.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Ng Joo Soon challenged his removal as director of Dovechem Holdings. The court dismissed the appeal to strike out his claim, finding the case merited a full trial.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
NG JOO SOON alias NGA JU SOONRespondentIndividualClaim not struck outNeutral
Dovechem Holdings Pte LtdAppellant, DefendantCorporationAppeal DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Tan Lee MengJudgeYes

4. Counsels

Counsel NameOrganization
Blossom Hing Shan ShanDrew & Napier LLC
Sheryl Wei KejiaDrew & Napier LLC
Chandra Mohan s/o K NairTan Rajah & Cheah

4. Facts

  1. Ng Joo Soon held 24% of the shares in Dovechem Holdings Pte Ltd.
  2. Ng Joo Soon's brothers and nephews held the remaining shares in the company.
  3. Ng Joo Soon sought to inspect the company's records under s 199 of the Companies Act.
  4. The other directors removed Ng Joo Soon as a director of two Malaysian companies.
  5. The company notified ACRA that Ng Joo Soon had ceased to be a director upon reaching 70 years old.
  6. Ng Joo Soon claimed he was wrongfully removed as no board resolution was passed.
  7. The company applied to strike out Ng Joo Soon's claim based on a family agreement for directors to retire at 70.

5. Formal Citations

  1. Ng Joo Soon (alias Nga Ju Soon) v Dovechem Holdings Pte Ltd, Suit 59/2009, RA 331/2009, [2009] SGHC 238

6. Timeline

DateEvent
Dovechem Holdings Pte Ltd incorporated in Singapore.
Ng Joo Soon sought to exercise his right as a director to inspect the company's records.
Other directors informed Ng Joo Soon of his removal as a director of two Malaysian companies.
Ng Joo Soon filed Originating Summons 841 of 2008/H.
The company notified ACRA that Ng Joo Soon had ceased to be a director.
Ng Joo Soon's solicitors informed ACRA that the notification of his cessation as director was inaccurate.
Choo Han Teck J ordered that OS 841 continue as if the action had begun by writ.
Ng Joo Soon filed the Statement of Claim.
The company applied to strike out Ng Joo Soon’s claim.
Appeal dismissed.

7. Legal Issues

  1. Striking out of claim
    • Outcome: The court held that the claim should not be struck out as it was not wholly devoid of merit and the issues ought to be ventilated in court.
    • Category: Procedural
    • Sub-Issues:
      • Abuse of process
      • Frivolous or vexatious claim
  2. Wrongful removal of director
    • Outcome: The court did not make a final determination on the validity of the removal but found that the issue warranted a full trial.
    • Category: Substantive

8. Remedies Sought

  1. Declaration that the removal of Ng Joo Soon as a director is invalid
  2. Order that the company file documents with ACRA to reflect that Ng Joo Soon remains a director
  3. Order that Ng Joo Soon be entitled to inspect the company's records

9. Cause of Actions

  • Breach of statutory right to inspect company records
  • Wrongful removal as director

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Gabriel Peter & Partners v Wee Chong JinCourt of AppealYes[1998] 1 SLR 374SingaporeCited for the principle that the power to strike out an action should not be exercised too readily unless the plaintiff’s case is wholly devoid of merit.
Bandung Shipping Pte Ltd v Keppel TatLee Bank LtdCourt of AppealNo[2003] 1 SLR 295SingaporeCited for the principle that a case may be struck out where it is hopelessly doomed to fail.
The OspreyN/ANo[2000] 1 SLR 281SingaporeCited for the definition of 'frivolous and vexatious' in relation to striking out actions.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2006 Rev Ed) O 18 r 19

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Companies Act (Cap 50, 2006 Rev Ed) s 199Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Striking out
  • Director removal
  • Family dispute
  • Inspection of records
  • Companies Act
  • ACRA
  • Locus standi

15.2 Keywords

  • director
  • removal
  • company
  • ACRA
  • family dispute
  • striking out

17. Areas of Law

Area NameRelevance Score
Civil Practice75
Corporate Law60
Company Law60
Companies Act60
Commercial Disputes50
Corporate Litigation50
Shareholders40
Inspection of Accounting Records40
Minority shareholders30
Shareholders Disputes30
Director's Disqualification20

16. Subjects

  • Company Law
  • Civil Procedure