Chiang Sing Jeong v Treasure Resort: Shareholding Dispute & Express Trust Claim
In Chiang Sing Jeong and another v Treasure Resort Pte Ltd and others, the High Court of Singapore addressed a dispute over the ownership of shares in Treasure Resort Pte Ltd (TR). Mr. Chiang Sing Jeong and Mr. Lim Chong Poon claimed entitlement to TR shares from Maxz Universal Development Group Pte Ltd (MDG). The court found that an express trust existed in favor of Mr. Lim, entitling him to 25% of TR's shareholding, capped at $10 million of TR's paid-up capital. The court also ruled on Café Aquarium Pte Ltd's claims against MDG regarding an outstanding loan.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for the second plaintiff, Café Aquarium Pte Ltd, and the eighth defendant, Mr Lim Chong Poon.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Shareholding dispute over Treasure Resort. Court found an express trust existed, entitling Lim to 25% of shares, capped at $10M.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chiang Sing Jeong | Plaintiff | Individual | Claim Discontinued | Withdrawn | Tan Teng Muan, Loh Li Qin |
| Treasure Resort Pte Ltd | Defendant | Corporation | Shares to be transferred | Lost | Kenneth Pereira, Christopher Anand Daniel |
| Maxz Universal Development Group Pte Ltd | Defendant | Corporation | Shares to be transferred, Loan to be paid | Lost, Lost | Davinder Singh SC, Bernette Meyer, Vanathi S, Jackson Eng |
| Lim Chong Poon | Defendant | Individual | Claim Allowed | Won | N Sreenivasan SC, Jimmy Yap, Srinivasan Namasivayam, Rahayu bte Mahzam |
| Café Aquarium Pte Ltd | Plaintiff | Corporation | Loan to be paid | Won | Daniel Koh, Joni Tan, June Lim |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Lee Meng | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tan Teng Muan | Mallal & Namazie |
| Loh Li Qin | Mallal & Namazie |
| Daniel Koh | Eldan Law LLP |
| Joni Tan | Eldan Law LLP |
| June Lim | Eldan Law LLP |
| Kenneth Pereira | Advocatus Law LLP |
| Christopher Anand Daniel | Advocatus Law LLP |
| Davinder Singh SC | Drew & Napier LLC |
| Bernette Meyer | Drew & Napier LLC |
| Vanathi S | Drew & Napier LLC |
| Jackson Eng | Drew & Napier LLC |
| N Sreenivasan SC | Straits Law Practice LLC |
| Jimmy Yap | Jimmy Yap & Co |
| Srinivasan Namasivayam | Heng, Leong & Srinivasan |
| Rahayu bte Mahzam | Heng, Leong & Srinivasan |
4. Facts
- Chiang and Lim claimed entitlement to TR shares from MDG.
- Lim claimed he and Seeto had an oral joint venture agreement to form TR.
- MDG acknowledged it held 40% of TR’s shareholding on trust for Lim and Chiang.
- Seeto executed Instruments of Transfer for 1,927,999 shares and handed them over to Chiang.
- Rodney refused to recognize any trust in favor of Lim and Chiang.
- Lim reduced his claim against MDG from 30% to 25% of TR’s shareholding.
- MDG submitted that it had no case to answer and did not call witnesses to testify on its behalf.
5. Formal Citations
- Chiang Sing Jeong and another v Treasure Resort Pte Ltd and others, Suit No 568 of 2007, [2013] SGHC 126
6. Timeline
| Date | Event |
|---|---|
| Sijori Resorts (Sentosa) Pte Ltd leased land from Sentosa Development Corporation | |
| Sijori's debts increased to $15m | |
| Sentosa Development Corporation sued Sijori | |
| Lim and Seeto discussed MDG taking over the Sijori Lease and Sijori Resort | |
| Treasure Resort Pte Ltd was incorporated | |
| MDG agreed to reduce its stake in TR to 60% | |
| Sentosa Development Corporation obtained judgment against Sijori for $1,128,128.65 | |
| Seeto wrote to Rodney Tan for help in arranging a $10m loan | |
| Seeto issued a cheque for $250,000, but it was dishonored | |
| MDG entered into an agreement with Lim and Chiang to share the sale proceeds | |
| Shareholders’ agreement between MDG, Chiang and TEH was signed | |
| First Declaration of Trust was signed | |
| The Sijori Lease was transferred to TR with SDC’s consent | |
| Supplemental Agreement was signed | |
| Seeto executed the Instruments of Transfer for 1,927,999 shares and handed them over to Chiang | |
| Deed of Discharge and Release was signed | |
| Deed of Termination and Release was signed | |
| Roscent became the majority shareholder of MDG and TR | |
| Chiang registered the 1,927,999 shares in Café’s name | |
| Rodney was appointed a director of TR | |
| Roscent’s shares in MDG were transferred to Cairnhill Treasure Investment (S) Pte Ltd | |
| Rodney, Seeto, Chiang and TEH entered into a handwritten memorandum of understanding | |
| Rodney was appointed a director of MDG | |
| TR’s board resolved that the transfer of the 1,927,999 TR shares to Café was invalid | |
| The present suit against MDG was commenced | |
| Chiang discontinued his action after settling his dispute with MDG | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the oral joint venture agreement could not be enforced because of s 6(e) of the Civil Law Act.
