Wan Lai Ting v Kea Kah Kim: Share Ownership Dispute and Alleged Breach of Contract
In Wan Lai Ting v Kea Kah Kim, the High Court of Singapore dismissed the Plaintiff's claim that the Defendant owed her S$580,000 for unreturned shares. The court, presided over by Edmund Leow JC, found that the Plaintiff failed to prove she was the beneficial owner of the shares or that the Defendant had borrowed them. The judgment was delivered on 2015-02-09. The Plaintiff's claim was factually unsustainable.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The Plaintiff's claim that the Defendant owed her S$580,000 for shares he failed to return was dismissed as factually unsustainable. The court found the Plaintiff failed to prove beneficial ownership or a loan agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Wan Lai Ting | Plaintiff | Individual | Claim Dismissed | Lost | Alina Sim |
| Kea Kah Kim | Defendant | Individual | Judgment for Defendant | Won | Nazim Khan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Edmund Leow | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Alina Sim | Axis Law Corporation |
| Nazim Khan | Unilegal LLC |
4. Facts
- Plaintiff claimed Defendant owed her S$580,000 for shares he failed to return.
- Plaintiff alleged Leung transferred beneficial interest in 15,000,000 shares to her.
- Defendant denied borrowing shares and disputed the authenticity of the transfer document.
- Court found Plaintiff's explanation for the share transfer unconvincing.
- Court found no written contract or correspondence to evidence the share loan agreement.
- Defendant made a payment of S$500,000 to the Plaintiff.
5. Formal Citations
- Wan Lai Ting v Kea Kah Kim, Suit No 320 of 2013, [2015] SGHC 40
6. Timeline
| Date | Event |
|---|---|
| Carriernet Corporation Ltd (HK) set up as a family business. | |
| ArianeCorp Ltd entered into a sale and purchase agreement to acquire all the shares in CNET. | |
| Statutory declarations executed by Chow and Leung. | |
| Leung transferred the beneficial interest in her 15,000,000 shares to the Plaintiff. | |
| Defendant approached Chow asking to borrow 10,800,000 of the Plaintiff’s shares. | |
| Consideration Shares were allotted to the allottees. | |
| Pang’s CDP account was credited with 10,800,000 shares. | |
| Chow was appointed a director of ArianeCorp. | |
| Chow wanted to borrow S$500,000 urgently and asked the Defendant whether he could borrow that sum using the 10,800,000 shares as collateral. | |
| Teoh sold the 10,800,000 shares at S$0.09 each. | |
| Defendant called Chow saying that he had sold the 10,800,000 shares for S$0.10 each. | |
| Defendant made part payment of S$500,000 to the Plaintiff. | |
| Plaintiff sent a letter of demand to the Defendant for the repayment of the alleged debt of S$580,000. | |
| Plaintiff commenced proceedings claiming the sum of S$580,000 from the Defendant. | |
| Plaintiff applied in Summons No 3480 of 2014 to admit two AEICs from Lau without Lau having to be cross-examined. | |
| Judgment issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the Plaintiff failed to prove the existence of a contract.
- Category: Substantive
- Sub-Issues:
- Failure to prove oral agreement
- Lack of consideration
- Beneficial Ownership of Shares
- Outcome: The court found that the Plaintiff failed to establish beneficial ownership of the shares.
- Category: Substantive
- Sub-Issues:
- Validity of share transfer
- Consideration for share transfer
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Securities and Futures Act (Cap 289, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Shares
- Beneficial ownership
- Oral agreement
- Consideration
- Share transfer
- Moratorium
15.2 Keywords
- shares
- contract
- loan
- beneficial ownership
- Singapore
- High Court
16. Subjects
- Contract Dispute
- Share Ownership
- Commercial Litigation
17. Areas of Law
- Contract Law
- Securities Law