Lim Koon Park v Yap Jin Meng Bryan: Profit Sharing Dispute Over River Valley Road Property Sale
In a long-running dispute, Lim Koon Park sued Yap Jin Meng Bryan and Riverwealth Pte Ltd over a profit-sharing agreement related to the sale of properties on River Valley Road. The High Court was tasked with assessing the profits owed to Lim Koon Park after the Court of Appeal determined the existence of an oral profit-sharing agreement. The court determined which expenses were deductible from the sale proceeds and assessed the appropriate interest rate on a loan provided by Yap Jin Meng Bryan. The court allowed some deductions and determined an interest rate of 7.5% per annum on the loan.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Assessment of profits from the sale of properties, with certain expenses and interest on loan allowed as deductions.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Dispute over profit sharing from the sale of River Valley Road properties. The court assessed deductible expenses and interest on a loan related to the sale.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| LIM KOON PARK | Plaintiff | Individual | Partial | Partial | Srinivasan s/o V Namasivayam, Nur Liyana Binte Mohamed Sinwan |
| YAP JIN MENG BRYAN | Defendant | Individual | Partial | Partial | Chew Mei Lin Lynette, Ang Minghao |
| RIVERWEALTH PTE LTD | Defendant | Corporation | Neutral | Neutral | Chew Mei Lin Lynette, Ang Minghao |
| WEE PEK JOON | Third Defendant | Individual | Neutral | Neutral | Srinivasan s/o V Namasivayam, Nur Liyana Binte Mohamed Sinwan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Srinivasan s/o V Namasivayam | Heng Leong & Srinivasan |
| Nur Liyana Binte Mohamed Sinwan | Heng Leong & Srinivasan |
| Chew Mei Lin Lynette | Morgan Lewis Stamford LLC |
| Ang Minghao | Morgan Lewis Stamford LLC |
4. Facts
- Lim Koon Park and Yap Jin Meng Bryan used Riverwealth Pte Ltd to purchase properties for $48.5m in 2007.
- The properties were sold in 2009 for $60.08m.
- A dispute arose between the parties regarding the sharing of profits from the sale.
- The Court of Appeal determined that an oral profit-sharing agreement existed.
- Yap Jin Meng Bryan provided a personal loan to Riverwealth to finance the property purchase.
- The court was tasked with assessing the profits and determining deductible expenses.
- The first defendant charged interest on the loan.
5. Formal Citations
- Lim Koon Park v Yap Jin Meng Bryan and others, Suit No 184 of 2010, [2015] SGHC 284
- Lim Kook Park v Yap Jin Meng Bryan and others, , [2012] SGHC 159
- Lim Koon Park and another v Yap Jin Meng Bryan and another, , [2013] 4 SLR 150
6. Timeline
| Date | Event |
|---|---|
| Properties at River Valley Road purchased for $48.5m | |
| Wee Pek Joon ceased to be a director of Riverwealth Pte Ltd | |
| Extraordinary general meeting of Riverwealth Pte Ltd held | |
| Properties sold for $60.08m | |
| Lawsuit filed | |
| Main trial began | |
| Main trial continued | |
| Judgment issued dismissing plaintiff's claim | |
| Court of Appeal allowed the appeal | |
| Judgment reserved |
7. Legal Issues
- Deductible Expenses
- Outcome: The court disallowed certain expenses, including some legal fees and a portion of brokerage fees, while allowing others.
- Category: Substantive
- Sub-Issues:
- Brokerage fees
- Legal fees
- Interest on loan
- Interest Rate on Loan
- Outcome: The court determined that a reasonable interest rate was 7.5% per annum on a compounded basis.
- Category: Substantive
- Sub-Issues:
- Reasonable interest rate
- Market interest rate
- Mezzanine loan
- Issue Estoppel
- Outcome: The court applied the principle of issue estoppel to determine that the question of Riverwealth's liability for interest on the loan was already decided by the Court of Appeal.
- Category: Procedural
- Related Cases:
- [2007] 1 SLR(R) 453
- [2005] 3 SLR(R) 157
- Expert Evidence
- Outcome: The court accepted the testimony of the first defendant's experts regarding the appropriate interest rate, as the plaintiff did not provide countervailing evidence.
- Category: Procedural
- Sub-Issues:
- Admissibility of expert testimony
- Weight of expert testimony
- Related Cases:
- [2002] 1 SLR(R) 1024
8. Remedies Sought
- Share of Profits
- Account of Profits
9. Cause of Actions
- Breach of Contract
- Account of Profits
10. Practice Areas
- Commercial Litigation
- Real Estate
- Shareholder Disputes
11. Industries
- Real Estate
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lim Kook Park v Yap Jin Meng Bryan and others | High Court | Yes | [2012] SGHC 159 | Singapore | Refers to the initial trial where the plaintiff's claim was dismissed and the first defendant's counterclaim was awarded. |
| Lim Koon Park and another v Yap Jin Meng Bryan and another | Court of Appeal | Yes | [2013] 4 SLR 150 | Singapore | Central to the current judgment, as it reversed the initial decision and ordered an account of profits to be taken. |
| Goh Nellie v Goh Lian Teck and others | Court of Appeal | Yes | [2007] 1 SLR(R) 453 | Singapore | Cited for the principle of res judicata or issue estoppel. |
| Lee Tat Development Pte Ltd v Management Corporation of Strata Title Plan No 301 | Court of Appeal | Yes | [2005] 3 SLR(R) 157 | Singapore | Cited regarding issue estoppel. |
| Khoo James v Gunapathy d/o Muniandy | High Court | Yes | [2002] 1 SLR(R) 1024 | Singapore | Cited for the two-stage threshold test of logic for expert evidence. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Rules of Court (Cap 322, R5, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Profit Sharing Agreement
- River Valley Road Properties
- Deductible Expenses
- Interest Rate
- Mezzanine Loan
- Brokerage Fee
- Related Party Transaction
- Global Financial Crisis
- Issue Estoppel
- Expert Evidence
15.2 Keywords
- profit sharing
- property sale
- deductible expenses
- interest rate
- River Valley Road
- Singapore
- High Court
- account of profits
16. Subjects
- Contract Dispute
- Property Sale
- Profit Sharing
- Assessment of Profits
17. Areas of Law
- Contract Law
- Civil Procedure
- Corporate Law
- Property Law