Venkatraman Kalyanaraman v Nithya Kalyani: Striking Out, Res Judicata, Derivative Action, Minority Shareholders

1. Case Overview

2. Parties and Outcomes

3. Judges

4. Counsels

4. Facts

1. The plaintiff owned 50% of the shares in Akashya Systems Pte Ltd, which was later reduced to 8%.
2. The first defendant is a director and secretary of Akashya.
3. The second defendant was the former auditor of Akashya and is the first defendant's husband.
4. The third defendant is a director and shareholder of Akashya.
5. Collaborative Business Systems Pte Ltd owns 84% of Akashya's shares, with the third defendant as the sole shareholder.
6. The plaintiff challenged the validity of a resolution passed at an Extraordinary General Meeting on 6 July 2005.
7. The plaintiff alleged that the defendants falsified documents and his signature on company documents.
8. The defendants commenced defamation proceedings against the plaintiff in response to his allegations.
9. The parties entered into a settlement agreement where the plaintiff retracted his allegations and agreed not to make similar allegations.
10. The defendants commenced enforcement proceedings to obtain payment under the settlement agreement.
11. The plaintiff commenced the present action alleging unlawful means conspiracy and breach of directors' duties.

5. Formal Citations

1. Venkatraman Kalyanaraman v Nithya Kalyani and others, Suit No 616 of 2015, [2016] SGHC 157

6. Timeline

7. Legal Issues

1. Abuse of Process
   • Outcome: The court held that raising the first set of allegations was an abuse of process under the Henderson rule.
   • Category: Procedural
   • Sub-Issues:
     • Re-litigation of settled claims
     • Circumvention of contractual agreements
   • Related Cases:
     • Henderson v Henderson (1843) 3 Hare 100
2. Res Judicata
   • Outcome: The court held that issue estoppel applied to the validity of the Settlement Agreement.
   • Category: Procedural
   • Sub-Issues:
     • Extended doctrine of res judicata
     • Issue estoppel
   • Related Cases:
     • [2015] 5 SLR 1104
3. Proper Plaintiff Rule
   • Outcome: The court held that the plaintiff was not the proper plaintiff to bring claims based on the second set of allegations.
   • Category: Procedural
   • Sub-Issues:
     • Locus standi
     • Derivative action
   • Related Cases:
     • Foss v Harbottle (1843) 2 Hare 461
4. Common Law Derivative Action
   • Outcome: The court found that the plaintiff did not meet the procedural and substantive requirements for a common law derivative action.
   • Category: Substantive
   • Sub-Issues:
     • Fraud on the minority
     • Wrongdoer control
   • Related Cases:
     • [1995] 3 MLJ 417
5. Minority Oppression
   • Outcome: The court found that the plaintiff's pleadings lacked the necessary details to sustain a claim for minority oppression.
   • Category: Substantive
   • Sub-Issues:
     • Unlawful oppression
     • Prejudicial conduct
6. Validity of Settlement Agreement
   • Outcome: The court held that the validity of the Settlement Agreement had been conclusively determined in earlier proceedings and could not be re-litigated.
   • Category: Substantive
   • Sub-Issues:
     • Illegality
     • Public policy
     • Fraud

8. Remedies Sought

1. Damages
2. Declaration that the 6 July 2005 EGM and resolution were null and void
3. Declaration that the sale of shares to Collaborative was null and void
4. Injunction to prevent the defendants from dealing with the plaintiff's remaining 8% shares in Akashya

9. Cause of Actions

• Unlawful Means Conspiracy
• Breach of Directors' Duties
• Common Law Derivative Action
• Minority Oppression

10. Practice Areas

• Commercial Litigation
• Shareholder Disputes

11. Industries

• No industries specified

12. Cited Cases

13. Applicable Rules

14. Applicable Statutes

15. Key Terms and Keywords

17. Areas of Law

16. Subjects

• Civil Procedure
• Company Law
• Shareholder Disputes
• Abuse of Process
• Res Judicata