Ng Chee Weng v Lim Jit Ming Bryan: Recovery of Dividends & Share Ownership Dispute

In Ng Chee Weng v Lim Jit Ming Bryan, the Singapore Court of Appeal heard a case involving a claim by Ng Chee Weng against Lim Jit Ming Bryan for the recovery of dividends declared and paid out by a company, SinCo Technologies Pte Ltd. The claim was based on an alleged settlement agreement and a trust argument. The trial judge dismissed the claim, but the Court of Appeal allowed the appeal in part, finding that the shares were sold in 2007, not 2002, entitling Ng Chee Weng to dividends from 2003-2006. The court affirmed the trial judge's decision that a settlement agreement existed but was repudiated by Ng Chee Weng.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The Court of Appeal addressed a dispute over dividend recovery and share ownership, focusing on a settlement agreement and trust claims.

1.7 Decision Date

11 March 2015

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ng Chee Weng	Appellant, Respondent	Individual	Appeal allowed in part	Partial	Narayanan Vijya Kumar of Vijay & Co Richard Lester Millett QC of Vijay & Co Niroze Idroos of Vijay & Co
Lim Jit Ming Bryan	Respondent, Appellant	Individual	Appeal dismissed	Lost	Lin Shumin of Drew & Napier LLC Woo Shu Yan of Drew & Napier LLC Tan Yuan Kheng of Drew & Napier LLC Cavinder Bull SC of Drew & Napier LLC Vikram Raja Rajaram of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Sundaresh Menon	Chief Justice	Yes
Andrew Phang Boon Leong	Justice of the Court of Appeal	Yes
Steven Chong	Judge	Yes

4. Counsels

Counsel Name	Organization
Narayanan Vijya Kumar	Vijay & Co
Richard Lester Millett QC	Vijay & Co
Niroze Idroos	Vijay & Co
Lin Shumin	Drew & Napier LLC
Woo Shu Yan	Drew & Napier LLC
Tan Yuan Kheng	Drew & Napier LLC
Cavinder Bull SC	Drew & Napier LLC
Vikram Raja Rajaram	Drew & Napier LLC

4. Facts

Ng Chee Weng and Lim Jit Ming Bryan were friends who established SinCo Technologies Pte Ltd.
Ng Chee Weng transferred shares to Lim Jit Ming Bryan in 2002.
A dispute arose over the dividends declared and paid by SinCo between 2003 and 2006.
Ng Chee Weng claimed the shares were held on trust by Lim Jit Ming Bryan until 2007.
Settlement negotiations took place in 2009, with an initial agreement for $4.5 million.
Ng Chee Weng later rejected the $4.5 million settlement and demanded $6.5 million.
Lim Jit Ming Bryan claimed the shares were sold outright in 2002, with deferred payment.

5. Formal Citations

Ng Chee Weng v Lim Jit Ming Bryan and another and another appeal, Civil Appeals Nos 77 and 79 of 2014, [2015] SGCA 13

