Strategic Worldwide Assets Ltd v Sandz Solutions: Dividend Claim & Conspiracy

Strategic Worldwide Assets Ltd sued Sandz Solutions (Singapore) Pte Ltd and others in the High Court of Singapore, seeking payment of dividends as a 25% shareholder. The defendants, including Lawrence Liaw, Koh Siang Ling Alina, and Tan Jeck Min, brought third-party proceedings against Tan Choon Wee and John Poon Seng Fatt for indemnity and counterclaimed against Strategic, Tan, and Poon for conspiracy. The court, presided over by Judith Prakash J, ruled in favor of Strategic, finding that Strategic was entitled to the dividends and dismissing the defendants' counterclaim and third-party action.

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

Shareholder Strategic Worldwide sued Sandz Solutions for unpaid dividends. The court ruled in favor of Strategic, dismissing the defendants' counterclaim for conspiracy.

1.7 Decision Date

25 August 2013

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Choon Wee	Third Party, Defendant	Individual	Claim Dismissed	Neutral	Ronnie Tan of Central Chambers Law Corporation Rajendran Kumaresan of Central Chambers Law Corporation
Sandz Solutions (Singapore) Pte Ltd	Defendant	Corporation	Claim Dismissed	Lost	Low Chai Chong of Rodyk & Davidson LLP Daryl Ong of Rodyk & Davidson LLP Benjamin Yam of Rodyk & Davidson LLP
Lawrence Liaw Shoo Khen	Defendant	Individual	Claim Dismissed	Lost	Low Chai Chong of Rodyk & Davidson LLP Daryl Ong of Rodyk & Davidson LLP Benjamin Yam of Rodyk & Davidson LLP
Koh Siang Ling Alina	Defendant	Individual	Claim Dismissed	Lost	Low Chai Chong of Rodyk & Davidson LLP Daryl Ong of Rodyk & Davidson LLP Benjamin Yam of Rodyk & Davidson LLP
Tan Jeck Min	Defendant	Individual	Claim Dismissed	Lost	Low Chai Chong of Rodyk & Davidson LLP Daryl Ong of Rodyk & Davidson LLP Benjamin Yam of Rodyk & Davidson LLP
Strategic Worldwide Assets Ltd	Plaintiff, Defendant	Corporation	Judgment for Plaintiff	Won	Devinder Rai of ACIES Law Corporation
John Poon Seng Fatt	Third Party, Defendant	Individual	Claim Dismissed	Neutral	Kelly Yap of Oon & Bazul LLP Morgan Chng of Oon & Bazul LLP

3. Judges

Judge Name	Title	Delivered Judgment
Judith Prakash	Judge	Yes

4. Counsels

Counsel Name	Organization
Ronnie Tan	Central Chambers Law Corporation
Rajendran Kumaresan	Central Chambers Law Corporation
Low Chai Chong	Rodyk & Davidson LLP
Daryl Ong	Rodyk & Davidson LLP
Benjamin Yam	Rodyk & Davidson LLP
Devinder Rai	ACIES Law Corporation
Kelly Yap	Oon & Bazul LLP
Morgan Chng	Oon & Bazul LLP

4. Facts

Strategic claimed unpaid dividends from Sandz, where it held a 25% stake.
The defendants argued Strategic was not a shareholder when dividends were declared.
The defendants claimed Mr. Tan represented that Mr. Liaw could keep the dividends.
Mr. Liaw acquired the SES stake on April 9, 2007, with funds from Strategic.
Strategic became the registered shareholder on April 20, 2007.
The Lexicon SPA was signed on May 30, 2007, and later unwound.
Disagreements arose between Lexicon and the defendants after the Lexicon SPA was completed.

5. Formal Citations

Strategic Worldwide Assets Ltd v Sandz Solutions (Singapore) Pte Ltd and others (Tan Choon Wee and another, third parties), Suit No 506 of 2009, [2013] SGHC 162

