Tng Swee Seng v Lau Kim Swee: Dispute over Share Transfer Consideration and Alleged Forgery

In Tng Swee Seng v Lau Kim Swee, the High Court of Singapore heard a case involving a claim by Plaintiff Tng Swee Seng against Defendant Lau Kim Swee for $655,900.07 allegedly owed from an oral agreement to transfer shares, and a counterclaim by Lau Kim Swee for $540,000 for money allegedly wrongfully converted by Tng Swee Seng from his personal account. The court dismissed both the Plaintiff's claim and the Defendant's counterclaim, finding that neither party had sufficiently proven their case.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiff’s claim and the Defendant’s counterclaim dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff's claim for payment of shares and Defendant's counterclaim for unauthorized withdrawals were dismissed due to lack of evidence.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tng Swee SengPlaintiffIndividualClaim DismissedLost
Lau Kim SweeDefendantIndividualCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Edmund LeowJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Abdul Rahman Bin Mohd HanipahAbdul Rahman Law Corporation
Manickavasagam s/o Rm Karuppiah PillaiManicka & Co
Tan Siah YongComLaw LLC

4. Facts

  1. Plaintiff claimed an oral agreement with Defendant for share transfer at $1 per share plus company's OCBC balance.
  2. Defendant denied the oral agreement, stating the share transfer was for a nominal sum of $1.
  3. Plaintiff prepared paperwork stating the share transfer was for $1.
  4. Plaintiff received director's remuneration of $657,260 in 2008 and $797,781.50 in 2009.
  5. Defendant claimed Plaintiff falsely declared Defendant's income and took money from Defendant's account.
  6. Plaintiff admitted to forging Defendant's signature on three personal cheques totaling $540,000.
  7. Plaintiff claimed the $540,000 was used to settle Defendant's debts with his consent.

5. Formal Citations

  1. Tng Swee Sengv Lau Kim Swee, Suit No 904 of 2014, [2016] SGHC 128

6. Timeline

DateEvent
Plaintiff became director and shareholder of Comtrust Marine & Engineering Pte Ltd
Defendant became a director of the company
Plaintiff resigned as director of the company
Plaintiff transferred shares to the Defendant
Plaintiff and Defendant allegedly entered into an oral agreement
Defendant became the sole shareholder of the company
Signatory of the OCBC bank account was changed from the Plaintiff to the Defendant
Plaintiff requested payment of $655,900.07 from the Defendant
Plaintiff allegedly forged Defendant's signature on a personal cheque for $190,000
Plaintiff allegedly forged Defendant's signature on a personal cheque for $300,000
Plaintiff stopped managing the company's accounts and taxes
Plaintiff allegedly forged Defendant's signature on a personal cheque
Plaintiff demanded $800,000 from the Defendant
Suit No 904 of 2014 filed
Trial began
Judgment issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the Plaintiff failed to prove the existence of an oral agreement for the share transfer consideration.
    • Category: Substantive
  2. Alleged Forgery
    • Outcome: The court found insufficient evidence to support the Defendant's claim that the cheques were forged without authorization.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Conversion

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Marine Engineering

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Share Transfer
  • Oral Agreement
  • Director's Remuneration
  • Forgery
  • Blanket Authorization

15.2 Keywords

  • contract
  • share transfer
  • forgery
  • singapore
  • high court

17. Areas of Law

Area NameRelevance Score
Contract Law80
Consideration70
Share Transfer70
Breach of Contract60
Oral Agreement60
Company Law50
Corporate Law50
Shareholder's Meeting40
Evidence40
Evidence Law40
Corporate Litigation40
Blanket Authorisation30
Corporate Governance30
Misrepresentation30
Forgery30
Burden of proof30
Director's Resolution30
Estoppel20
Breach of Duty20
Minority Shareholder Rights20
Affidavits10
Gifts10

16. Subjects

  • Contract Law
  • Shareholder Disputes
  • Fiduciary Duty