Lim Geok Lin Andy v Yap Jin Meng Bryan: Profit Sharing Dispute & Oral Agreement Variation

In a civil suit before the High Court of Singapore, Lim Geok Lin Andy sued Yap Jin Meng Bryan, seeking a 25% share of the profits from the sale of properties, relying on a prior Court of Appeal judgment. The defendant argued that the plaintiff had relinquished his profit share in exchange for being released from liabilities. The court dismissed the plaintiff's claim, finding that the plaintiff had accepted an exit offer, thereby relinquishing his entitlement to the profits. The court also found that the plaintiff's claim amounted to an abuse of process.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Claim dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff sues for 25% profit share from property sale. Court dismisses claim, finding plaintiff accepted exit offer, relinquishing profit share.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lim Geok Lin AndyPlaintiffIndividualClaim DismissedLost
Yap Jin Meng BryanDefendantIndividualJudgment for DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuSenior JudgeYes

4. Counsels

Counsel NameOrganization
Tan Kheng Ann AlvinWong Thomas & Leong
Os AgarwalWong Thomas & Leong
Chin Li Yuen MarinaTan Kok Quan Partnership
Eugene Jedidiah Low Yeow ChinTan Kok Quan Partnership
Liang Hanwen CalvinTan Kok Quan Partnership

4. Facts

  1. The plaintiff, defendant, and Park entered into an initial agreement to share profits from property investments in a 2:1:1 ratio.
  2. The properties were purchased in April 2008 for $48.5 million and sold in 2009 for $60.08 million.
  3. The defendant contended that the plaintiff relinquished his 25% profit share in exchange for being released from liabilities.
  4. The plaintiff transferred his shares in Riverwealth to the defendant.
  5. The defendant claimed he made an Exit Offer to the plaintiff, which the plaintiff accepted.
  6. The plaintiff claimed the share transfer was to facilitate refinancing, not to relinquish his profit share.
  7. The court found that the plaintiff accepted the Exit Offer.

5. Formal Citations

  1. Lim Geok Lin Andy v Yap Jin Meng Bryan, Suit No 1057 of 2013, [2016] SGHC 234

6. Timeline

DateEvent
Oral agreement made between the defendant, Park, and the plaintiff.
Properties purchased for $48.5m.
Defendant emailed Park and the plaintiff regarding profit projections.
Defendant informed Park and the plaintiff by email that HLF had re-valued the Properties to $60m.
Defendant emailed Park and the plaintiff regarding profit projections.
Lehman Brothers collapsed.
Defendant emailed the plaintiff and Park regarding refinancing.
Park emailed the defendant regarding the transfer of shares.
Defendant emailed Park regarding the transfer of shares.
HLF sent a letter to the defendant with discomforting conditions.
HLF valued the Properties at $48.5m.
Uluru Restaurant meeting.
Defendant emailed Park and the plaintiff summarizing the Uluru meeting.
Park emailed the defendant refusing to return the balance 13% shares held by Park’s wife to the defendant until HLF’s prior clearance on the change in shareholding was obtained and Park’s guarantee was resolved.
Plaintiff transferred shares to the defendant.
HLF valuation letter stated that the Properties were valued at $48.5m (as of 17 December 2008).
Plaintiff transferred remaining shares and resigned directorship.
Defendant emailed Park regarding capital contributions.
Defendant transferred 1,000 shares to the plaintiff.
Defendant emailed the plaintiff a draft letter regarding share transfer.
Plaintiff transferred remaining 1,000 shares to the defendant.
Properties sold for $60.08m.
Plaintiff emailed the defendant requesting details of the sale.
Sale of Sail property completed.
Sale of Sail property completed.
Park sued the defendant and Riverwealth in Suit No 184 of 2010.
Plaintiff testified in the 2010 Suit.
Plaintiff testified in the 2010 Suit.
This court dismissed Park’s claim and allowed the defendant’s counterclaim in the 2010 Suit.
Park appealed against the dismissal of his claim (in Civil Appeal No 107 of 2012).
Park’s appeal was allowed.
Plaintiff's solicitors sent a letter to the defendant's solicitors.
Plaintiff commenced this suit.
Plaintiff filed Reply (Amendment No 1).
Defendant administered Interrogatories to the plaintiff.
Judge dismissed the defendant’s appeal.
The court allowed deductions amounting to $5,408,676.58 to be made from the gross sale proceeds of the Properties.
Defendant’s Rejoinder filed.
Plaintiff’s Surrejoinder filed.
Interest due to the defendant was quantified at $2,990,263.79.
Park was cross-examined in this suit.
Plaintiff reconfirmed testimony from 2010 Suit.
Plaintiff testified in this suit.
Plaintiff testified in this suit.
Parties filed and exchanged further submissions.
Counsel for the plaintiff applied for leave to file additional submissions.
Judgment reserved.

