Chiam Heng Hsien v Chiam Heng Chow: Partnership Dispute over Mitre Hotel Sale Proceeds

Chiam Heng Hsien, on his own behalf and as a partner of Mitre Hotel Proprietors (MHP), appealed against the High Court's decision dismissing his claim that Chiam Heng Chow (executor of the estate of Chiam Toh Say, deceased) and others were not partners of MHP and thus had no interest in the proceeds from the sale of the Mitre Hotel. The Court of Appeal allowed the appeal in part, reversing the decision that Chiam Heng Chow's estate were partners, but affirmed the decision that Chiam Toh Tong's and Chiam Toh Kai's estates were partners. The court determined the parties' respective shares in MHP.

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

Written Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Partnership dispute over Mitre Hotel sale proceeds. Court of Appeal determined partnership shares after disallowing one estate's claim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Chiam Heng HsienAppellantIndividualAppeal Allowed in PartPartialEdwin Lee Peng Khoon, Fu Xianglin Lesley, Jin Shan
Chiam Heng ChowRespondentIndividualClaim DismissedDismissedMoey Chin Woon Michael
Chiam Toh SayRespondentIndividualClaim DismissedDismissedMoey Chin Woon Michael
Chiam Toh TongRespondentIndividualClaim DismissedDismissed
Chiam Toh KaiRespondentIndividualClaim DismissedDismissedPrem Kumar Gurbani

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeYes
Chao Hick TinJustice of the Court of AppealNo
Steven ChongJudgeNo

4. Counsels

Counsel NameOrganization
Edwin Lee Peng KhoonEldan Law LLP
Fu Xianglin LesleyEldan Law LLP
Jin ShanEldan Law LLP
Moey Chin Woon MichaelMoey & Yuen
Wee Chow Sing PatrickPatrick Wee & Partners
Prem Kumar GurbaniGurbani & Co LLC

4. Facts

  1. The Appellant sought a declaration that the Respondents were not partners of MHP.
  2. The Property was sold on 1 March 2010 pursuant to an Order of Court.
  3. The Appellant was admitted as a partner of MHP on 19 November 1974.
  4. The Respondents defend the action as personal representatives of original partners of MHP.
  5. MHP was constituted to take over the running of the hotel business.
  6. The one-tenth undivided share in the Property was conveyed to Toh Say on 29 September 1952.
  7. Toh Say executed a declaration of trust on 21 October 1952.
  8. Toh Moo passed away in February 1961.
  9. Toh Tong passed away on 17 May 1969.
  10. Toh Kai passed away on 20 June 1993.
  11. MHP’s registration with ACRA was cancelled on or about 3 May 2011.

5. Formal Citations

  1. Chiam Heng Hsien (on his own behalf and as partner of Mitre Hotel Proprietors) v Chiam Heng Chow (executor of the estate of Chiam Toh Say, deceased) and others, Civil Appeal No 63 of 2014, [2015] SGCA 27

6. Timeline

DateEvent
Earlier partnership dissolved
Deed of dissolution signed
Partnership Deed entered into
One-tenth undivided share in the Property conveyed to Toh Say
Trust Deed executed
Toh Moo passed away
Deed of Gift executed, transferring share in MHP to Appellant
Toh Tong passed away
Appellant admitted as partner of MHP
Toh Say issued a notice of dissolution
Toh Lew passed away
Toh Say commenced an action against MHP
First Deed of Appointment signed
Heng Pout adjudged a bankrupt
Toh Say passed away
Toh Kai passed away
Suit No 2439 of 1993 commenced
Judgment entered against the Appellant
Second Deed of Appointment signed
Originating Summons No 136 of 2002 commenced
Co-owners of the Property commenced OS 830/2006
Property sold
Originating Summons No 1123 of 2010 filed
MHP’s registration with ACRA was cancelled
Suit commenced by the Appellant
Judgment reserved

