Wang Sheng v Chen Guangfeng: Share Transfer Dispute and Summary Judgment

In Wang Sheng v Chen Guangfeng, before the High Court of Singapore on 18 February 2015, the plaintiff, Wang Sheng, sued the defendant, Chen Guangfeng, for $1 million owed under a share transfer agreement. The defendant counterclaimed for damages. The Assistant Registrar granted summary judgment for the plaintiff, which the defendant appealed. Choo Han Teck J dismissed both appeals, finding no triable issues and that the defendant's counterclaim was legally unsustainable. The court upheld the summary judgment in favor of the plaintiff.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeals dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Share transfer dispute where Wang Sheng sued Chen Guangfeng for $1m. The court upheld summary judgment for Wang Sheng, finding no triable issues.

1.7 Decision Date

17 February 2015

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Wang Sheng	Plaintiff, Respondent	Individual	Judgment for Plaintiff	Won	Tan Chau Yee of Harry Elias Partnership LLP Koh Fang Ling Andrea of Harry Elias Partnership LLP Hong Yeow Hsien Eugene of Harry Elias Partnership LLP
Chen Guangfeng	Defendant, Appellant	Individual	Appeal Dismissed	Lost	Koh En Da Matthew of Rajah & Tann Singapore LLP Lam Wei Yaw of Rajah & Tann Singapore LLP Raman Thea Sonya of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Choo Han Teck	J	Yes

4. Counsels

Counsel Name	Organization
Tan Chau Yee	Harry Elias Partnership LLP
Koh Fang Ling Andrea	Harry Elias Partnership LLP
Hong Yeow Hsien Eugene	Harry Elias Partnership LLP
Koh En Da Matthew	Rajah & Tann Singapore LLP
Lam Wei Yaw	Rajah & Tann Singapore LLP
Raman Thea Sonya	Rajah & Tann Singapore LLP

4. Facts

Plaintiff, defendant, and Zhang entered into a Partnership Agreement to establish Lioncity Construction Co Pte Ltd.
Plaintiff agreed to invest $1m in the Company.
Plaintiff decided to withdraw his investment and sell his shares to the defendant.
Plaintiff and defendant entered into a share transfer agreement for $1m payable by the defendant.
Defendant signed an IOU to the same effect.
Plaintiff and defendant executed an Instrument of Transfer with immediate effect.
Defendant registered the share transfer but did not pay the $1m.

5. Formal Citations

Wang Sheng v Chen Guangfeng, Suit 463 of 2013, (Registrar's Appeal Nos 24 and 119 of 2014), [2015] SGHC 51

6. Timeline

Date	Event
2009-10-10	Partnership Agreement entered into to establish Lioncity Construction Co Pte Ltd.
2011-09-01	Plaintiff decided to withdraw investment.
2012-05-16	Share transfer agreement entered into.
2012-05-16	Defendant signed an IOU.
2012-05-17	Plaintiff and defendant executed an Instrument of Transfer.
2013-04-16	Defendant registered the share transfer.
2013-05-03	Plaintiff's solicitors sent a letter of demand to the defendant for $1m.
2013-05-10	Defendant replied, disputing the plaintiff's entitlement to $1m.
2013-05-22	Plaintiff commenced Suit No 463 of 2013.
2014-01-10	Assistant Registrar granted the plaintiff’s summary judgment application.
2014-09-18	Appeals dismissed and costs awarded against the defendants.
2015-02-18	Reasons for decision given.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the defendant breached the contract by failing to pay the agreed-upon sum for the share transfer.
- Category: Substantive
- Sub-Issues:
  - Failure to pay purchase price
  - Obligation to transfer shares
Summary Judgment
- Outcome: The court upheld the summary judgment, finding no triable issues of fact or law and no bona fide defense.
- Category: Procedural
- Sub-Issues:
  - Triable issues of fact
  - Bona fide defence
Equitable Set-Off
- Outcome: The court found that the defendant was not entitled to equitable set-off.
- Category: Substantive

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Construction

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Pennington and another v Waine and others	N/A	Yes	[2002] 1 WLR 2075	N/A	Cited for the principle that execution of an Instrument of Transfer with immediate effect is sufficient to transfer beneficial ownership of shares.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal	N/A	Yes	[2013] 4 SLR 193	Singapore	Cited regarding the test for implying a term into a contract.
Ladd v Marshall	N/A	Yes	[1954] 1 WLR 1489	N/A	Cited regarding the conditions for adducing new evidence in an appeal.
Lian Soon Construction Pte Ltd v Guan Qian Realty Pte Ltd	N/A	Yes	[1999] 1 SLR(R) 1053	Singapore	Cited regarding the discretion to hear evidence in interlocutory appeals.
The “Bunga Melati 5”	N/A	Yes	[2012] 4 SLR 546	Singapore	Cited regarding when an action may be struck out as legally unsustainable.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Share transfer agreement
Instrument of Transfer
Beneficial ownership
Summary judgment
Equitable set-off

15.2 Keywords

share transfer
contract
summary judgment
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Contract Law	75
Company Law	60
Summary Judgement	50
Commercial Disputes	40
Corporate Law	30

16. Subjects

Contract Dispute
Share Transfer
Civil Litigation