Chenet Finance Ltd v Lim Poh Yen: Conspiracy, Share Transfer, and Pre-emption Rights
In a consolidated suit before the High Court of Singapore, Chenet Finance Ltd, represented by Tobby Tan Yeang Tze, alleged an unlawful act conspiracy by Lim Poh Yen, Abu Bakar bin Ismail, and Berlian Ferries Pte Ltd to deprive Chenet of its shares in Berlian. Abu Bakar counterclaimed for specific performance of a share purchase agreement. The court, presided over by Justice Woo Bih Li, dismissed Abu Bakar's claim for specific performance, declared Chenet the legal and beneficial owner of the shares, and dismissed both Chenet's conspiracy claim and Allene's counterclaim, finding no valid contract for the share transfer. The judgment was delivered on 2012-08-03.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Abu Bakar's claim for specific performance is dismissed; Chenet declared legal and beneficial owner of shares; Chenet's conspiracy claim and Allene's counterclaim are dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Consolidated suits involving Chenet Finance Ltd and others concerning an alleged unlawful act conspiracy to cheat Chenet of shares and specific performance of a share purchase.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chenet Finance Ltd | Plaintiff, Defendant | Corporation | Claim for unlawful act conspiracy dismissed, Claim against Allene for items dismissed, Declared legal and beneficial owner of shares | Lost, Lost, Won | Isaac Tito Shane, Chan Yew Loong Justin, Ho Seng Giap |
| Lim Poh Yen (alias Lim Allene) | Defendant | Individual | Claim for unlawful act conspiracy dismissed, Claim for items dismissed, Counterclaim dismissed | Neutral, Won, Lost | Manjit Singh, Sree Govind Menon |
| Abu Bakar bin Ismail | Defendant, Plaintiff | Individual | Claim for unlawful act conspiracy dismissed, Claim for specific performance dismissed | Neutral, Lost | R S Bajwa |
| Berlian Ferries Pte Ltd | Defendant | Corporation | Claim for unlawful act conspiracy dismissed | Neutral | Sankaran Karthikeyan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Isaac Tito Shane | Tito Isaac & Co LLP |
| Chan Yew Loong Justin | Tito Isaac & Co LLP |
| Ho Seng Giap | Tito Isaac & Co LLP |
| Manjit Singh | Manjit Govind & Partners |
| Sree Govind Menon | Manjit Govind & Partners |
| R S Bajwa | Bajwa & Co |
| Sankaran Karthikeyan | Toh Tan LLP |
4. Facts
- Chenet intended to transfer shares to Hopaco in a sham transaction.
- Abu Bakar purportedly accepted an offer to purchase shares at an undervalue.
- Allene sent a false email stating no shareholders accepted the offer.
- Amin Shah was the directing mind behind Chenet's actions.
- The Sale Notice was signed by Tobby before the Transfer Notices were dispatched.
- Abu Bakar did not have the funds to pay for the shares himself.
- Allene was instructed by BR to send the false email.
5. Formal Citations
- Chenet Finance Ltd v Lim Poh Yen (alias Lim Allene) and others and another suit, Suit No 781 of 2009 consolidated with Suit No 796 of 2009, [2012] SGHC 158
6. Timeline
| Date | Event |
|---|---|
| Berlian obtained a loan of $20,160,000 from Caterpillar. | |
| Chenet defaulted on loan instalment payments to Caterpillar. | |
| Amin Shah was made a bankrupt in Malaysia. | |
| Plan hatched for Chenet to transfer shares to Hopaco. | |
| Chenet gave notice to Berlian to transfer shares to Hopaco. | |
| Alle Pasau removed from Berlian's board of directors. | |
| Berlian purportedly sent a letter to shareholders regarding the share transfer. | |
| Transfer Notices dispatched to shareholders. | |
| Abu Bakar purportedly accepted the Offer. | |
| Abu Bakar purportedly retrieved the Acceptance Letter and handed it to Allene. | |
| Allene sent an email stating no response from shareholders. | |
| Berlian sent a letter to Chenet informing it of Abu Bakar's purchase. | |
| Abu Bakar terminated Eranur's employment as CEO with Berlian. | |
| Tobby visited Heritage and Agenda to find out more about the share transfer. | |
| Chenet issued a stop notice to halt the transfer of shares to Abu Bakar. | |
| Chenet filed the writ of summons in Suit 781. | |
| Chenet obtained an interim injunction order. | |
| Abu Bakar filed the writ of summons in Suit 796. | |
| Abu Bakar was adjudged a bankrupt in Malaysia. | |
| Abu Bakar's adjudication order was annulled. | |
| The two actions were consolidated by consent. | |
| Chenet obtained a valuation report for the shares. | |
| Tobby filed an affidavit to support Chenet's application to amend its Statement of Claim. | |
| Chenet filed Summons 3869 of 2011 to amend its SOC. | |
| Chenet's application to amend its SOC was allowed. | |
| Chenet filed its SOC (Amendment No 2). | |
| Allene filed her Defence (Amendment No 2) and Counterclaim. | |
| Trial resumed. | |
| Judgment reserved. |
7. Legal Issues
- Unlawful Act Conspiracy
- Outcome: The court dismissed the claim for unlawful act conspiracy, finding that the elements of the tort were not satisfied.
- Category: Substantive
- Specific Performance
- Outcome: The court dismissed the claim for specific performance, finding no valid contract for the share transfer.
- Category: Substantive
- Breach of Contract
- Outcome: The court found that there was no valid contract between Chenet and Abu Bakar for the Shares.
- Category: Substantive
- Abuse of Civil Process
- Outcome: The court dismissed Allene's counterclaim for abuse of civil process, finding that she did not plead any special damage.
- Category: Substantive
8. Remedies Sought
- Damages
- Specific Performance
- Injunction
9. Cause of Actions
- Unlawful Act Conspiracy
- Specific Performance
- Abuse of Process
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Finance
- Ferry Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Quah Kay Tee v Ong and Co Pte Ltd | Court of Appeal | Yes | [1996] 3 SLR(R) 637 | Singapore | Cited for the elements of the tort of unlawful act conspiracy. |
| Eng Hui Cheh David v Opera Gallery Pte Ltd | High Court | No | [2009] SGHC 121 | Singapore | Cited regarding abuse of process in a counterclaim, but the court did not elaborate on whether such a tort exists in Singapore. |
| Metal and Rostoff v Donaldson Inc | Court of Appeal | No | [1989] 3 WLR 563 | England and Wales | Cited to show that the existence of the tort of abuse of civil process was doubted. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Bankruptcy Act (Cap 20, 2009 Rev Ed) | Singapore |
| Bankruptcy Act 1967 (Act 55 of 1967) | Malaysia |
15. Key Terms and Keywords
15.1 Key Terms
- Shares
- Sale Notice
- Transfer Notice
- Pre-emption Right
- Unlawful Act Conspiracy
- Specific Performance
- Beneficial Owner
- Sham Transaction
- Allocation Notice
- Alter Ego
15.2 Keywords
- Chenet Finance Ltd
- Lim Poh Yen
- Abu Bakar
- Berlian Ferries
- Share Transfer
- Conspiracy
- Specific Performance
- Singapore High Court
- Woo Bih Li J
16. Subjects
- Contract Law
- Company Law
- Civil Procedure
- Conspiracy
- Share Transfer
17. Areas of Law
- Conspiracy
- Contract Law
- Company Law
- Share Transfer
- Tort Law