Koh Keng Chew v Liew Kit Fah: Share Valuation Dispute in Minority Shareholder Oppression Claim
In Koh Keng Chew and others v Liew Kit Fah and others, the Singapore High Court addressed the issue of the reference date for the valuation of shares in an oppression action under s 216 of the Companies Act. The plaintiffs, Koh Keng Chew, Koh Oon Bin, and Koh Hoon Lye, sought a buyout order against the defendants, Liew Kit Fah, Liew Chiew Woon, Pang Kok Lian, Soh Kim Seng, Soh Soon Jooh, Poh Teck Chuan, Samwoh Corporation Pte Ltd, Samwoh Resources Pte Ltd, Samwoh Infrastructure Pte Ltd, Samgreen Pte Ltd, Samwoh Marine Pte Ltd, Samwoh Shipping Pte Ltd, Resource Development Holdings Pte Ltd, Highway International Pte Ltd, Sam Land Pte Ltd and Sam Development Pte Ltd. The court determined that 17 February 2016 was the appropriate reference date for the valuation of the plaintiffs’ shares in the defendant companies.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Reference date for share valuation set as 17 February 2016.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on reference date for share valuation in a minority shareholder oppression claim. The court decided on February 17, 2016, as the reference date.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Koh Keng Chew | Plaintiff | Individual | Shares to be purchased by the 1st to 6th defendants | Partial | Lim Wei Lee, Catherine Chan |
| Koh Oon Bin | Plaintiff | Individual | Shares to be purchased by the 1st to 6th defendants | Partial | Lim Wei Lee, Catherine Chan |
| Koh Hoon Lye | Plaintiff | Individual | Shares to be purchased by the 1st to 6th defendants | Partial | Lim Wei Lee, Catherine Chan |
| Liew Kit Fah | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Liew Chiew Woon | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Pang Kok Lian | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Soh Kim Seng | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Soh Soon Jooh | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Poh Teck Chuan | Defendant | Individual | Required to purchase plaintiffs' shares | Partial | Patrick Ang, Chong Kah Kheng, Daniel Gaw |
| Samwoh Corporation Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Samwoh Resources Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Samwoh Infrastructure Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Samgreen Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Samwoh Marine Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Samwoh Shipping Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Resource Development Holdings Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Highway International Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Sam Land Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
| Sam Development Pte Ltd | Defendant | Corporation | Shares to be purchased by the 1st to 6th defendants | Partial | Nicholas Ngo |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Wei Lee | WongPartnership LLP |
| Catherine Chan | WongPartnership LLP |
| Patrick Ang | Rajah & Tan Singapore LLP |
| Chong Kah Kheng | Rajah & Tan Singapore LLP |
| Daniel Gaw | Rajah & Tan Singapore LLP |
| Nicholas Ngo | TSMP Law Corporation |
4. Facts
- Plaintiffs commenced an action under s 216 of the Companies Act.
- The court ordered the 1st to 6th defendants to purchase the plaintiffs’ shares.
- The parties agreed that an independent valuer would determine the price.
- The parties disagreed on the reference date for the valuation.
- The 1st to 6th defendants appealed against the decision regarding the reference date.
- The plaintiffs had not contributed to the Samwoh Group and had competed with it.
- The plaintiffs proposed 31 December 2014 as the reference date in an open offer.
5. Formal Citations
- Koh Keng Chew and others v Liew Kit Fah and others, Suit No 125 of 2014, [2017] SGHC 52
- Koh Keng Chew and others v Liew Kit Fah and others, , [2016] 4 SLR 1208
6. Timeline
| Date | Event |
|---|---|
| Suit No 125 of 2014 filed | |
| Writ in this action was filed | |
| Initial offer made by the 1st to 6th defendants | |
| Plaintiffs made an open offer to purchase the 1st to 6th defendants’ shares | |
| Parties allegedly agreed to 31 December 2014 as reference date | |
| 1st to 6th defendants’ solicitors replied to plaintiffs | |
| 1st to 6th defendants issued a further open offer to the plaintiffs | |
| Court order dated for buyout order | |
| Judgment delivered for the 1st to 6th defendants to purchase the shares of the plaintiffs | |
| Hearing on the reference date for the valuation of the shares | |
| Judgment issued |
7. Legal Issues
- Reference Date for Share Valuation
- Outcome: The court decided on 17 February 2016 as the reference date for the valuation of the plaintiffs’ shares.
