Woo Koon Chee v Scandinavian Boiler Service: Enforcement of Consent Order for Share Transfer

In Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd, the High Court of Singapore addressed an application by the second, third, fourth, sixth, seventh, ninth, tenth, eleventh and twelfth defendants to enforce a consent order for the sale and purchase of the plaintiff's shares in the first defendant. The court, presided over by Philip Pillai JC, allowed the application, directing the Registrar of the Supreme Court to sign the share transfer forms to complete the sale, due to the plaintiff's repeated delays and lack of substantive legal grounds to resist the enforcement. The court also awarded costs to the defendants.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The High Court enforced a consent order for the sale and purchase of shares, directing the Registrar to sign share transfer forms due to the plaintiff's delay.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Woo Koon CheePlaintiffIndividualApplication dismissedLost
Scandinavian Boiler Service (Asia) Pte LtdDefendantCorporationNeutralNeutral
Second, third, fourth, sixth, seventh, ninth, tenth, eleventh and twelfth defendantDefendant, ApplicantCorporationApplication allowedWon

3. Judges

Judge NameTitleDelivered Judgment
Philip PillaiJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Raymond LyePacific Law Corporation
Cheryl-Ann YeoPacific Law Corporation
Abraham VergisDrew & Napier LLC
Kimberley LengDrew & Napier LLC

4. Facts

  1. A consent order was issued on 27 April 2009 for the sale and purchase of the plaintiff's shares in the first defendant.
  2. The consent order stipulated that the second, third and/or fourth defendant purchase the plaintiff’s shares in the first defendant.
  3. An independent valuer was appointed on 27 May 2009 to determine the fair value of the shares.
  4. The valuation report was issued on 8 December 2009.
  5. The completion of the sale was to occur within three weeks of the valuation report, by 29 December 2009.
  6. The relevant defendants requested completion of the sale and purchase on 11 December 2009 and 22 December 2009.
  7. The plaintiff requested more time to complete the sale on 30 December 2009 and 5 January 2010.
  8. The plaintiff wished to challenge the valuation report.

5. Formal Citations

  1. Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd and others, Suit No 53 of 2008 (Summons No 76 of 2010), [2010] SGHC 66

6. Timeline

DateEvent
Suit filed (Suit No 53 of 2008)
Consent Order issued
Valuer appointed
Valuation report issued
Scheduled completion date per Consent Order
Plaintiff requested more time to complete sale
Plaintiff again requested more time to complete sale
Plaintiff's application to file originating summons rejected
Hearing date for plaintiff's originating summons
Further arguments heard by the court
Judgment issued

7. Legal Issues

  1. Enforcement of Consent Order
    • Outcome: The court allowed the application to enforce the consent order, directing the Registrar to sign the share transfer forms.
    • Category: Procedural
    • Related Cases:
      • [1992] 3 SLR(R) 841
      • [2009] 3 SLR(R) 582

8. Remedies Sought

  1. Order directing the Registrar to sign share transfer forms
  2. Specific performance of the consent order

9. Cause of Actions

  • No cause of actions

10. Practice Areas

  • Commercial Litigation
  • Shareholder Disputes

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Indian Overseas Bank v Motorcycle Industries (1973) Pte Ltd & OrsHigh CourtYes[1992] 3 SLR(R) 841SingaporeCited for the proposition that a consent order puts an end to proceedings and supersedes the original cause of action.
P J Holdings Inc v Ariel Singapore Pte LtdHigh CourtYes[2009] 3 SLR(R) 582SingaporeCited by plaintiff's counsel, but the court found it did not assist their argument.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R5, 2006 Rev Ed) O 45 r 8

14. Applicable Statutes

Statute NameJurisdiction
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Consent Order
  • Share Transfer
  • Valuation Report
  • Specific Performance
  • Completion of Sale
  • Independent Valuer

15.2 Keywords

  • Consent Order
  • Share Transfer
  • Enforcement
  • Scandinavian Boiler Service
  • Woo Koon Chee

17. Areas of Law

Area NameRelevance Score
Company Law70
Contract Law60
Enforcement of Consent Orders60
Civil Procedure50
Commercial Disputes40
Share Valuation30

16. Subjects

  • Civil Procedure
  • Enforcement of Orders
  • Share Transfers