- Category: Substantive
- Sub-Issues:
- Failure to perform contractual obligations
- Express Trust
- Outcome: The court found that a completely constituted trust for value existed in favor of Lim Chong Poon, entitling him to 25% of TR’s shareholding subject to a cap of $10m on the paid-up capital of TR.
- Category: Substantive
- Sub-Issues:
- Certainty of intention
- Certainty of subject matter
- Certainty of objects
- Completely constituted trust
- Illegality
- Outcome: The court found that Lim was able to establish his proprietary right to 25% of TR’s shareholding without having to rely on any illegal act, and MDG’s defence of illegality did not get off the ground.
- Category: Substantive
- Sub-Issues:
- Deceiving public authorities
- Circumventing laws and administrative regulations
- Breach of Fiduciary Duty
- Outcome: The court found that Lim had disclosed his interest in TR shares to his fellow directors and there was no evidence to contradict this testimony.
- Category: Substantive
- Sub-Issues:
- Secret profit
- Non-disclosure of interest
8. Remedies Sought
- Declaration that MDG holds 25% of the paid-up share capital of TR on a constructive trust for Café
- Order against TR and/or its directors to have the Instruments of Transfer registered or to rectify TR’s register of members to restore Café’s name as the registered owner of 25% of the issued shareholdings of TR
- Order that MDG and/or its director procure the registration of the Instruments of Transfer
- Sums of money pursuant to its arrangements with Seeto
9. Cause of Actions
- Breach of Contract
- Claim for Shares Based on Express Trust
10. Practice Areas
- Commercial Litigation
- Trusts
- Shareholder Disputes
11. Industries
- Hospitality
- Real Estate
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tan Juay Pah v Kimly Construction Pte Ltd | Court of Appeal | Yes | [2012] 2 SLR 549 | Singapore | Cited for the principle regarding the threshold for a submission of no case to answer. |
| Bansal Hemant Govindprasad v Central Bank of India | N/A | Yes | [2003] 2 SLR(R) 33 | Singapore | Cited regarding the test for a submission of no case to answer. |
| Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart | N/A | Yes | [2012] 1 SLR 847 | Singapore | Cited regarding the acceptance of the plaintiff's assertions when the defendant submits no case to answer. |
| Relfo Ltd (in liquidation) v Bhimji Velji Jadva Varsani | N/A | Yes | [2008] 4 SLR(R) 657 | Singapore | Cited for the test of whether there is no case to answer. |
| Petrosin Corp Pte Ltd v Clough Engineering Ltd | High Court | Yes | [2005] SGHC 170 | Singapore | Cited regarding the interpretation of section 6(e) of the Civil Law Act. |
| Boydell v Drummond | N/A | Yes | (1809) 11 East 142; 103 ER 958 | England | Cited for the interpretation of section 4 of the Statute of Frauds 1677. |
| Bracegirdle v Heald | N/A | Yes | (1818) 1 B & Ald 722; 106 ER 266 | England | Cited for the interpretation of section 4 of the Statute of Frauds 1677. |
| McGregor v McGregor | N/A | Yes | (1888) 21 QBD 424 | England | Cited for the interpretation of section 4 of the Statute of Frauds 1677. |
| Milroy v Lord | N/A | Yes | (1862) 4 De GF & J 264 | N/A | Cited for the principle that a completely constituted trust can be enforced even if no consideration was furnished. |
| Fawziah Holdings Sdn Bhd v Metramac Corp Sdn Bhd | Court of Appeal | Yes | [2006] 1 MLJ 505 | Malaysia | Cited for the principle that once an express trust is created, there is no role for the law of contract. |
| Metramac Corporation Sdn Bhd v Fawziah Holdings Sdn Bhd | Federal Court | Yes | [2007] 5 MLJ 501 | Malaysia | Cited to show that the decision of the Court of Appeal in Fawziah was overruled. |
| Leong Sze Hian v Teo Ai Choo | N/A | Yes | [1983-1984] SLR(R) 324 | Singapore | Cited regarding the principles applicable to a claim where a contract allegedly gave rise to a trust. |
| Knight v Knight | N/A | Yes | (1840) 3 Beav 148; 49 ER 58 | N/A | Cited for the three certainties required for a valid trust: certainty of intention, certainty of subject matter, and certainty of objects. |