6. Timeline

Date	Event
1985-01-01	Ng Chee Weng and Lim Jit Ming Bryan met and became friends.
1995-01-01	Ng Chee Weng agreed to help Lim Jit Ming Bryan set up SinCo Technologies Pte Ltd.
1995-11-01	SinCo Technologies Pte Ltd was incorporated.
2002-03-15	Ng Chee Weng wrote to the company secretary of SinCo, stating his wish to relinquish his shareholding.
2002-04-17	Ng Chee Weng signed a share transfer form transferring 175,000 ordinary shares to Lim Jit Ming Bryan.
2002-04-17	A company resolution was passed approving the transfer of shares from Ng Chee Weng to Lim Jit Ming Bryan.
2002-09-06	Perry Ong resigned as a director at SinCo's annual general meeting.
2003-01-06	Perry Ong sold his shares.
2009-03-18	Ng Chee Weng approached Lim Jit Ming Bryan for his share of the dividends declared and paid between 2003 and 2006.
2009-03-23	Ng Chee Weng visited Roy Ng to enlist his assistance in respect of the dividends claim.
2009-03-31	Ng Chee Weng allegedly agreed to accept $4.5m in full settlement of his dividends claim.
2009-04-14	Roy Ng received a call from Lim Jit Ming Bryan stating that he was ready to make partial payment of the Settlement.
2009-04-15	Ng Chee Weng sent a text message to Roy Ng rejecting Lim Jit Ming Bryan's offer of $4.5m.
2009-04-16	Ng Chee Weng sent an email to Terence Ng and Lim Jit Ming Bryan describing the settlement negotiations.
2009-04-21	Ng Chee Weng sent another email to Terence Ng and Lim Jit Ming Bryan repeating that he had turned down Lim Jit Ming Bryan's offer of $4.5m.
2009-04-24	Ng Chee Weng met with Roy Ng, who then called Lim Jit Ming Bryan.
2009-05-13	Lim Jit Ming Bryan sent an email asking why Ng Chee Weng was alleging that he held the Shares on trust for him.
2009-05-26	Ng Chee Weng commenced the present action.
2014-01-01	Trial Judge held in favour of the defendants.
2014-01-01	Plaintiff appealed against the whole of the Judgment in Civil Appeal No 77 of 2014.
2014-01-01	Defendants appealed against only that part of the Judgment which held that the plaintiff and the first defendant had entered into a settlement agreement in Civil Appeal No 79 of 2014.
2015-03-12	Court of Appeal delivered judgment.

7. Legal Issues

Breach of Contract
- Outcome: The court found that a settlement agreement existed but was repudiated by the plaintiff, and the repudiation was accepted by the defendant.
- Category: Substantive
- Sub-Issues:
  - Repudiation of settlement agreement
  - Existence of settlement agreement
Trust
- Outcome: The court found that the shares were sold in 2007, implying a trust existed between 2002 and 2007, entitling the plaintiff to dividends from 2003-2006.
- Category: Substantive
- Sub-Issues:
  - Beneficial ownership of shares
  - Entitlement to dividends

8. Remedies Sought

Monetary Damages
Account of Profits

9. Cause of Actions

Breach of Contract
Breach of Trust
Recovery of Dividends

10. Practice Areas

Commercial Litigation
Appeals

11. Industries

Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ng Chee Weng v Lim Jit Ming Bryan and another	High Court	Yes	[2014] SGHC 77	Singapore	The judgment under appeal. The Court of Appeal reviewed and partially overturned the High Court's decision.
San International Pte Ltd v Keppel Engineering Pte Ltd	Court of Appeal	Yes	[1998] 3 SLR(R) 447	Singapore	Cited for the legal principle on repudiatory breach by renunciation.
Alliance Concrete Singapore Pte Ltd v Sato Kogyo (S) Pte Ltd	Court of Appeal	Yes	[2014] 3 SLR 857	Singapore	Cited for the legal principle on repudiatory breach by renunciation.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited for the principle that continued negotiations may disclose an agreed rescission of an already concluded contract.
Loo Chay Sit v Estate of Loo Chay Loo, deceased	Court of Appeal	Yes	[2010] 1 SLR 286	Singapore	Cited for the meaning of 'not proved' under s 3(5) of the Evidence Act.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Settlement Agreement
Repudiation
Trust
Dividends
Share Transfer
Beneficial Ownership
Deferred Payment
Paper Transfer

15.2 Keywords

dividends
shares
settlement agreement
trust
repudiation
Singapore
SinCo Technologies

17. Areas of Law

Area Name	Relevance Score
Trust Law	80
Contract Law	75
Company Law	60
Commercial Disputes	50
Evidence Law	40
Estoppel	30
Civil Procedure	30
Resulting Trust	20
Damages	20
Constructive Trust	20

16. Subjects

Contract Dispute
Trust Dispute
Shareholder Rights
Dividend Entitlement