Goh Seng Heng v RSP Investments: Injunctions & Shareholder Power Struggle

In two related suits before the High Court of Singapore, Dr. Goh Seng Heng, a shareholder and former managing director of Aesthetic Medical Partners Pte Ltd (the Company), sought an injunction against RSP Investments and others to prevent them from altering the company's share capital. The Company and its subsidiaries, Aesthetic Medical Holdings Pte Ltd and PPP Investments Pte Ltd, also sued Dr. Goh, Michelle Goh, and Quikglow Pte Ltd for breaches of fiduciary and contractual duties. The court dismissed Dr. Goh's application and granted the AM group's applications for a Mareva injunction and a Springboard injunction.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Dr. Goh's application for an injunction was dismissed. The AM group's applications for a Mareva injunction and a Springboard injunction were granted.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Shareholder dispute over aesthetic clinics. Court denied Goh's injunction, granted Mareva and Springboard injunctions to protect company assets.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Koh Mui LeeDefendantIndividualOtherNeutral
Goh Seng HengPlaintiff, DefendantIndividualApplication DismissedLost
Aesthetic Medical Partners Pte LtdPlaintiffCorporationInjunction GrantedWon
Goh Ming Li Michelle @ Wu MingliDefendantIndividualInjunction GrantedLost
RSP InvestmentsDefendant, PlaintiffCorporationInjunction GrantedWon
Terence LohDefendant, PlaintiffIndividualInjunction GrantedWon
Nelson LohDefendant, PlaintiffIndividualInjunction GrantedWon
Motcombe Holdings LimitedDefendant, PlaintiffCorporationInjunction GrantedWon
Justin Demetrio ReisDefendant, PlaintiffIndividualInjunction GrantedWon
Peter Anthony ReisDefendant, PlaintiffIndividualInjunction GrantedWon
Aesthetic Medical Holdings Pte LtdPlaintiffCorporationInjunction GrantedWon
PPP Investments Pte LtdPlaintiffCorporationInjunction GrantedWon
Quikglow Pte Ltd (formerly known as Dr Michelle Goh Pte Ltd)DefendantCorporationInjunction GrantedLost
Lee Kin YunDefendantIndividualOtherNeutral
Goh Ming Yi MelissaDefendantIndividualOtherNeutral

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuSenior JudgeYes

4. Counsels

Counsel NameOrganization
Ong Pei ChingMorgan Lewis Stamford LLC
Tan Gim Hai AdrianMorgan Lewis Stamford LLC
Joel LimMorgan Lewis Stamford LLC
Yeoh Jean WernMorgan Lewis Stamford LLC
Lim Siok KhoonMorgan Lewis Stamford LLC
Goh Chee HsienMorgan Lewis Stamford LLC
Rajaram Muralli RajaStraits Law Practice LLC
N SreenivasanStraits Law Practice LLC
Tan Kai Ning ClaireStraits Law Practice LLC
Lim JieStraits Law Practice LLC
Heng Wui-Kee AndrewStraits Law Practice LLC
Nicole Cheah Shen-LiStraits Law Practice LLC
Suresh s/o DamodaraDamodara Hazra LLP
Sujatha SelvakumarAldgate Chambers LLC
Pereira Kenetth JeraldAldgate Chambers LLC
Wee Jia MinAldgate Chambers LLC

4. Facts

  1. Dr. Goh and Michelle resigned as directors of the Company before the February EGM.
  2. Dr. Goh made a media statement indicating he no longer wished to be involved with the AM group.
  3. Dr. Goh, with the aid of Koh and Michelle, allegedly bled the Company dry to the tune of at least $8.9m.
  4. Dr. Goh allegedly made threats against his fellow shareholders.
  5. Dr. Goh approached the Company’s landlord to say the Company wanted to terminate its leases and that Quikglow would be the replacement tenant.
  6. Michelle attempted to entice doctors from the AM group to join Quikglow.
  7. Dr. Goh attempted to have Quikglow take over the operations of the PPP clinics.