7. Legal Issues

  1. Partnership
    • Outcome: The Court of Appeal reversed the decision that Chiam Heng Chow's estate were partners, but affirmed the decision that Chiam Toh Tong's and Chiam Toh Kai's estates were partners.
    • Category: Substantive
    • Sub-Issues:
      • Admission of partners
      • Dissolution of partnership
      • Beneficial interest in partnership property
      • Limitation of actions
  2. Consent
    • Outcome: The court found that the Appellant did not consent to the admission of the 1st and 2nd Respondents as partners of MHP following the demise of Toh Say.
    • Category: Substantive
    • Sub-Issues:
      • Implied consent
      • Silent inactivity
  3. Limitation Act
    • Outcome: The court found that any claim that the 1st and 2nd Respondents might have had to the share of the Sale Proceeds has now become time-barred.
    • Category: Procedural
    • Sub-Issues:
      • Accrual of debt
      • Trust property

8. Remedies Sought

  1. Declaration that Respondents have no interest in Sale Proceeds
  2. Order for Sale Proceeds to be paid to Appellant

9. Cause of Actions

  • Breach of Partnership Agreement
  • Declaration of Interest in Property

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Hospitality

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chiam Heng Hsien (on his own behalf and as partner of Mitre Hotel Proprietors) v Chiam Heng Chow (executor of the estate of Chiam Toh Say, deceased) and othersHigh CourtYes[2014] SGHC 119SingaporeCited as the judgment under appeal; the Court of Appeal reversed part of the High Court's decision.
Chiam Heng Chow and another (executors of the estate of Chiam Toh Say, deceased) v Mitre Hotel (Proprietors) (a firm) and othersCourt of AppealYes[1993] 2 SLR(R) 894SingaporeCited for the holding that Toh Say remained a partner of MHP and was entitled to a share of the profits for the period between 1976 and 1986.
Chiam Heng Chow and another (executors of the estate of Chiam Toh Say, deceased) v Mitre Hotel (Proprietors) (a firm) and anotherHigh CourtYes[1996] 1 SLR(R) 899SingaporeCited to show that the appeal against the Unless Order was dismissed.
Hadlee v Commissioner of Inland RevenueNew Zealand Court of AppealYes[1989] 2 NZLR 447New ZealandCited for the proposition that surviving partners who continue to run the business of the partnership, carry on as a “different and distinct legal persona”.
Inland Revenue v Graham’s TrusteesHouse of LordsYes[1971] SC (HL) 1United KingdomCited for the proposition that surviving partners who continue to run the business of the partnership, carry on as a “different and distinct legal persona”.
Khoo Yoke Wah v Lee Choo Yam HoldingsSupreme Court of MalaysiaYes[1991] 1 MLJ 414MalaysiaCited for the proposition that surviving partners who continue to run the business of the partnership, carry on as a “different and distinct legal persona”.
Giuffrida Luigi v Julius Baer (Singapore) Ltd (in members’ voluntary liquidation) and anotherHigh CourtYes[2010] SGHC 96SingaporeCited for the proposition that silent inactivity may be sufficient to signify a party’s implied consent to an arrangement if the circumstances are such that the silent party ought to have spoken up or objected.
Midlink Development Pte Ltd v The Stansfield Group Pte LtdHigh CourtYes[2004] 4 SLR(R) 258SingaporeCited for the proposition that the touchstone is whether, in the established matrix of circumstances, the conduct of the parties, objectively ascertained, supports the existence of a contract.
Darby v DarbyHigh Court of ChanceryYes(1856) 3 Drewry 495England and WalesCited for the principle that, on the dissolution of a partnership, all the property belonging to the partnership shall be sold, and the proceeds of the sale, after discharging all the partnership debts and liabilities, shall be divided among the partners according to their respective shares in the capital.
Inland Revenue Commissioners v GrayCourt of AppealYes[1994] STC 360England and WalesCited for the distinction between the rights of partners as between themselves and as regards the outside world.
In re Fuller’s ContractChancery DivisionYes[1933] 1 Ch 652England and WalesCited for the distinction between the rights of partners as between themselves and as regards the outside world.
Popat v ShonchhatraCourt of AppealYes[1997] 1 WLR 1367England and WalesCited for the principle that a partner has no entitlement to any specific asset and, in consequence, no right, without the consent of the other partners or partner, to require the whole or even a share of any particular asset to be vested in him.
