Lim Geok Lin Andy v Yap Jin Meng Bryan: Abuse of Process, Contract Variation, and Oral Agreement Dispute

In Lim Geok Lin Andy v Yap Jin Meng Bryan, the Court of Appeal of Singapore heard two appeals (Civil Appeal No 152 of 2016 and Civil Appeal No 176 of 2016) concerning a dispute over profits from a joint venture. The court dismissed the appellant's claim, finding an abuse of process under the Henderson principle. While also considering the merits, the court found against the appellant on the contract dispute. The court allowed the appeal regarding costs. The primary legal issue was whether the appellant's claim constituted an abuse of process and whether he was entitled to profits despite transferring his shares. The court dismissed the main appeal and allowed the appeal regarding costs, with each party bearing their own costs for that specific appeal.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Civil Appeal No 152 of 2016 is dismissed with costs to the Respondent, while Civil Appeal No 176 of 2016 is allowed. The parties are to bear their own costs in relation to Civil Appeal No 176 of 2016.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The Court of Appeal dismissed Lim Geok Lin Andy's claim against Yap Jin Meng Bryan, finding an abuse of process and no merit in the contract dispute.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lim Geok Lin AndyAppellantIndividualAppeal DismissedLost
Yap Jin Meng BryanRespondentIndividualAppeal Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Sundaresh MenonChief JusticeNo
Andrew Phang Boon LeongJudge of AppealYes
Tay Yong KwangJudge of AppealNo

4. Counsels

Counsel NameOrganization
Os AgarwalWong Thomas & Leong
Alvin Tan Kheng AnnWong Thomas & Leong
Marina Chin Li YuenTan Kok Quan Partnership
Eugene Jedidiah Low Yeow ChinTan Kok Quan Partnership
Lee Hwee Yenn AmandaTan Kok Quan Partnership
Calvin Liang HanwenTan Kok Quan Partnership

4. Facts

  1. The Appellant, Respondent, and Park entered a joint venture to acquire, redevelop, and resell properties.
  2. Riverwealth Pte Ltd was incorporated as the joint venture vehicle.
  3. The Properties were purchased in late April 2008 for $48.5m.
  4. There was an alleged oral agreement for profits to be split in a 2:1:1 ratio.
  5. The Appellant transferred his shares in Riverwealth to the Respondent in 2009.
  6. The Appellant was a witness in a previous suit between Park and the Respondent.
  7. The Appellant claimed the share transfer was to facilitate refinancing, not to relinquish profit entitlement.

5. Formal Citations

  1. Lim Geok Lin Andy v Yap Jin Meng Bryan, Civil Appeal No 152 of 2016, [2017] SGCA 46
  2. Lim Geok Lin Andy v Yap Jin Meng Bryan, Civil Appeal No 176 of 2016, [2017] SGCA 46

6. Timeline

DateEvent
Riverwealth Pte Ltd incorporated
Properties purchased
Riverwealth failed to submit final plans for development of the Properties
Hong Leong Finance Limited demanded Riverwealth place a $1m fixed deposit
Uluru meeting
Respondent sent email to Park regarding share transfer
Park refused to follow actions outlined in Respondent's email
Respondent renegotiated some terms of the Hong Leong Finance Limited loan
Appellant executed deed of transfer in favor of Respondent
Appellant executed deed of transfer in favor of Respondent and resigned as director
Respondent transferred 1000 shares to the Appellant
Shares returned to the Respondent
Properties sold for $60.08m
Appellant remained a guarantor for the Hong Leong Finance Limited loan until this date
Appellant commenced claim against the Respondent
Date of first hearing
Judgment reserved

7. Legal Issues

  1. Abuse of Process
    • Outcome: The court found that the Appellant's claim amounted to an abuse of process under the rule in Henderson, as it was an attempt to relitigate issues already decided in previous proceedings.
    • Category: Procedural
    • Related Cases:
      • [2016] SGHC 234
      • Henderson v Henderson (1843) 3 Hare 100; 67 ER 313
      • [2007] 1 SLR(R) 453
      • [2002] 2 AC 1
      • [2013] UKSC 46
      • [2015] 5 SLR 1104
      • (1871) LR 2 P&D 327
      • [1977] 1 WLR 510
      • [1957] 3 WLR 830
      • (1959) 27 WWR 594
  2. Contract Variation
    • Outcome: The court found that the Appellant had not proven that the initial profit-sharing agreement remained in effect after he transferred his shares to the Respondent.
    • Category: Substantive
  3. Costs
    • Outcome: The court allowed the appeal regarding costs, finding that the Respondent's offer to settle was not a genuine offer and did not justify an order for indemnity costs.
    • Category: Procedural
    • Related Cases:
      • [2004] 3 SLR(R) 267
      • [2001] 1 SLR(R) 38

