Goi Wang Firn v Chee Kow Ngee Sing: Express Trust, Beneficiary Principle

The plaintiffs, Goi Wang Firn and others, executors of the estate of Mr. Goi Lai Soon, sought declarations that a leasehold property was part of the deceased's estate. The defendant, Chee Kow Ngee Sing (Pte) Ltd, a family-run company, counterclaimed that the deceased held the property on express trust for the company. The High Court dismissed the plaintiffs' appeal, upholding the Assistant Registrar's decision to strike out the plaintiffs' claim and enter judgment for the defendant, finding that the deceased had indeed declared an express trust over the leasehold for the benefit of the defendant.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal dismissed with costs. The court upheld the Assistant Registrar’s order to strike out the plaintiffs’ claim and for judgment to be entered on the defendant’s counterclaim.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case concerning an ownership dispute over a leasehold property and the validity of an express trust for a company.

1.7 Decision Date

16 December 2014

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Goi Wang Firn (Ni Wanfen)	Appellant, Plaintiff	Individual	Claim Dismissed	Lost	James Ponniah of Wong & Lim Leong Sue Lynn of Wong & Lim
Chee Kow Ngee Sing (Pte) Ltd	Respondent, Defendant	Corporation	Counterclaim Allowed	Won	Yeo Zhen Xiong of Wee Swee Teow & Co Tan Hsuan Boon of Wee Swee Teow & Co

3. Judges

Judge Name	Title	Delivered Judgment
Steven Chong J	Judge	Yes

4. Counsels

Counsel Name	Organization
James Ponniah	Wong & Lim
Leong Sue Lynn	Wong & Lim
Yeo Zhen Xiong	Wee Swee Teow & Co
Tan Hsuan Boon	Wee Swee Teow & Co

4. Facts

The plaintiffs are the children of the deceased, Mr. Goi Lai Soon, and the executors of his estate.
The defendant is a family-run company, Chee Kow Ngee Sing (Pte) Ltd, where the deceased was a director and shareholder.
The dispute concerns a 999-year leasehold property registered in the deceased's name.
The defendant claims the deceased held the property on express trust for the company, supported by documentary evidence.
The plaintiffs sought declarations that the property was part of the deceased's estate.
The defendant counterclaimed for a declaration that the deceased held the property on trust for the defendant.
The Deceased made declarations in audited accounts and affidavits that he held the Leasehold on trust for the defendant.

5. Formal Citations

Goi Wang Firn (Ni Wanfen) and others v Chee Kow Ngee Sing (Pte) Ltd, Suit No 1016 of 2013 (Registrar's Appeal No 329 of 2014), [2014] SGHC 261

6. Timeline

Date	Event
1968-06-19	Sale and purchase agreement of the Leasehold between Goldhill Properties Limited and Ang Peow Tian and Lim Poo @ Lim Guat Poo.
1969-02-12	The Deceased entered into an agreement with Ang and Lim to take over their rights, interests and obligations under the existing sale and purchase agreement.
1969-10-13	Chee Kow Ngee Sing (Pte) Ltd incorporated in Singapore.
1970-01-01	Leasehold property commencing date.
1973-08-02	The Deceased entered into an agreement with GPL to transfer the Leasehold to the Deceased.
1981-09-03	Subsidiary Certificate of Title to the Leasehold was issued in the name of the Deceased.
1982-01-01	First declaration of trust appeared in the defendant’s audited accounts.
1986-10-23	Directors’ meeting of the defendant where the Deceased stated that “the [Partnership] was incorporated as a Limited Company”.
2000-06-29	Affidavit filed by the Deceased in DC Suit No 928/2000.
2000-11-16	Affidavit filed by the Deceased in DC Suit No 928/2000.
2003-12-01	Letter sent to the defendant’s company secretary, Ongserve Management.
2011-09-16	Mr Goi Lai Soon passed away.
2013-07-23	Probate of the Deceased’s will was granted to the plaintiffs.
2013-07-26	Probate of the Deceased’s will was extracted.
2013-11-07	Plaintiffs filed their Statement of Claim.
2014-01-09	Defendant filed its Defence and Counterclaim.
2014-02-10	Plaintiffs filed their Reply and Defence to the Counterclaim.
2014-07-29	Defendant filed Summons No 3703 of 2014 to strike out the plaintiffs’ claim.
2014-09-19	Order in terms of the defendant’s application was granted by the Assistant Registrar.
2014-10-23	Appeal came up for hearing before Steven Chong J.
2014-12-17	Judgment reserved.

7. Legal Issues

Validity of Express Trust
- Outcome: The court held that the express trust was valid, finding no legal impediment to a company being a beneficiary and that the rule against perpetuities was not offended.
- Category: Substantive
- Sub-Issues:
  - Beneficiary Principle
  - Certainty of Intention
  - Rule Against Perpetuities
- Related Cases:
  - [1969] 1 Ch 373
  - 9 Ves 399
  - [1949] 1 Ch 498
  - [1952] 1 Ch 534
  - [1960] 1 Ch 232
  - [1917] AC 406
  - [2001] SASC 73
  - [1980] 1 WLR 360
  - [1984] 1 NZLR 586
  - [2011] SGHC 249
  - [2012] 4 SLR 546
  - [1997] 3 SLR(R) 649
  - [2000] 2 SLR(R) 455
  - [1995] 1 SLR(R) 560
  - [2005] 4 SLR(R) 380
  - [2002] 2 AC 164
  - [1988] 1 SLR(R) 53
Striking Out a Claim
- Outcome: The court upheld the Assistant Registrar’s order to strike out the plaintiffs’ claim under O 18 r 19(1)(b) and/or O 18 r 19(1)(d) of the ROC.
- Category: Procedural
- Sub-Issues:
  - Scandalous, frivolous or vexatious claim
  - Abuse of process of court
- Related Cases:
  - [2011] SGHC 249
  - [2012] 4 SLR 546
  - [1997] 3 SLR(R) 649
  - [2000] 2 SLR(R) 455

