Ding Pei Zhen v Yap Son On: Dispute over Goldrooster AG Share Distribution

In Ding Pei Zhen v Yap Son On, the High Court of Singapore addressed a dispute over the distribution of shares in Goldrooster AG, a listed company. Ding Pei Zhen sued Yap Son On, alleging she was entitled to more shares than received under a 2012 agreement. Yap Son On denied the claim and counterclaimed for unpaid expenses. The court found in favor of Ding Pei Zhen on her claim, awarding damages, but also ruled in favor of Yap Son On on his counterclaim, awarding a sum for unpaid expenses.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff on claim, Judgment for Defendant on counterclaim.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Share distribution dispute. Ding Pei Zhen sues Yap Son On over Goldrooster AG shares. Court finds for plaintiff on claim, defendant on counterclaim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Yap Son OnDefendantIndividualJudgment for DefendantWon
Ding Pei ZhenPlaintiffIndividualJudgment for PlaintiffWon

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Devinder Kumar RaiACIES Law Corporation
Lin ChunlongHarry Elias Partnership LLP
Hee Theng FongHarry Elias Partnership LLP
Ong Po QinHarry Elias Partnership LLP

4. Facts

  1. The plaintiff and defendant agreed to share listing expenses and profits from Goldrooster AG's listing.
  2. The plaintiff claims entitlement to 2,996,053 shares based on multiple agreements.
  3. The defendant contends the plaintiff was only entitled to 2,144,541 shares.
  4. The parties signed an Allotment Agreement to determine share distribution post-listing.
  5. The Yap Companies held 5.5 million shares in Goldrooster AG.
  6. The plaintiff transferred RMB 13.07 million to the defendant for listing expenses.
  7. The defendant transferred Xanti Investments Limited to the plaintiff.

5. Formal Citations

  1. Ding Pei Zhen v Yap Son On, Suit No 558 of 2013, [2015] SGHC 246

6. Timeline

DateEvent
Ding Pei Zhen, Yap Son On, and Xie Yinlai agreed to work together on listing Chinese companies.
Ding Pei Zhen referred Li Wenwen to Yap Son On.
One Capital Group Investment Limited and Li Wenwen executed the Listing Agreement.
Goldrooster AG was successfully listed on the Frankfurt Stock Exchange.
Ding Pei Zhen and Yap Son On made an agreement on how certain shareholdings in a listed company should be divided between them.
The June Meeting was held in Jinjiang to determine the Goldrooster AG shares each party was entitled to.
Yap Son On transferred his ownership of Xanti Investments Limited to Ding Pei Zhen.
Ding Pei Zhen sent a text message to Yap Son On regarding Goldrooster shares.
Yap Son On instructed his brother-in-law to sell the Goldrooster AG shares held by Fortune United Investment Limited.
Ding Pei Zhen and Xie Yinlai knew the number of shares held by the Yap Companies.
The plaintiff produced the 2007 Agreement in the plaintiff’s fifth List of Documents.
The Statement of Claim was amended.
The plaintiff produced the 2007 Agreement in the plaintiff’s fifth List of Documents.
Commencement of the trial.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the defendant breached the agreement by failing to transfer the agreed number of shares to the plaintiff.
    • Category: Substantive
    • Sub-Issues:
      • Failure to transfer shares
      • Interpretation of agreement
  2. Interpretation of Contract
    • Outcome: The court interpreted the Allotment Agreement in the context of the parties' business arrangement and preferred the plaintiff's version of events.
    • Category: Substantive
    • Sub-Issues:
      • Ambiguity in contract terms
      • Use of extrinsic evidence
  3. Equitable Assignment
    • Outcome: The court found that the plaintiff did not relinquish her rights over the outstanding shares via equitable assignment.
    • Category: Substantive
    • Sub-Issues:
      • Intention to assign
      • Identification of chose in action
  4. Estoppel
    • Outcome: The court found that the plaintiff was not estopped from asserting a claim to the outstanding shares.
    • Category: Substantive
    • Sub-Issues:
      • Representation
      • Reliance
      • Detriment

8. Remedies Sought

  1. Specific Performance
  2. Damages for Breach of Contract
  3. Interest

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Corporate Law

11. Industries

  • Finance
  • Investment
  • Manufacturing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdSingapore Court of AppealYes[2008] 3 SLR(R) 1029SingaporeCited for the principles of contractual interpretation, particularly the use of extrinsic evidence.
Xia Zhengyan v Geng ChangqingSingapore Court of AppealYes[2015] 3 SLR 732SingaporeCited for the approach to interpreting contracts drafted by laypersons in a foreign language.
Sembcorp Marine Ltd v PPL Holdings Pte LtdSingapore Court of AppealYes[2013] 4 SLR 193SingaporeCited regarding the pleading requirements and the use of extrinsic evidence to vary contract terms.
Sandar Aung v Parkway Hospitals Singapore Pte Ltd (trading as Mount Elizabeth Hospital)Singapore High CourtYes[2007] 2 SLR(R) 891SingaporeCited regarding the admissibility of direct evidence of parties' intentions.
Phelps v Spon-Smith & CoUnited Kingdom High CourtYes[2001] BPIR 326United KingdomCited for the requirements of an effective equitable assignment.
United Overseas Bank Ltd v Bank of ChinaSingapore Court of AppealYes[2006] 1 SLR(R) 57SingaporeCited for the elements of estoppel by representation.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Goldrooster AG
  • Listing Agreement
  • Allotment Agreement
  • Yap Companies
  • 60-40 Split
  • 22% Shareholding
  • Greenshoe Option
  • Listing Expenses

15.2 Keywords

  • Goldrooster AG
  • share distribution
  • breach of contract
  • listing expenses
  • equitable assignment
  • estoppel

17. Areas of Law

Area NameRelevance Score
Contract Law75
Commercial Disputes60
Corporate Law50
Allotment Agreement50
Damages40
Company Law40
Shareholder Disputes35
Estoppel30
Misrepresentation25

16. Subjects

  • Contract Dispute
  • Shareholder Agreement
  • Corporate Finance
  • Listing of Companies