Neoh Raymond Dennis v Liew Leong Wan: Dispute over Share Registration and Trust

In a case before the High Court of Singapore on 29 July 2011, Justice Kan Ting Chiu ruled in favor of Raymond Dennis Neoh against Liew Leong Wan and Alternative Content Distribution Network Pte Ltd. The dispute concerned the registration of shares in Alternative Content Distribution Network Pte Ltd. The court declared that Liew Leong Wan held 97,650,000 shares in Alternative Content Distribution Network Pte Ltd on trust for Neoh and ordered Liew Leong Wan to transfer the shares to Neoh, and Alternative Content Distribution Network Pte Ltd to register the transfer.

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

The High Court ruled that Liew Leong Wan held shares in Alternative Content Distribution Network Pte Ltd on trust for Raymond Dennis Neoh and ordered the transfer of shares.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Neoh Raymond DennisPlaintiffIndividualJudgment for PlaintiffWon
Liew Leong WanDefendantIndividualClaim DismissedLost
Alternative Content Distribution Network Pte LtdDefendantCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Kan Ting ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Lai Yew FeiRajah & Tann LLP
Khelvin Xu CunhanRajah & Tann LLP
Ganga d/o AvadiarAdvocatus Law LLP
Pereira Kenneth JeraldAdvocatus Law LLP

4. Facts

  1. RDN was instrumental in setting up and incorporating ACDN.
  2. LLW was the Chief Technology Officer of ACDN from 1 July 2009.
  3. LLW was a shareholder and director of ACDN from 24 July 2009.
  4. LLW became the registered owner of the Shares when they were transferred to him by BN.
  5. BN held 97,650,000 ACDN shares on trust for RDN.
  6. The shares transferred from BN to LLW were trust shares.
  7. The transfer of shares from BN to LLW did not result in any change of beneficial interest.

5. Formal Citations

  1. Neoh Raymond Dennis v Liew Leong Wan and another, Originating Summons No 1238 of 2010/V, [2011] SGHC 179

6. Timeline

DateEvent
Benjamin Ng Seng Ghee executed a trust document declaring he held 90,000,000 ACDN shares on trust for RDN.
Liew Leong Wan became the Chief Technology Officer of ACDN.
Liew Leong Wan sent email from his office email address.
Benjamin Ng Seng Ghee sent an email to Lum Kit Cheng @ Vanessa Lum with instructions on the transfer of shares to Liew Leong Wan.
Lum Kit Cheng @ Vanessa Lum replied to Benjamin Ng Seng Ghee with a copy to Liew Leong Wan, forwarding share transfer documents.
Benjamin Ng Seng Ghee replied to Lum Kit Cheng @ Vanessa Lum, with copy to Liew Leong Wan, a Requisition Form for Transfer to/from Trustee of the Inland Revenue Authority of Singapore.
Lum Kit Cheng @ Vanessa Lum sent an email to Benjamin Ng Seng Ghee, with copy to Liew Leong Wan, to inform Benjamin Ng Seng Ghee that she had revised the share transfer form.
Liew Leong Wan became a shareholder and director of ACDN.
IRAS issued a Certificate of Stamp Duty.
ACDN received a S$300,000 LEFS Bridging Loan Programme and a S$500,000 Non-Revolving Hire Purchase Line from DBS Bank Ltd.
Agreement between LLW and Maggie Lau Fung Sim.
RDN sent emails describing LLW as the largest shareholder of ACDN.
RDN sent an email to the Ministry of Manpower stating that Mr Daniel Liew is 90% share holder.
RDN sent an email to LLW stating that the 90% shares in ACDN which are registered in your name are held on behalf of TQ-Global (HK).
Raymond Dennis Neoh filed an affidavit.
Liew Leong Wan filed an affidavit.
Raymond Dennis Neoh filed a second affidavit.
Notes of Evidence.
Notes of Evidence.
Defendant’s Written Submissions.
Judgment reserved.

7. Legal Issues

  1. Breach of Trust
    • Outcome: The court found that LLW held the shares on trust for RDN and ordered the transfer of shares.
    • Category: Substantive
    • Related Cases:
      • (1841) 4 Beav.115
      • [1983 – 1984] SLR(R) 458
      • [1985 – 1986] SLR(R) 524
  2. Validity of Oral Trust
    • Outcome: The court found that Section 7(2) of the Civil Law Act was not applicable as BN had vested the equitable/beneficial interest in the Shares in RDN when he declared that he held the Shares on trust for RDN.
    • Category: Substantive
  3. Illegality of Trust
    • Outcome: The court found that LLW had not proved that there was an intention to deceive DBS Bank, or that DBS Bank was deceived. Furthermore, even if the non-disclosure of the trust deceived DBS Bank, that would not prevent RDN from asserting his beneficial ownership of the Shares under the rule stated in Company Law unless DBS Bank is a public authority, and while DBS Bank is a large and reputable commercial bank, it is not a public authority.
    • Category: Substantive
    • Related Cases:
      • [1983 – 1984] SLR(R) 458
      • [1985 – 1986] SLR(R) 524

8. Remedies Sought

  1. Declaration that LLW holds shares on trust for RDN
  2. Order that LLW transfer shares to RDN
  3. Order that ACDN register the transfer of shares

9. Cause of Actions

  • Breach of Trust
  • Enforcement of Trust

10. Practice Areas

  • Commercial Litigation
  • Shareholder Disputes

11. Industries

  • Technology

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Saunders v VautierN/AYes(1841) 4 Beav.115N/ACited for the rule that beneficiaries entitled to the whole beneficial interest can put an end to the trust and direct the trustees to hand over the trust property as they direct.
Suntoso Jacob v Kong Miao MingHigh CourtNo[1983 – 1984] SLR(R) 458SingaporeCited for the principle that where shares are registered in the name of a nominee for an illegal purpose, the owner may be precluded from asserting his beneficial ownership.
Suntoso Jacob v Kong Miao MingCourt of AppealNo[1985 – 1986] SLR(R) 524SingaporeCited for the principle that where shares are registered in the name of a nominee for an illegal purpose, the owner may be precluded from asserting his beneficial ownership.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Civil Law Act (Cap 43 1999 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Trust shares
  • Clean shares
  • Beneficial interest
  • Trustee
  • Companies Act
  • Share registration

15.2 Keywords

  • Trust
  • Shares
  • Registration
  • Companies Act
  • Beneficial Ownership

17. Areas of Law

Area NameRelevance Score
Trust Law90
Company Law75
Commercial Disputes60
Contract Law50
Misrepresentation30

16. Subjects

  • Trusts
  • Company Law
  • Shareholder Rights