Chng Weng Wah v Goh Bak Heng: Laches & Trustee's Duty to Account for Shares

Chng Weng Wah appealed against the decision of the Judicial Commissioner in Suit No 387 of 2013, where he was ordered to provide an account to Goh Bak Heng regarding certain shares. The Court of Appeal of Singapore, comprising Sundaresh Menon CJ, Chao Hick Tin JA, and Tay Yong Kwang J, allowed the appeal, holding that Goh's claim was barred by the doctrine of laches. The dispute concerned a joint investment in MediaTek Inc shares. Chng did not challenge the finding that he held the shares on bare trust for Goh, but argued that he had already provided a full account and that Goh's claim was barred by laches.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding a trustee's duty to account for shares. The court allowed the appeal, finding the claim barred by laches due to significant delay.

1.7 Decision Date

15 February 2016

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Chng Weng Wah	Appellant, Defendant	Individual	Appeal Allowed	Won	Farrah Joelle Isaac of Harry Elias Partnership LLP Andy Lem Jit Min of Harry Elias Partnership LLP Harry Elias SC of Harry Elias Partnership LLP
Goh Bak Heng	Respondent, Plaintiff	Individual	Claim Dismissed	Lost	David Chan Ming Onn of Shook Lin & Bok LLP Tan Su Hui of Shook Lin & Bok LLP Noraisha De Silva of Shook Lin & Bok LLP

3. Judges

Judge Name	Title	Delivered Judgment
Sundaresh Menon	Chief Justice	No
Chao Hick Tin	Judge of Appeal	Yes
Tay Yong Kwang	Judge	No

4. Counsels

Counsel Name	Organization
Farrah Joelle Isaac	Harry Elias Partnership LLP
Andy Lem Jit Min	Harry Elias Partnership LLP
Harry Elias SC	Harry Elias Partnership LLP
David Chan Ming Onn	Shook Lin & Bok LLP
Tan Su Hui	Shook Lin & Bok LLP
Noraisha De Silva	Shook Lin & Bok LLP

4. Facts

Goh and Chng were both founding directors and shareholders of Serial System Ltd.
The dispute concerns a joint investment in MediaTek Inc (MTK) shares.
The parties incorporated C&G Investment Pte Ltd as an investment vehicle.
There were legal restrictions on foreign ownership of Taiwan-incorporated companies.
The MTK shares were registered in the name of Kerry Hsu Wen Hung.
Chng held half of the MTK shares on trust for Goh.
Goh commenced legal proceedings against Chng on 29 April 2013.

5. Formal Citations

Chng Weng Wah v Goh Bak Heng, Civil Appeal No 6 of 2015, [2016] SGCA 09

6. Timeline

Date	Event
1980-01-01	Goh and Chng first met while serving in the Navy
1997-01-01	Serial System Ltd incorporated and listed on the Singapore Stock Exchange
1997-07-01	C&G Investment Pte Ltd incorporated
1997-07-01	Tsai Ming Kai offered approximately 1.2m MTK shares to Chng
1998-01-01	Approval for foreign ownership of MTK shares obtained
1999-01-01	Approval for foreign ownership of MTK shares obtained
1999-05-01	44,610 MTK shares were issued as stock dividends
1999-08-10	484,770 MTK shares were issued as stock dividends
1999-08-20	Goh sold 164,821 MTK shares to Chng
1999-12-01	Chng sold 300,000 MTK shares
1999-12-13	Goh sold 80,000 MTK shares
2000-04-17	Goh sold 100,000 MTK shares
2000-04-26	Chng informed Goh that 200,000 MTK shares were on standby to be sold
2000-04-26	Goh agreed to sell all his remaining MTK shares
2000-05-04	Sale transaction involving 200,000 MTK shares recorded
2001-01-01	Chng left Serial System
2013-04-29	Goh commenced legal proceedings against Chng
2015-07-10	Hearing date
2016-02-16	Judgment reserved

7. Legal Issues

Laches
- Outcome: The court held that Goh's claim was barred by the doctrine of laches due to the inordinate delay in commencing legal proceedings, which prejudiced Chng's ability to defend the claim.
- Category: Substantive
- Sub-Issues:
  - Delay in bringing proceedings
  - Prejudice to the defendant
  - Unconscionability
Trustee's Duty to Account
- Outcome: The court found that Chng still owed a duty to account, but ultimately the claim was barred by laches.
- Category: Substantive
- Sub-Issues:
  - Settled accounts
  - Breach of trust
  - Equitable obligation

8. Remedies Sought

Account of Shares
Payment of Sums Due

9. Cause of Actions

Breach of Trust
Failure to Account

10. Practice Areas

Commercial Litigation

11. Industries

Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Nelson v Rye and another	English High Court	Yes	[1996] 2 All ER 186	England and Wales	Cited for the proposition that causation was one of the factors to be considered in deciding whether the doctrine of laches should apply.
Fisher v Brooker	House of Lords	Yes	[2009] 1 WLR 1764	England and Wales	Cited for the principle that some sort of detrimental reliance is usually an essential ingredient of laches.
Associated Alloys Ltd v ACN 001 452 106 Pty Ltd	Not Available	Yes	(2000) 171 ALR 568	Australia	Cited for the principle that the court has to ascertain whether the defendant has received property in circumstances sufficient to import an equitable obligation to handle the property for the benefit of another.
Hickson v Aylward	Not Available	Yes	(1828) 3 Molloy (Ir) 1	Ireland	Cited for the principle that the process of establishing settled accounts requires the defendant to prove that there has been a general settlement of every pending transaction between the parties.
Cytec Industries Pte Ltd v APP Chemicals International (Mau) Ltd	Not Available	Yes	[2009] 4 SLR(R) 769	Singapore	Cited for the summary of the doctrine of laches.
eSys Technologies Pte Ltd v nTan Corporate Advisory Pte Ltd	Not Available	Yes	[2013] 2 SLR 1200	Singapore	Cited for the summary of the doctrine of laches.
Dynasty Line Ltd (in liquidation) v Sukamto Sia and another and another appeal	Not Available	Yes	[2014] 3 SLR 277	Singapore	Cited for the summary of the doctrine of laches.
Sukhpreet Kaur Bajaj d/o Manjit Singh v Paramjit Singh Bajaj	High Court	Yes	[2008] SGHC 207	Singapore	Cited for the summary of the doctrine of laches.
Re Estate of Tan Kow Quee	Not Available	Yes	[2007] 2 SLR(R) 417	Singapore	Cited for the summary of the doctrine of laches.
Hetul Navinchandra Patel and others v Ashwin Motichand Shah and others	English Court of Appeal	Yes	[2005] EWCA Civ 157	England and Wales	Cited for observations on the scope of the principle that laches and delay will generally not be a bar to a claim by a beneficiary against trustees for the recovery of trust property.
Orr v Ford and another	Not Available	Yes	[1988-1989] 167 CLR 316	Australia	Cited for the principle that where entitlement depends on factual matters which are fairly open to dispute, prejudice occasioned by the loss of evidence as a result of delay on the part of the claimant might be raised in answer to such a claim.

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

Laches
Trustee
Beneficiary
Duty to Account
MTK Shares
Settled Accounts
Joint Investment
Stock Dividends

15.2 Keywords

Trust
Equity
Laches
Account
Shares
Singapore
Investment

17. Areas of Law

Area Name	Relevance Score
Trust Law	90
Chancery and Equity	75
Estoppel	60
Limitation	50
Civil Procedure	30
Damages	25
Contract Law	20
Commercial Disputes	15
Appeal	10

16. Subjects

Trusts
Equity
Civil Litigation