7. Legal Issues

  1. Breach of Oral Agreement
    • Outcome: The court found that the plaintiff had relinquished his rights under the oral agreement.
    • Category: Substantive
  2. Variation of Contract
    • Outcome: The court found that the initial agreement was varied by the Exit Offer.
    • Category: Substantive
  3. Res Judicata
    • Outcome: The court held that the plaintiff's claim amounted to an abuse of process and a collateral attack on a prior judgment.
    • Category: Procedural
    • Sub-Issues:
      • Extended doctrine of res judicata
      • Abuse of process

8. Remedies Sought

  1. Monetary Damages
  2. Account of Profits

9. Cause of Actions

  • Breach of Contract
  • Accounting

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Real Estate
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lim Koon Park v Yap Jin Meng Bryan and othersHigh CourtYes[2012] SGHC 159SingaporeCited for the dismissal of Park's claim and allowance of the defendant's counterclaim based on Park's misrepresentation.
Lim Koon Park and another v Yap Jin Meng Bryan and anotherappellate courtYes[2013] 4 SLR 150SingaporeCited as the CA judgment that established the profit-sharing arrangement in the ratio 2:1:1 for the Properties when sold.
Lim Koon Park v Yap Jin Meng Bryan and othersHigh CourtYes[2015] SGHC 284SingaporeCited for the court's allowance of deductions from the gross sale proceeds of the Properties.
Lim Koon Park v Yap Jin Meng BryanHigh CourtYes[2016] SGHC 29SingaporeCited for the quantification of interest due to the defendant for his personal loan.
Goh Nellie v Goh Lian Teck and othersN/AYes[2007] 1 SLR(R) 453SingaporeCited for the argument that the extended doctrine of res judicata or defence of abuse of process precluded the plaintiff from raising his claim in this suit.
Kwa Ban Cheong v Kuah Boon Sek and othersN/AYes[2003] 3 SLR(R) 644SingaporeCited to argue that the plaintiff was estopped from suing the defendant on identical issues that had already been determined in the 2010 Suit.
The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd (nTan Corporate Advisory Pte Ltd and others, other parties) and another appealCourt of AppealYes[2015] 5 SLR 1104SingaporeCited for the principles of res judicata.
Nana Ofori Atta II Omanhene of Akyem Abuakwa and another v Nana Abu Bonsra II as Adansehene and as Representing the Stool of Adanse and anotherN/AYes[1957] 3 All ER 559N/ACited for the principle of estoppel by conduct.
Toh Seow Ngan and Ors v Toh Seak Keng and OrsMalaysian Supreme CourtYes[1990] 2 MLJ 303MalaysiaCited for relying on Nana Ofori.
Wytcherley v AndrewsN/AYes(1871) LR 2 P&D 327N/ACited for the principle that a person content to stand by and see his battle fought by somebody else should be bound by the result.
Arnold v National Westminster Bank plcHouse of LordsYes[1991] 2 AC 93United KingdomCited for the principle of cause of action estoppel.

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

  • Profit Sharing
  • Oral Agreement
  • Variation
  • Res Judicata
  • Exit Offer
  • Riverwealth
  • Properties
  • Initial Agreement
  • Varied Agreement
  • Minimum Profit Assurance
  • Minimum Financing Period

15.2 Keywords

  • contract
  • profit sharing
  • property
  • investment
  • agreement
  • Singapore
  • litigation

17. Areas of Law

Area NameRelevance Score
Contract Law90
Oral Agreement80
Res Judicata70
Variation60

16. Subjects

  • Contract Law
  • Civil Litigation
  • Property Investment