Ling Mang Khong Stanley v Teo Chee Siong: Striking Out Claim for Breach of Contract and Oppression
In Ling Mang Khong Stanley v Teo Chee Siong and others, the High Court of Singapore heard an appeal against the Assistant Registrar's decision to dismiss the defendants' application to strike out the plaintiff's statement of claim. The plaintiff, Ling Mang Khong Stanley, claimed breach of contract, breach of the company's memorandum and articles of association, and sought to wind up the third defendant company, Anewtech Systems Ptd Ltd, alleging oppression of minority shareholders. The court, presided over by Philip Pillai J, allowed the appeal, striking out the plaintiff's statement of claim, finding that it disclosed no reasonable cause of action.
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
The High Court struck out the plaintiff's claim for breach of contract and oppression, finding no reasonable cause of action. The plaintiff lacked standing to sue.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ling Mang Khong Stanley | Plaintiff | Individual | Claim Dismissed | Lost | |
| Teo Chee Siong | Defendant | Individual | Judgment for Defendant | Won | |
| Yeo Boon Hwa | Other | Individual | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Philip Pillai | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Mark Goh | Mark Goh & Co |
| Deepak Natverlal | Maximus Law LLC |
| Lim Ker Sheon | Characterist Law LLC |
4. Facts
- The plaintiff was formerly a sales manager and shareholder of the third defendant company.
- The plaintiff sold his shares in the company to the second defendant in April 2007.
- The first and second defendants entered an agreement to sell shares to a new party without disclosing this to the plaintiff prior to his sale.
- The plaintiff claimed a contractual right of disclosure and consent based on a Points of Agreement for Shareholders and Operation (POA).
- The plaintiff was unable to produce a signed POA to which he was a named party and signatory.
- The plaintiff sought to nullify the sale of his shares based on a breach of article 43 of the company's Memorandum and Articles of Association.
- The plaintiff sought to wind up the company under s 216 of the Companies Act, alleging oppression of minority shareholders.
5. Formal Citations
- Ling Mang Khong Stanley v Teo Chee Siong and others, Suit No 752 of 2007 (Registrar's Appeal No 165 of 2010) (Summons No 4214 of 2010), [2011] SGHC 18
6. Timeline
| Date | Event |
|---|---|
| Unsigned Points of Agreement for Shareholders and Operation (POA) dated | |
| Points of Agreement for Shareholders and Operation (POA) dated | |
| Plaintiff agreed to sell all his shares in the company to the second defendant | |
| First and second defendants entered an agreement to sell shares to a new party | |
| First and second defendants entered into a fresh POA with a new party | |
| Lawsuit filed | |
| Registrar's Appeal No 165 of 2010 filed | |
| Summons No 4214 of 2010 filed | |
| Leave granted to file fresh notice of appeal | |
| Judgment issued |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the plaintiff was not a party to the Points of Agreement for Shareholders and Operation (POA), and therefore, no reasonable cause of action for breach of contract was disclosed.
- Category: Substantive
- Oppression of Minority Shareholders
- Outcome: The court found that the plaintiff lacked the locus standi to bring a claim under s 216 of the Companies Act, as he was no longer a member of the company at the time the action was filed. The court also found no substantive grounds for oppression.
- Category: Substantive
- Related Cases:
- [2000] 1 SLR(R) 542
8. Remedies Sought
- Declaration of Breach of Contract
- Order for Winding Up of the Company
- Declaration of Constructive Trust
- Damages
- Accounting of Monies and Profits
- Access to Books and Documents
- Cancelling of Contract for Sale of Shares
9. Cause of Actions
- Breach of Contract
- Oppression of Minority Shareholders
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Gabriel Peters & Partners (Suing as a Firm) v Wee Chong Jin and others | High Court | Yes | [1997] 3 SLR(R) 649 | Singapore | Cited for the guiding considerations for a striking out action. |
| Drummond-Jackson v British Medical Association | N/A | Yes | [1970] 1 All ER 1094 | N/A | Cited for the definition of a 'reasonable cause of action'. |
| Bandung Shipping Pte Ltd v Keppel Tat Lee Bank Ltd | Court of Appeal | Yes | [2003] 1 SLR(R) 295 | Singapore | Cited for the policy reasons for striking out a case. |
| Koh Teck Hee (trading as Mui Teck Heng Garments & Trading Co) v Leow Swee Lim (trading as Meyoung Trading) | N/A | No | [1991] 2 SLR(R) 328 | Singapore | Cited by the plaintiff, but the court found that it provided no support for the plaintiff's proposition. |
| Kitnasamy s/o Marudapan v Nagatheran s/o Manogar | Court of Appeal | No | [2000] 1 SLR(R) 542 | Singapore | Cited regarding the requirement of locus standi under s 216 of the Companies Act, but distinguished on the facts. |
| Owen Sim Liang Khui v Piasau Jaya Sdn Bhd & Anor | N/A | No | [1996] 1 MLJ 113 | Malaysia | Cited regarding the court's power to prevent the use of statute as an engine of fraud, but distinguished on the facts. |
13. Applicable Rules
| Rule Name |
|---|
| O 18 r 19 of the Rules of Court (Cap 322, R 5, 2006 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| s 216 of the Companies Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Points of Agreement for Shareholders and Operation
- Shareholder
- Director
- Minority Shareholder
- Winding Up
- Locus Standi
- Constructive Trust
- Memorandum and Articles of Association
- Disclosure
- Consent
- Oppression
15.2 Keywords
- breach of contract
- oppression
- minority shareholders
- winding up
- companies act
- striking out
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Company Law | 75 |
| Contract Law | 60 |
| Commercial Disputes | 50 |
| Shareholders Rights | 40 |
| Fraud and Deceit | 30 |
16. Subjects
- Company Law
- Contract Law
- Civil Procedure