Yeoh Wee Liat v Wong Lock Chee: Dispute over Share Ownership in Next Capital Pte Ltd
In a civil suit before the High Court of Singapore, Justice Quentin Loh presided over a dispute between Yeoh Wee Liat and HRT Corporation Pte Ltd (plaintiffs) and Wong Lock Chee (defendant) concerning the rightful percentage of shares in Next Capital Pte Ltd (NCPL). The plaintiffs claimed an agreement for them to hold 33% of NCPL's shares each, with Wong holding 34%. Wong contested this, asserting an understanding that he would own 51% due to his role in securing financing. The court found in favor of the plaintiffs, ordering Wong to rectify the share register to reflect the agreed-upon shareholding and transfer the necessary shares.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiffs
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court ruled on a dispute between Yeoh Wee Liat, HRT Corporation and Wong Lock Chee regarding the rightful share ownership in Next Capital Pte Ltd.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Yeoh Wee Liat | Plaintiff | Individual | Judgment for Plaintiff | Won | |
| HRT Corporation Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Wong Lock Chee | Defendant | Individual | Judgment against Defendant | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Justice | Yes |
4. Counsels
4. Facts
- Yeoh and HRT claimed Wong breached an agreement to allocate 33% of NCPL shares to each of them.
- Wong argued there was no binding agreement, and he was entitled to 51% of shares due to securing financing.
- Share transfer forms were executed transferring 24.5% of shares to each plaintiff and 51% to Wong.
- Plaintiffs claimed they were unaware of the share allocation when they signed the transfer forms.
- Yeoh made payments totaling $181,976.32 towards his shares.
- HRT was never asked to pay for its shares.
- Wong unilaterally altered the share structure without informing the plaintiffs.
5. Formal Citations
- Yeoh Wee Liat v Wong Lock Chee, Suit No 724 of 2011/G and Suit No 762 of 2011/V, [2013] SGHC 153
6. Timeline
| Date | Event |
|---|---|
| MBS offered a lease to NCPL for the operation of a Japanese restaurant | |
| MBS offered NCPL the lease of a second unit for the operation of a Chinese restaurant | |
| Parties entered into a contractually binding agreement for the plaintiffs each to hold 33% of NCPL’s shares and for Wong to hold the remaining 34% | |
| Share transfer forms executed transferring shares in NCPL from Mataban to the plaintiffs and Wong | |
| 105,000 shares transferred from Wong to his wife, Christina Tay | |
| Suit filed by Yeoh Wee Liat | |
| Meeting between Yeoh, Richard and Wong regarding NCPL's share structure | |
| Suit filed by HRT Corporation Pte Ltd | |
| Mataban commenced a separate action, Suit 94 of 2012, for the outstanding consideration allegedly owed to it by Yeoh and HRT | |
| Consent order dated 15 June 2012, Mataban, NCPL, Richard, Yeoh and Wong have each agreed to be bound by the findings of fact made by this court in these proceedings in respect of the plaintiffs’ entitlement to shares in NCPL and their liability to pay for such shares | |
| Suit 94 was discontinued | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Wong breached the agreement by unilaterally altering the share structure of NCPL.
- Category: Substantive
- Sub-Issues:
- Failure to adhere to agreed shareholding
- Unilateral alteration of share structure
- Specific Performance
- Outcome: The court ordered specific performance, finding that damages would not be an adequate remedy and that specific performance would not cause Wong substantial hardship.
- Category: Remedial
- Sub-Issues:
- Adequacy of damages
- Hardship to defendant
- Fiduciary Duty
- Outcome: The court declined to impose a constructive trust, finding that Wong did not owe the plaintiffs fiduciary duties.
- Category: Substantive
8. Remedies Sought
- Specific Performance
- Rectification of Share Register
- Share Transfer
- Declaration of Trust
- Account of Profits
9. Cause of Actions
- Breach of Contract
- Enforcement of Agreement
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
11. Industries
- Restaurant
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals | Court of Appeal | Yes | [2006] 3 SLR(R) 769 | Singapore | Cited for the principle that a party who wishes to introduce documents into evidence must comply with the salient principles of the Evidence Act. |
| Oversea-Chinese Banking Corp Ltd v Frankel Motor Pte Ltd and others | High Court | No | [2009] 3 SLR(R) 623 | Singapore | Cited for the principle that a plea of non est factum will not be entertained if the party relying upon it was oblivious to the contents of the document signed due to his negligence and carelessness. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited for the principles governing the grant of specific performance, including whether damages would be an adequate remedy and whether the person against whom the relief is sought would suffer substantial hardship. |
| Stickney v Keeble | House of Lords | Yes | [1915] AC 386 | England and Wales | Cited for the principle that equity will only grant specific performance if under all the circumstances, it is just and equitable to do so. |
| Chua Kwok Fun Kevin v Etons Management Consultants Pte Ltd | High Court | Yes | [1999] 1 SLR(R) 1088 | Singapore | Cited for factors affecting the court’s discretion in granting specific performance, including considerations such as whether damages would be an adequate remedy and whether the person against whom the relief of specific performance is being sought would suffer substantial hardship. |
| Pamaron Holdings Sdn Bhd v Ganda Holdings Bhd | Supreme Court | Yes | [1988] 3 MLJ 346 | Malaysia | Cited for the principle that a seller of shares not freely saleable in the open market is entitled to specific performance. |
| Duncuft v Albrecht | Court of Chancery | Yes | (1841) 12 Sim 189 | England and Wales | Cited for the principle that the court decreed specific performance for the sale of shares which were limited in number and not always available in the open market. |
| Susilawati v American Express Bank | Court of Appeal | No | [2009] 2 SLR(R) 737 | Singapore | Cited for the common features of a fiduciary relationship. |
| Frame v Smith | Supreme Court of Canada | Yes | [1987] 2 SCR 99 | Canada | Cited for the characteristics of relationships in which fiduciary obligations have been imposed. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Shareholding
- Share Transfer
- Share Register
- Specific Performance
- Fiduciary Duty
- Dry Money
- Investment Capital
- Share Capital
15.2 Keywords
- Shareholder Dispute
- Breach of Contract
- Specific Performance
- Shareholding Agreement
- Restaurant Business
17. Areas of Law
16. Subjects
- Contract Dispute
- Shareholder Agreement
- Corporate Governance