8. Remedies Sought

  1. Share of Profits

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lim Geok Lin Andy v Yap Jin Meng BryanHigh CourtYes[2016] SGHC 234SingaporeCited as the judgment under appeal in Civil Appeal No 152 of 2016.
Lim Geok Lin Andy v Yap Jin Meng BryanHigh CourtYes[2016] SGHC 261SingaporeCited as the judgment under appeal in Civil Appeal No 176 of 2016, regarding the issue of costs.
Henderson v HendersonCourt of ChanceryYesHenderson v Henderson (1843) 3 Hare 100; 67 ER 313England and WalesCited as the seminal English decision laying down the broader doctrine of res judicata and the basis for the abuse of process argument.
Goh Nellie v Goh Lian Teck and othersHigh CourtYes[2007] 1 SLR(R) 453SingaporeCited for the proposition that Henderson v Henderson is often regarded as the root of the doctrine of abuse of process.
Johnson v Gore Wood & Co (a firm)House of LordsYes[2002] 2 AC 1United KingdomCited for affirming the existence of the doctrine of abuse of process as separate and distinct from the doctrine of res judicata.
Virgin Atlantic Airways Limited v Zodiac Seats UK Limited (formerly known as Contour Aerospace Limited)United Kingdom Supreme CourtYes[2013] UKSC 46United KingdomCited for re-affirming the prominence of the rule in Henderson.
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 clarifying that the doctrine of abuse of process is oft-called the “the extended doctrine of res judicata”.
Lim Koon Park v Yap Jin Meng Bryan and othersHigh CourtYes[2012] SGHC 159SingaporeCited as the 2012 High Court Judgment in the 2010 Suit between Park and the Respondent, where the Judge found against the Appellant's claim regarding a separate oral agreement.
Lim Koon Park and another v Yap Jin Meng Bryan and anotherCourt of AppealYes[2013] 4 SLR 150SingaporeCited as the 2013 Court of Appeal Judgment in the 2010 Suit, where the court affirmed the existence of the Initial Agreement and the Appellant's transfer of shares.
Lim Koon Park and another v Yap Jin Meng Bryan and othersHigh CourtYes[2015] SGHC 284SingaporeCited for the Judge's decision on deductions from the gross proceeds of the Properties sale.
Lim Koon Park v Yap Jin Meng BryanHigh CourtYes[2016] SGHC 29SingaporeCited for the Judge's determination of the rate and amount of interest to be awarded to the Respondent in relation to his personal loan extended to Riverwealth.
Kwa Ban Cheong v Kuah Boon Sek and othersHigh CourtYes[2003] 3 SLR(R) 644SingaporeCited by counsel for the Appellant in the application to intervene in the 2010 Suit.
Oak v Frobisher Limited et al (No 2)Saskatchewan Court of Queen’s BenchYes(1959) 27 WWR 594CanadaCited as an example of a case where a party was prevented from relitigating an issue due to their involvement in previous proceedings.
Gleeson v J Wippell & Co LtdHigh CourtYes[1977] 1 WLR 510England and WalesCited for the principle that there is generally no abuse of process unless the defendants are themselves related by a “privity of interests”.
Nana Ofori Atta II, Omanhene of Akyem Abuakwa and anor v Nana Abu Bonsra II as Adansehene, and as representing the Stool of Adanse and anorPrivy CouncilYes[1957] 3 WLR 830GhanaCited as a case where the defence of abuse of process was successfully invoked where the same defendant is sued twice by different plaintiffs on the identical issues which have already been determined in the earlier action.
Wytcherley v AndrewsCourt of Probate and DivorceYes(1871) LR 2 P&D 327England and WalesCited for the principle that a person who stands by and watches a case fought out by someone else in the same interest should be bound by the result.
Man B&W Diesel S E Asia Pte Ltd and another v PT Bumi International Tankers and another appealCourt of AppealYes[2004] 3 SLR(R) 267SingaporeCited for the principle that a court is not obliged to award indemnity costs simply because the offer to settle made by one party is more favourable than what the opposing party eventually obtained.
Singapore Airlines Ltd and another v Fujitsu Microelectronics (Malaysia) Sdn Bhd and othersCourt of AppealYes[2001] 1 SLR(R) 38SingaporeCited for the principle that an offer to settle should be a serious and genuine offer and not just to entail the payment of costs on an indemnity basis.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Abuse of process
  • Res judicata
  • Initial Agreement
  • Exit Offer
  • Riverwealth
  • Uluru meeting
  • Minimum Profit Assurance
  • Minimum Financing Period
  • Alternate Financing Proposal
  • Share transfer
  • Joint venture

15.2 Keywords

  • contract
  • abuse of process
  • res judicata
  • property
  • joint venture
  • singapore
  • court of appeal

17. Areas of Law

Area NameRelevance Score
Abuse of Process90
Res Judicata80
Civil Procedure70
Extended doctrine60
Breach of Contract60
Oral Agreement50
Contract Law50
Appeal40
Costs30

16. Subjects

  • Contract Dispute
  • Abuse of Process
  • Civil Litigation