- Category: Substantive
- Related Cases:
- [2016] 4 SLR 1208
- [1986] BCLC 430
- [1986] Ch 211
- [2002] 1 WLR 1024
- [2006] 4 SLR(R) 745
- [2010] 2 SLR 209
- [2010] 2 SLR 776
- [2010] 1 SLR 241
- [2014] SGHC 224
- [2016] SGHC 177
- [1994] 2 SLR(R) 501
- [2014] 4 SLR 140
8. Remedies Sought
- Order for the 1st to 6th defendants to purchase the shares of the plaintiffs
9. Cause of Actions
- Oppression of Minority Shareholders
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Koh Keng Chew and others v Liew Kit Fah and others | High Court | Yes | [2016] 4 SLR 1208 | Singapore | Refers to the earlier judgment where the court ordered the 1st to 6th defendants to purchase the shares of the plaintiffs. |
| In re Cumana Ltd | N/A | Yes | [1986] BCLC 430 | England | Cited for the principle that the filing date reflects when the applicant treats unfair conduct as destroying the basis for continuing as a shareholder. |
| Re London School of Electronics Ltd | N/A | Yes | [1986] Ch 211 | England | Cited for the general proposition that an interest in a going concern should be valued at the date on which it is ordered to be purchased. |
| Profinance Trust SA v Gladstone | English Court of Appeal | Yes | [2002] 1 WLR 1024 | England | Reviewed English decisions on share valuation and agreed with the proposition in Re London School of Electronics Ltd. |
| Lim Swee Khiang v Borden | N/A | Yes | [2006] 4 SLR(R) 745 | Singapore | Cited as a case where the Filing Date was chosen as the reference date. |
| Lim Chee Twang v Chan Shuk Kuen Helina and others | N/A | Yes | [2010] 2 SLR 209 | Singapore | Cited as a case where the Filing Date was chosen as the reference date. |
| Over & Over Ltd v Bonvests Holdings Ltd and another | N/A | Yes | [2010] 2 SLR 776 | Singapore | Cited as a case where the Buyout Order Date was chosen. |
| Eng Gee Seng v Quek Choon Teck and others | N/A | Yes | [2010] 1 SLR 241 | Singapore | Cited as a case where the Buyout Order Date was chosen. |
| Sharikat Logistics Pte Ltd v Ong Boon Chuan and others | High Court | Yes | [2014] SGHC 224 | Singapore | Cited as a case where the Buyout Order Date was chosen. |
| Lim Seng Wah and another v Han Meng Siew and others | High Court | Yes | [2016] SGHC 177 | Singapore | Cited as a case where the Buyout Order Date was chosen. |
| Tullio Planeta v Maoro Andrea G | N/A | Yes | [1994] 2 SLR(R) 501 | Singapore | Discussed the general rule in Re London School of Electronics Ltd but did not express a clear view on it. |
| Lim Ah Sia v Tiong Tuang Yeong and others | N/A | Yes | [2014] 4 SLR 140 | Singapore | Discusses an agreement reached before it was voided, and the court decided that going back to the agreement was the fairest way of valuing the plaintiff’s shares. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 216 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Reference date
- Share valuation
- Buyout order
- Minority shareholders
- Oppression action
- Independent valuer
- Filing Date
- Buyout Order Date
15.2 Keywords
- share valuation
- minority shareholder
- oppression
- companies act
- singapore
- high court
16. Subjects
- Company Law
- Share Valuation
- Minority Shareholder Rights
17. Areas of Law
- Company Law
- Oppression of Minority Shareholders
- Valuation of Shares