Ng Chee Weng v Lim Jit Ming Bryan: Dispute over SinCo Technologies Dividends and Share Transfer

In 2009, Ng Chee Weng sued Lim Jit Ming Bryan and his wife in the High Court of Singapore, claiming entitlement to dividends declared by SinCo Technologies Pte Ltd between 2003 and 2006. Ng argued that he had transferred his shares to Lim in 2002 but only sold them in 2007, thus entitling him to the dividends. He also claimed a settlement agreement for $4.5 million was reached but later repudiated. Prakash J. dismissed Ng's claim, finding that Ng failed to prove he only sold his shares in 2007 and that the settlement agreement was unenforceable due to Ng's repudiation.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Plaintiff's case is dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment Reserved

1.5 Jurisdiction

Singapore

1.6 Description

Ng Chee Weng sued Lim Jit Ming Bryan over unpaid dividends from SinCo Technologies. The court dismissed Ng's claim.

1.7 Decision Date

15 April 2014

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ng Chee Weng	Plaintiff	Individual	Case Dismissed	Lost	Geraldine Andrews of Vijay and Co Vijay Kumar of Vijay and Co
Lim Jit Ming Bryan	Defendant	Individual	Judgment for Defendant	Won	Cavinder Bull of Drew & Napier LLC Lin Shumin of Drew & Napier LLC Woo Shu Yan of Drew & Napier LLC
Lim Jit Ming Bryan's Wife	Defendant	Individual	Judgment for Defendant	Won	Cavinder Bull of Drew & Napier LLC Lin Shumin of Drew & Napier LLC Woo Shu Yan of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Judith Prakash	Judge	Yes

4. Counsels

Counsel Name	Organization
Geraldine Andrews	Vijay and Co
Vijay Kumar	Vijay and Co
Cavinder Bull	Drew & Napier LLC
Lin Shumin	Drew & Napier LLC
Woo Shu Yan	Drew & Napier LLC

4. Facts

Ng Chee Weng held shares in SinCo Technologies, some on trust for Lim Jit Ming Bryan.
Ng Chee Weng transferred shares to Lim Jit Ming Bryan in 2002.
Ng Chee Weng claimed the 2002 transfer was a paper transfer, with actual sale in 2007.
Ng Chee Weng sought dividends declared by SinCo between 2003 and 2006.
A settlement agreement for $4.5 million was allegedly reached on 31 March 2009.
Ng Chee Weng later rejected the $4.5 million settlement offer.
Lim Jit Ming Bryan claimed the shares were purchased outright in 2002.

5. Formal Citations

Ng Chee Weng v Lim Jit Ming Bryan and another, Suit No 453 of 2009, [2014] SGHC 77

6. Timeline

Date	Event
1995-11-01	SinCo Technologies Pte Ltd incorporated.
2002-03-15	Ng Chee Weng offered to relinquish shares in SinCo.
2002-04-17	Ng Chee Weng transferred shares to Lim Jit Ming Bryan.
2005-01-01	Ng Chee Weng resigned as director of SinCo.
2009-03-31	Alleged settlement agreement reached between Ng Chee Weng and Lim Jit Ming Bryan.
2009-04-15	Ng Chee Weng rejected settlement offer.
2009-05-01	Action started against Lim Jit Ming Bryan.
2014-04-16	Judgment Date

7. Legal Issues

Breach of Contract
- Outcome: The court found that the settlement agreement was repudiated by the plaintiff and therefore unenforceable.
- Category: Substantive
Constructive Trust
- Outcome: The court found that the plaintiff failed to prove that Lim Jit Ming Bryan held dividends on constructive trust for him.
- Category: Substantive

8. Remedies Sought

Monetary Damages
Account of Profits

9. Cause of Actions

Breach of Contract
Constructive Trust

10. Practice Areas

Commercial Litigation

11. Industries

Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Gay Choon Ing v Loh Sze Ti Terence Peter	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited regarding rescission of a concluded contract through continued negotiations.
Stocznia Gdanska v Latvian Shipping Co and others	N/A	Yes	[2001] 1 Lloyd’s Rep 537	England	Cited regarding repudiation of contracts through renegotiation attempts.

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
Share Transfer
Settlement Agreement
Repudiation
Constructive Trust
Beneficial Ownership

15.2 Keywords

dividends
share transfer
settlement
repudiation
trust
SinCo Technologies

17. Areas of Law

Area Name	Relevance Score
Company Law	70
Contract Law	60
Trust Law	50
Commercial Disputes	40
Estoppel	30
Fraud and Deceit	20
Misrepresentation	20

16. Subjects

Contract Dispute
Trusts
Shareholder Rights