8. Remedies Sought

Declaration of Ownership
Order for Transfer of Property

9. Cause of Actions

Declaration of Beneficial Ownership
Breach of Trust

10. Practice Areas

Trusts
Civil Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
In re Denley’s Trust Deed	Chancery Division	Yes	[1969] 1 Ch 373	England and Wales	Discussed in relation to whether a trust for corporate beneficiaries must have a clearly prescribed purpose to benefit human beings and be limited in duration within the common law perpetuity period.
Morice v Bishop of Durham	High Court of Chancery	Yes	9 Ves 399	England and Wales	Cited as one of the underlying cases to determine whether they stand for the proposition that an express trust cannot be created for a non-human beneficiary.
In re Wood, decd	Chancery Division	Yes	[1949] 1 Ch 498	England and Wales	Cited as one of the underlying cases to determine whether they stand for the proposition that an express trust cannot be created for a non-human beneficiary.
In re Astor’s Settlement Trusts	Chancery Division	Yes	[1952] 1 Ch 534	England and Wales	Cited as one of the underlying cases to determine whether they stand for the proposition that an express trust cannot be created for a non-human beneficiary.
In re Endacott, decd	Court of Appeal	Yes	[1960] 1 Ch 232	England and Wales	Cited as one of the underlying cases to determine whether they stand for the proposition that an express trust cannot be created for a non-human beneficiary.
Bowman and others v Secular Society Limited	House of Lords	Yes	[1917] AC 406	United Kingdom	Cited to support the statement that a trust to be valid must be for the benefit of individuals.
Strathalbyn Show Jumping Club Inc v Mayes	Supreme Court of South Australia	Yes	[2001] SASC 73	Australia	Cited as a case that interpreted the trust in Re Denley’s Trust as involving more obviously a ‘purpose’ trust.
In re Grant’s Will Trusts	High Court of Justice	Yes	[1980] 1 WLR 360	England and Wales	Cited as a case that found that Re Denley's Trust falls altogether outside the categories of purpose trusts.
Foreman v Hazard	High Court	Yes	[1984] 1 NZLR 586	New Zealand	Cited as an authority which alludes to the possibility of companies being beneficiaries under an express trust.
Hong Alvin v Chia Quee Khee	High Court	Yes	[2011] SGHC 249	Singapore	Cited regarding the court's power to strike out a claim to protect a party from being harassed and put to trouble and expense of preparing for a trial.
The “Bunga Melati 5”	Court of Appeal	Yes	[2012] 4 SLR 546	Singapore	Cited regarding when an action is shown to be plainly or obviously unsustainable.
Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others	High Court	Yes	[1997] 3 SLR(R) 649	Singapore	Cited regarding preventing the judicial process from being used as a means of vexation and oppression in the process of litigation.
Kim Hok Yung and others v Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank) (Lee Mon Sun, third party)	High Court	Yes	[2000] 2 SLR(R) 455	Singapore	Cited regarding claims falling into the category of hopeless or doomed to fail.
Ching Mun Fong (representative of the estate of Tan Geok Tee, deceased) and another v Peng Ann Realty Pte Ltd and another appeal	Court of Appeal	Yes	[1995] 1 SLR(R) 560	Singapore	Cited in support of the argument that the Deceased’s two affidavits constitute inadmissible hearsay evidence.
State of Johor and another v Tunku Alam Shah ibni Tunku Abdul Rahman and others	High Court	Yes	[2005] 4 SLR(R) 380	Singapore	Cited regarding the effect of the rule against perpetuities.
Twinsectra Ltd v Yardley and others	House of Lords	Yes	[2002] 2 AC 164	United Kingdom	Cited regarding a settlor may be held to have created a trust if he enters into arrangements which have that effect without him actually appreciating that they do so: this is so long as he intends to enter into those arrangements.
Hongkong Bank Trustee (Singapore) Ltd v Tan Farrer and others	High Court	Yes	[1988] 1 SLR(R) 53	Singapore	Cited regarding certain recognised classes of anomalous purpose trusts, such as those for the erection or maintenance of monuments and graves, which constitute exceptions to the “beneficiary principle”.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Civil Law Act (Cap 43, 1999 Rev Ed)	Singapore
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Government Proceedings Act (Cap 121, 1985 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Express Trust
Beneficiary Principle
Certainty of Intention
Rule Against Perpetuities
Leasehold
Declaration of Trust
Audited Accounts
Affidavit
Corporate Beneficiary

15.2 Keywords

Trust
Beneficiary
Company
Leasehold
Singapore
Property
Estate
Declaration
Intention
Perpetuity

17. Areas of Law

Area Name	Relevance Score
Trust Law	95
Property Law	60
Evidence Law	40
Civil Procedure	30
Affidavits	20
Corporate Law	15
Contract Law	10

16. Subjects

Trusts
Property Law
Equity