5. Formal Citations

  1. Goh Seng Heng v RSP Investments and others and another matter, Suit No 546 of 2015, [2016] SGHC 275

6. Timeline

DateEvent
Aesthetic Medical Partners Pte Ltd incorporated
Quikglow Pte Ltd incorporated
Lion Rock Capital wanted to invest in the Company
Settlement Agreement reached between parties
Licence Agreement signed between the Company, AMH and GSHKML
Dr Goh received licence fees
Motcombe Holdings Limited was a shareholder of the Company until this date
Dr Goh agreed to purchase shares from RSP in the event of an IPO
Dr Goh entered into a share sale agreement with Liberty Sky Investments Limited
Dr Goh factually terminated his service contract
Extraordinary general meeting scheduled
Dr Goh discontinued action against Lucy
Nelson was appointed a director of the Company
Lee was transferred to the Company as Interim/Acting CEO
Medical Services Agreement between the Company and Michelle Goh dated
Marketing, Design & Product Development and Supply Outsource Assignment Agreement dated
Dr Goh received licence fees
Loan agreement dated executed between Koh and AMH
Dr Goh procured a board resolution approving Koh’s loan
Dr Goh engaged as a professional locum to service Paragon patients
Board of directors of the Company received an email from Jeremy Searle
Nelson sought verification of the Vietnam sale from Lee
Dr Goh signed an agreement with Lee described as a “Contract of Professional Services”
Dr Goh and Michelle launched a campaign to harm the reputation of the PPP brand
Payment voucher of the Company indicates amounts payable to Dr Goh
Dr Goh tendered his letter of resignation
Nelson was appointed of AMH
Dr Goh emailed the Ministry of Health
EGM convened to appoint Terence as a director of the Company
Dr Goh attempted to induce doctors working for the AM group to resign
Dr Goh attempted to induce doctors working for the AM group to resign
AMH received a letter of demand from Koh’s lawyers
Interim report dated
Nelson filed two affidavits in the 2016 Suit
Dr Goh was restrained from disposing of his assets up to the value of $10m
Justin was a shareholder of the Company until about this date
Dr Goh filed reply affidavit
Dr Goh filed reply affidavit
Nelson’s affidavit in response to Gong filed
AM group was granted leave to add PPP Investments Pte Ltd as the third plaintiff
Affidavit filed in support of Dr Goh’s application
Affidavit filed by Terence
Judgment Date

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court found a prima facie case that Dr. Goh and Michelle misused confidential information, giving an unfair advantage to Quikglow.
    • Category: Substantive
    • Sub-Issues:
      • Misuse of confidential information
      • Conflict of interest
      • Self-dealing
  2. Breach of Contract
    • Outcome: The court found that Dr. Goh and Michelle breached the terms of their service contracts, including restraint of trade and non-solicitation clauses.
    • Category: Substantive
    • Sub-Issues:
      • Restraint of trade
      • Non-solicitation
      • Confidentiality
  3. Injunctions
    • Outcome: The court granted a Mareva injunction to prevent Dr. Goh from disposing of assets and a Springboard injunction to prevent Quikglow from gaining an unfair competitive advantage.
    • Category: Procedural
    • Sub-Issues:
      • Springboard injunction
      • Mareva injunction
      • Balance of convenience

8. Remedies Sought

  1. Injunction
  2. Damages

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Breach of Contract
  • Conspiracy by lawful and/or unlawful means

10. Practice Areas

  • Commercial Litigation
  • Injunctions
  • Shareholder Disputes

11. Industries

  • Healthcare
  • Aesthetic Medicine

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Terrapin Ltd v Builders’ Supply Co (Hayes) Ltd and othersN/AYes[1960] RPC 128United KingdomCited as the origin of the 'Springboard' injunction principle.
Jardine Lloyd Thompson Pte Ltd v Howden Insurance Brokers (S) Pte Ltd and othersN/AYes[2015] 5 SLR 258SingaporeDecision where the court adverted to the Terrapin case but declined to grant the Springboard injunction.
QBE Management Services (UK) Ltd v Charles Dymoke and othersN/AYes[2012] IRLR 458United KingdomCited for the requirements to be fulfilled for the Company to be entitled to a Springboard injunction.
Universal Thermosensors Ltd v Hibbens and othersN/AYes[1992] 1 WLR 840United KingdomCited in relation to the Springboard injunction.
American Cynamid Co v Ethicon LtdN/AYes[1975] AC 396United KingdomCited for the principles applicable to interim injunctions, particularly the balance of convenience test.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Springboard injunction
  • Mareva injunction
  • PPP laser brand
  • Quikglow
  • Rights issue
  • Settlement Agreement
  • Licence Agreement
  • Service contract
  • Restraint of trade
  • Non-solicitation

15.2 Keywords

  • injunction
  • shareholder dispute
  • fiduciary duty
  • contract
  • aesthetic medicine
  • company law
  • singapore

17. Areas of Law

Area NameRelevance Score
Mareva Injunctions85
Injunctions80
Civil Practice75
Fiduciary Duties60
Commercial Disputes50
Company Law40

16. Subjects

  • Injunctions
  • Shareholder Disputes
  • Company Law
  • Civil Procedure