6. Timeline

Date	Event
1999-01-01	Sandz Solutions (Singapore) Pte Ltd established
2004-01-01	SES Systems Pte Ltd invested in Sandz
2006-01-01	Mr. Liaw made plans to list Sandz on the Malaysian Stock Exchange
2006-12-01	Mr. Poon transferred his shares and directorship in Strategic Worldwide Assets Ltd to Mr. Ng
2007-01-19	Mr. Liaw introduced to Mr. Tan
2007-02-02	Email sent from Mr. Liaw to Mr. Tan summarizing discussions
2007-02-06	Mr. Liaw sent Mr. Tan the group financial report of Sandz
2007-02-27	Draft agreement for sale and purchase of SES stake sent to Mr. Liaw by Mr. Tan
2007-03-06	Mr. Liaw sent email to Mr. Tan regarding SES shares
2007-03-06	Mr. Liaw first met Mr. Ang
2007-03-12	Mr. Liaw made an offer to SES to purchase its stake
2007-03-15	Email dated showing Mr. Tan accepted in principle to provide additional working capital of $5m
2007-03-26	Strategic paid $2.5m into Mr. Liaw’s bank account
2007-03-01	Strategic SPA signed
2007-04-09	SES transferred its shares to Mr. Liaw
2007-04-11	First director's resolution for interim dividend payment
2007-04-16	Second director's resolution for interim dividend payment
2007-04-20	Strategic became the registered shareholder of the 750,000 shares
2007-05-08	Parties signed a term sheet
2007-05-16	First payment of dividends made
2007-05-30	Sale and purchase agreement between Lexicon and the shareholders of Sandz signed
2007-05-31	$1.872m worth of the first dividend had been paid out
2007-06-14	Second dividend declared
2007-07-16	Sandz informed the SIC that Strategic was the investment vehicle of Mr. Poon
2007-07-25	Sandz sent a further email to SIC stating that Mr. Poon has a controlling interest in Strategic
2007-10-02	Lexicon SPA completed
2008-03-25	Mr Liaw filed an affidavit in Suit 176 of 2008
2008-07-23	Oral invitation made to Strategic to take part in the unwinding
2009-05-01	Strategic wrote to Sandz asking for an account of dividends
2009-08-24	Strategic entered into a conditional deed of settlement
2009-01-01	Present action commenced
2012-01-09	Mr. Liaw's AEIC filed
2012-03-28	Mr. Liaw made a supplementary AEIC
2013-08-26	Judgment reserved

7. Legal Issues

Entitlement to Dividends
- Outcome: The court held that Strategic was entitled to the dividends as the beneficial owner of the shares, regardless of the registration date or the Lexicon SPA.
- Category: Substantive
- Sub-Issues:
  - Shareholder status at the time of dividend declaration
  - Transfer of rights under a sale and purchase agreement
Breach of Warranty of Authority
- Outcome: The court found that Mr. Tan did not make the alleged representation, so there was no breach of warranty of authority.
- Category: Substantive
Conspiracy to Injure
- Outcome: The court dismissed the conspiracy claim, finding no unlawful means or predominant purpose of causing injury.
- Category: Substantive
Agency Relationship
- Outcome: The court found that Mr. Liaw acted as an agent for Strategic in acquiring the SES stake.
- Category: Substantive

8. Remedies Sought

Payment of dividends
Damages for conspiracy
Indemnity

9. Cause of Actions

Claim for unpaid dividends
Conspiracy to injure

10. Practice Areas

Commercial Litigation
Corporate Law

11. Industries

Information Technology
Venture Capital
Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Branwhite v Worcester Works Finance Ltd	House of Lords	Yes	[1969] 1 AC 552	United Kingdom	Cited for the principle that agency can be implied from a state of facts, even if the parties deny the relationship.
Crawford Adjusters and others v Sagicor General Insurance (Cayman) Limited and another	Privy Council	Yes	[2013] UKPC 17	United Kingdom	Cited for extending the cause of action for malicious prosecution to wrongful civil claims, but noted as not yet applied in Singapore.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Dividends
Shareholder
Strategic SPA
Lexicon SPA
Representations
SES stake
Net asset value
Agency
Conspiracy
Unwinding

15.2 Keywords

dividends
shareholder
conspiracy
agency
Sandz Solutions
Strategic Worldwide Assets
Lexicon
Tan Choon Wee
Lawrence Liaw

17. Areas of Law

Area Name	Relevance Score
Company Law	75
Contract Law	60
Corporate Law	60
Commercial Disputes	50
Breach of Contract	50
Misrepresentation	40
Fraud and Deceit	40
Agency Law	30
Inducement of Breach of Contract	30
Shareholders Agreement	30
Constructive Trust	20
Corporate Governance	20
Fiduciary Duties	20
Conspiracy by Unlawful Means	20
Arbitration	20

16. Subjects

Corporate Law
Shareholder Disputes
Contract Law
Agency Law