| Grant v Grant | N/A | Yes | (1865) 34 Beav 623; 55 ER 776 | N/A | Cited for the principle that documents post-dating the creation of a trust may be relevant for proving an intention to create the trust. |
| Commissioners of Inland Revenue v Crossman | N/A | Yes | [1937] 1 AC 26 | N/A | Cited for the principle that the transfer of a share in a limited company involves the transfer of all the rights and obligations attached to that share. |
| Rooney v Stanton | English Court of Appeal | Yes | (1900) 17 TLR 28 | England | Cited for the principle that when shares are sold, the seller becomes a trustee of those shares for the buyer. |
| Tinsley v Milligan | House of Lords | Yes | [1994] 1 AC 340 | England | Cited for the principle that a plaintiff who founds his claim on a legal or equitable title is entitled to recover if he is not forced to plead or rely on any illegality. |
| Top Ten Entertainment Pte Ltd v Lucky Red Investments Ltd | Court of Appeal | Yes | [2004] 4 SLR(R) 559 | Singapore | Cited for approval of Tinsley v Milligan. |
| Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International), Singapore Branch v Motorola Electronics Pte Ltd | Court of Appeal | Yes | [2011] 2 SLR 63 | Singapore | Cited for the principle that the legal burden of proving a pleaded defense rests on the proponent of the defense. |
| Suntoso Jacob v Kong Miao Ming | N/A | Yes | [1985-1986] SLR(R) 524 | Singapore | Cited regarding the principle that a party cannot claim shares if they deceived the Registrar of Singapore Ships. |
| Tan Soi v Pow Kwee Lan and others | N/A | Yes | [1998] 1 SLR(R) 651 | Singapore | Cited regarding the principle that a party cannot rely on a trust deed to claim a right to property if it thwarted HDB's rules and regulations. |
| Public Prosecutor v Intra Group Holdings Inc | N/A | Yes | [1999] 1 SLR(R) 154 | Singapore | Cited regarding the principle that the Residential Property Act barred a company's claim to property. |
| Hornal v Neuberger Products Ltd | N/A | Yes | [1957] 1 QB 247 | N/A | Cited for the principle that the more serious the allegation, the higher degree of probability is required. |
| Bater v Bater | N/A | Yes | [1951] P 35 | N/A | Cited for the principle that the more serious the allegation, the higher degree of probability is required. |
| Woolworths Ltd v Kelly | Court of Appeal of New South Wales | Yes | (1991) 22 NSWLR 189 | Australia | Cited for the principle that disclosure was unnecessary where a director’s interest was known to the other directors. |
| Lee Panavision Ltd v Lee Lightning Ltd | N/A | Yes | [1992] BCLC 22 | N/A | Cited for the principle that non-disclosure of an interest common to all the directors would not be a breach of the Companies Act. |
| Maxz Universal Development Group Pte Ltd v Lian Hwee Choo Phebe | High Court | Yes | [2010] SGHC 64 | Singapore | Cited for following Woolworths and Lee Panavision. |
| Dunlop Pneumatic Tyre Co Ltd v New Garage and Motor Co Ltd | N/A | Yes | [1915] AC 79 | N/A | Cited for the principle that a penalty clause is not enforceable. |
| CLAAS Medical Centre Pte Ltd v Ng Boon Ching | N/A | Yes | [2010] 2 SLR 386 | Singapore | Cited for the principle that a penalty clause is not enforceable. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Prevention of Corruption Act (Cap 241, 1993 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Treasure Resort Pte Ltd
- Maxz Universal Development Group Pte Ltd
- Sijori Resorts (Sentosa) Pte Ltd
- Express Trust
- Instruments of Transfer
- Shareholding
- Joint Venture Agreement
- Shareholders’ Agreement
- Declaration of Trust
- Paid-up Capital
15.2 Keywords
- shareholding dispute
- express trust
- joint venture agreement
- companies act
- civil law act
- treasure resort
- sijori resorts
- transfer of shares
16. Subjects
- Trusts
- Shareholder Disputes
- Contract Law
- Company Law
17. Areas of Law
- Trust Law
- Contract Law
- Company Law