In re Bainbridge, ex parte FletcherCourt of AppealYes(1878) 8 Ch D 218England and WalesCited for the traditional view that a partner’s interest in the partnership property is an equitable chose in action.
Canny Gabriel Castle Jackson Advertising Pty Limited and another v Volume Sales (Finance) Pty LimitedHigh Court of AustraliaYes(1974) 131 CLR 321AustraliaCited for the view that a partner has a beneficial interest in every asset of the partnership during the continuation of the partnership.
Connell and another v Bond Corporation Pty Ltd and othersSupreme Court of Western AustraliaYes(1992) 8 WAR 352AustraliaCited for the view that a partner has a beneficial interest in every asset of the partnership during the continuation of the partnership.
Chettle v BrownSupreme Court of QueenslandYes[1993] 2 Qd R 604AustraliaCited as a case that took a different position from Connell, holding that the partners only had an interest in the distribution of the proceeds of sale.
Federal Commissioner of Taxation v EverettHigh Court of AustraliaYes(1980) 143 CLR 440AustraliaCited for the view that a partner’s interest in the partnership property is an equitable chose in action.
United Builders Pty Ltd and another v Mutual Acceptance LtdHigh Court of AustraliaYes(1980) 144 CLR 673AustraliaCited for the view that a partner’s interest in the partnership property is an equitable chose in action.
Commissioner of State Taxation of the State of South Australia v Cyril Henschke Pty Ltd and othersHigh Court of AustraliaYes(2010) 242 CLR 508AustraliaCited for the view that a partner’s interest in the partnership property is an equitable chose in action.
John Frederick Bathurst (as Administrator of the estate of Michael David Bathurst deceased) v Philip Charles ScarborowCourt of AppealYes[2004] EWCA Civ 411England and WalesCited for the doctrine of non-survivorship between partners.
Attorney-General v Hubbuck and othersQueen's Bench DivisionYes(1884) 13 QBD 275England and WalesCited for the principle that land that belongs to a partnership is held upon an implied trust for sale.
Brownlow William Knox v Frederick GyeHouse of LordsYes(1871-1872) LR 5 HL 656United KingdomCited for the rights of the deceased partner’s personal representative in relation to the surviving partners.
Sobell v Boston and othersChancery DivisionYes[1975] 1 WLR 1587England and WalesCited for the principle that the deceased partner’s share is properly regarded as a debt with effect from the date on which he ceased to be a partner.
Duncan and another v The MFV Marigold PD145Outer House of the Scottish Court of SessionYes[2006] SLT 975ScotlandCited for the analysis that s 43 of the Partnership Act was intended to give effect to the decision in Knox v Gye.
Betjemann v BetjemannCourt of AppealYes[1895] 2 Ch 474England and WalesCited for the principle that continuing the partnership business prevents time running applies only as between the continuing or surviving partners who carry on the partnership business.
Mehra v Shah and othersHigh CourtYes[2003] All ER (D) 15 (Aug)England and WalesCited for the principle that continuing the partnership business prevents time running applies only as between the continuing or surviving partners who carry on the partnership business.
Mehra v Shah and othersCourt of AppealYes[2004] EWCA Civ 632England and WalesCited for the principle that continuing the partnership business prevents time running applies only as between the continuing or surviving partners who carry on the partnership business.
Lim Eng Hock Peter v Lin Jian Wei and another and another appealCourt of AppealYes[2010] 4 SLR 331SingaporeCited for the operation of Order 57 r 9A(5) of the Rules of Court.
Robert John Hopper and another v June Lilian HopperCourt of AppealYes[2008] EWCA Civ 1417England and WalesCited for the recognition that much of the statute broadly reflects the pre-existing case law.

13. Applicable Rules

Rule Name
Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Business Registration Act 1973Singapore
Limitation ActSingapore
Partnership ActSingapore
Civil Law ActSingapore
Application of English Law ActSingapore
Partnership Act 1890United Kingdom
Business Registration ActSingapore
Conveyancing and Law of Property ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Mitre Hotel Proprietors
  • Partnership Deed
  • Trust Deed
  • Sale Proceeds
  • Technical Dissolution
  • ACRA
  • Limitation Act
  • Partnership Act
  • Beneficial Interest
  • Partnership Property

15.2 Keywords

  • partnership
  • dissolution
  • property
  • trust
  • limitation
  • hotel
  • sale proceeds

16. Subjects

  • Partnerships
  • Trusts
  • Property
  • Civil Litigation

17. Areas of Law

  • Partnership Law
  • Civil Procedure
  • Trust Law
  • Contract Law
  • Property Law