Hiap Seng v Lau Chin Hu: Derivative Action & Access to Company Documents

In Hiap Seng & Co Pte Ltd v Lau Chin Hu and others, the High Court of Singapore addressed the right of a party controlling a derivative action to access company documents and the corresponding duty of those possessing the documents. The plaintiffs, Law Chin Eng and Lau Chin Whatt, shareholders of Hiap Seng & Co Pte Ltd, were granted leave to bring a derivative action against the defendants, Lau Chin Hu, Lew Kiat Beng, and Law Chin Chai, for breaches of their directors’ duties. The plaintiffs sought access to company documents to fulfill discovery obligations, but the defendants refused. The Assistant Registrar dismissed the plaintiffs’ application, but Justice Kan Ting Chiu allowed the appeal, ordering the defendants to provide access to relevant company documents.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Shareholders in Hiap Seng sought access to company documents for a derivative action. The court allowed the appeal, granting access to relevant documents.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lew Kiat BengDefendantIndividualAppeal AllowedLost
Lau Chin HuDefendantIndividualAppeal AllowedLost
Law Chin ChaiDefendantIndividualAppeal AllowedLost
Hiap Seng & Co Pte LtdPlaintiffCorporationAppeal AllowedWon

3. Judges

Judge NameTitleDelivered Judgment
Kan Ting ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Foo Soon YienBernard & Rada Law Corporation
Jiang Ke-YueLee & Lee
Yee Swee Yoong EstherLee & Lee
Audrey Chiang Ju HuaRodyk & Davidson LLP
Calvin LimRodyk & Davidson LLP

4. Facts

  1. Plaintiffs were granted leave to bring a derivative action against the defendants for breaches of their directors’ duties.
  2. Plaintiffs sought access to the company's documents to fulfill the company's discovery obligations.
  3. Defendants refused to allow the plaintiffs to enter the company’s office premises to inspect the documents.
  4. The Assistant Registrar dismissed the plaintiffs’ application for access to documents.
  5. The plaintiffs appealed the Assistant Registrar's decision.

5. Formal Citations

  1. Hiap Seng & Co Pte Ltd v Lau Chin Hu and others, Suit No. 133 of 2010/S (Registrar's Appeal No. 386 of 2010/W), [2011] SGHC 143

6. Timeline

DateEvent
Originating Summons No. 372 of 2008 filed
Application allowed to bring action in the name of the company
Derivative suit filed against the defendants
Summons SUM No. 4129 of 2010 filed
Appeal allowed

7. Legal Issues

  1. Access to Company Documents in Derivative Action
    • Outcome: The court held that the plaintiffs, having been granted leave to institute a derivative action, have a right to access the company's documents relevant to the action.
    • Category: Procedural
    • Sub-Issues:
      • Scope of discovery obligations
      • Procedural requirements for application
  2. Breach of Directors' Duties
    • Outcome: The court did not make a determination on whether the directors breached their duties, but noted that withholding relevant documents could be a breach of their duties.
    • Category: Substantive

8. Remedies Sought

  1. Access to Company Documents
  2. Inspection of Records

9. Cause of Actions

  • Breach of Directors' Duties

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Law Chin Eng and another v Hiap Seng & Co Pte LtdHigh CourtYes[2009] SGHC 223SingaporeCited for the decision to grant the plaintiffs leave to bring a derivative action against the defendants.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Companies Act (Cap 50, 2006 Rev Ed) s 199(3)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Derivative Action
  • Directors' Duties
  • Access to Documents
  • Discovery Obligations
  • Leave to Sue
  • Control of Action

15.2 Keywords

  • Derivative action
  • company documents
  • directors duties
  • access to records
  • Singapore High Court

17. Areas of Law

Area NameRelevance Score
Derivative action95
Director's Duties90
Corporate Law80
Company Law80
Companies Act70
Corporate Litigation70
Disclosure of documents60
Minority Oppression60
Civil Procedure50

16. Subjects

  • Company Law
  • Civil Procedure