Peh Yeng Yok v Tembusu Systems: Setting Aside Anton Piller Order in Minority Oppression Suit
In Peh Yeng Yok v Tembusu Systems Pte Ltd, the High Court of Singapore heard an application to set aside a search order in a suit filed by Peh Yeng Yok against Tembusu Systems Pte Ltd, Andras Kristof, and Jarrod Luo. Peh Yeng Yok, a minority shareholder, alleged oppressive conduct and breach of directors' duties. The court, on 19 November 2015, set aside the search order, finding that Peh Yeng Yok had not demonstrated a sufficiently strong prima facie case, a real risk of evidence destruction, or that the order's effect was proportionate. The court ordered Peh Yeng Yok to pay costs to the defendants.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Search order set aside against all defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court set aside a search order against Tembusu Systems and its directors in a minority oppression suit, finding the plaintiff failed to prove a strong prima facie case or risk of evidence destruction.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Peh Yeng Yok | Plaintiff | Individual | Search order set aside | Lost | Kevin Lim Meng Ern, Philip Fong Yeng Fatt, Tan Yong Seng Nicklaus, Wong Hui Juan Lynn |
| Tembusu Systems Pte Ltd (formerly known as Tembusu Terminals Pte Ltd) | Defendant | Corporation | Search order set aside | Won | Adrian Tan |
| Andras Kristof | Defendant | Individual | Search order set aside | Won | Joseph Tay Weiwen, Tan Aik Thong, Claire Yeo |
| Jarrod Luo | Defendant | Individual | Search order set aside | Won | Joseph Tay Weiwen, Tan Aik Thong, Claire Yeo |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kevin Lim Meng Ern | Harry Elias Partnership LLP |
| Philip Fong Yeng Fatt | Harry Elias Partnership LLP |
| Tan Yong Seng Nicklaus | Harry Elias Partnership LLP |
| Wong Hui Juan Lynn | Harry Elias Partnership LLP |
| Adrian Tan | August Law Corporation |
| Joseph Tay Weiwen | Shook Lin & Bok LLP |
| Tan Aik Thong | Shook Lin & Bok LLP |
| Claire Yeo | Shook Lin & Bok LLP |
4. Facts
- Plaintiff, a minority shareholder, alleged that the defendants (directors) conducted the company's affairs oppressively.
- Plaintiff claimed the directors authorized suspicious transactions without board approval.
- Plaintiff alleged the directors offered a bribe to silence an investigation into the transactions.
- Plaintiff claimed the directors engaged in a Ukraine deal that may breach international sanctions.
- The court found the plaintiff's allegations were largely based on speculation and suspicion.
- The defendants provided details and supporting documents for the suspicious transactions.
- The court accepted the defendants' explanation for the offer as a legitimate settlement proposal.
5. Formal Citations
- Peh Yeng Yok v Tembusu Systems Pte Ltd (formerly known as Tembusu Terminals Pte Ltd) and others, Suit No 504 of 2015, [2016] SGHC 36
6. Timeline
| Date | Event |
|---|---|
| Company incorporated in Singapore | |
| Andras sent an email to investors of the Company providing a periodic update of the Company’s affairs for April 2015 | |
| PSW's employment as Chief Strategy Officer was terminated | |
| Meeting between Hee and Jarrod regarding the Ukraine Deal | |
| Plaintiff applied ex parte for the search order | |
| Court granted the search order | |
| Search order served on the defendants | |
| Parties agreed to certain temporary orders pending the hearing of the substantive applications to set aside the search order | |
| Court heard the defendants’ applications to set aside the search order | |
| Court gave decision to set aside the search order dated 17 June 2015 | |
| Plaintiff filed Notice of Appeal against part of the decision |
7. Legal Issues
- Setting aside of search order
- Outcome: The court set aside the search order, finding that the plaintiff had not met the requirements for granting such an order.
- Category: Procedural
- Sub-Issues:
- Failure to demonstrate an extremely strong prima facie case
- Failure to demonstrate a real possibility that the defendants would destroy evidence
- Disproportionality of the search order's effect to its legitimate object
- Breach of Directors' Duties
- Outcome: The court found that the plaintiff had not made out an extremely strong prima facie case that the directors had breached their duties.
- Category: Substantive
- Sub-Issues:
- Failure to provide information to a director
- Misappropriation of company funds
8. Remedies Sought
- Search Order
- Order that Andras and Jarrod sell their shares in Estates General to PSW
9. Cause of Actions
- Minority Oppression
- Breach of Directors' Duties
10. Practice Areas
- Commercial Litigation
11. Industries
- Technology
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch) | High Court | Yes | [2006] 1 SLR(R) 901 | Singapore | Cited for the requirements that must be met for a plaintiff applying for a search order. |
| Bengawan Solo Pte Ltd and another v Season Confectionery Co (Pte) Ltd | High Court | Yes | [1994] 1 SLR(R) 448 | Singapore | Cited for the principle that a search order can be set aside if the party obtaining it had failed to make full and frank disclosure of material facts. |
| BP Singapore Pte Ltd v Quek Chin Thean and others | High Court | Yes | [2011] 2 SLR 541 | Singapore | Cited for the principle that the court can consider events subsequent to the grant of the order in determining whether the requirements of a search order have been met. |
| Nikkomann Co Pte Ltd and others v Yulean Trading Pte Ltd | High Court | Yes | [1992] 2 SLR(R) 328 | Singapore | Cited for the proposition that the risk that evidence may be destroyed can be inferred from the conduct of a defendant who is untrustworthy. |
| Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal | Court of Appeal | Yes | [2015] 5 SLR 558 | Singapore | Cited for the principle that an allegation of dishonesty is no substitute for examining whether there is in fact a real risk of dissipation of assets. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Search Order
- Anton Piller Order
- Minority Oppression
- Directors' Duties
- Prima Facie Case
- Suspicious Transactions
- Ukraine Deal
- Corporate Governance
- Shareholder
- Misappropriation
15.2 Keywords
- search order
- minority oppression
- directors duties
- tembusu systems
- singapore
- cryptocurrency
16. Subjects
- Civil Procedure
- Company Law
17. Areas of Law
- Civil Procedure
- Anton Piller Orders
- Minority Oppression