EQ Capital Investments Ltd v Sunbreeze Group: Minority Oppression & Marital Privilege

EQ Capital Investments Ltd, a minority shareholder in The Wellness Group Pte Ltd, brought a minority oppression claim in the High Court of Singapore against Sunbreeze Group Investments Limited, Manoj Mohan Murjani, Kanchan Manoj Murjani, and The Wellness Group Pte Ltd. The claim centered on allegations of breaches of duties, dilution of shareholding in TWG Tea, and wrongful commencement of a prior suit. The court granted the application for specific discovery in part and denied it in part, addressing the issue of marital communications privilege.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application for specific discovery granted in part and denied in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Minority oppression claim. Court considered marital communications privilege regarding discovery of documents between directors who are spouses.

1.7 Decision Date

18 September 2017

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
EQ Capital Investments Ltd	Plaintiff	Corporation	Application for specific discovery granted in part	Partial	Jaikanth Shankar
Sunbreeze Group Investments Limited	Defendant	Corporation	Application for specific discovery denied in part	Partial	Koh Swee Yen, Lin Chunlong, Kenny Lau Hui Ming
Manoj Mohan Murjani	Defendant	Individual	Application for specific discovery denied in part	Partial	Koh Swee Yen, Lin Chunlong, Kenny Lau Hui Ming
Kanchan Manoj Murjani	Defendant	Individual	Application for specific discovery denied in part	Partial	Koh Swee Yen, Lin Chunlong, Kenny Lau Hui Ming
The Wellness Group Pte Ltd	Defendant	Corporation	Application for specific discovery denied in part	Partial	Koh Swee Yen, Lin Chunlong, Kenny Lau Hui Ming

3. Judges

Judge Name	Title	Delivered Judgment
Scott Tan	Assistant Registrar	Yes

4. Counsels

Counsel Name	Organization
Jaikanth Shankar	Drew & Napier LLC
Koh Swee Yen	WongPartnership LLP
Lin Chunlong	WongPartnership LLP
Kenny Lau Hui Ming	WongPartnership LLP

4. Facts

EQ Capital is a minority shareholder in Wellness.
Mr. and Mrs. Murjani are directors of both Wellness and Sunbreeze.
Suits 187 and 545 arose from disagreements between Mr. Murjani and Mr. Ron Sim over the operations of TWG Tea.
EQ Capital claims that the affairs of Wellness have been conducted in a manner oppressive to its interests.
EQ Capital sought discovery of Wellness’s internal documents, including correspondence between its directors.
The Defendants argued that correspondence between Mr. and Mrs. Murjani is protected by marital communications privilege.
EQ Capital claims Mr and Mrs Murjani wrongfully caused Wellness to breach its contractual and statutory duties.

5. Formal Citations

EQ Capital Investments Ltd v Sunbreeze Group Investments Ltd and others, Suit No 17 of 2017 (Summons No 2660 of 2017), [2017] SGHCR 15

6. Timeline

Date	Event
2010-10-15	Start date for document requests related to AGMs and accounts of Wellness.
2012-09-01	Mr. Murjani resigned as a director of TWG Tea.
2013-11-01	TWG Tea announced Rights Issue.
2014-01-01	Suits No 187 and 545 of 2014 filed.
2016-04-22	Chua Lee Ming JC dismissed claims in Suits 187 and 545.
2016-10-25	Wellness’s appeal against the dismissal of its claims in Suit 187 was dismissed.
2017-01-10	EQ Capital filed its statement of claim.
2017-02-07	Defence was first filed.
2017-05-16	Solicitors for EQ Capital wrote to the Defendants to seek specific discovery of the requested documents.
2017-05-30	Defendants’ solicitors replied that their clients would not be providing any of the requested documents.
2017-06-09	Plaintiff filed Summons No 2660 of 2017 to seek specific discovery of the requested documents.
2017-06-29	Defence amended.
2017-07-31	Judgment reserved.
2017-09-19	Judgment issued.

7. Legal Issues

Minority Oppression
- Outcome: The court considered the allegations of minority oppression in the context of the discovery application.
- Category: Substantive
- Sub-Issues:
  - Breach of contractual and statutory duties
  - Dilution of shareholding
  - Wrongful commencement of legal proceedings
Marital Communications Privilege
- Outcome: The court held that the correspondence passing between Mr. and Mrs. Murjani in relation to the affairs of Wellness are protected by the doctrine of marital communications privilege.
- Category: Procedural
Specific Discovery
- Outcome: The court granted the application for specific discovery in part and denied it in part.
- Category: Procedural

8. Remedies Sought

Specific Discovery

9. Cause of Actions

Minority Oppression

10. Practice Areas

Commercial Litigation

11. Industries

Health
Wellness

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
The Wellness Group Pte Ltd and another v OSIM International Ltd and others and another suit	High Court	Yes	[2016] 3 SLR 729	Singapore	Cited as the factual substratum of the present suit.
Hoskyn v Metropolitan Police Commissioner	House of Lords	Yes	[1979] 1 AC 474	United Kingdom	Cited for the common law rule that a person was not a competent witness either for or against his or her spouse.
Monroe v Twistleton	Unknown	Yes	(1802) Peake Add Cas. 250; 170 All ER 250	England	Cited for the rule that spousal incompetency applied even after the death of one of the spouses.
Elizabeth O’Connor and another, administratixes of George Garrow, deceased v Marjoribanks and others	English Court of Appeal	Yes	(1842) 4 Man & G 435; 134 ER 179	England	Cited for the rule that spousal incompetency applied to all communications passing between the spouses, not just those which were confidential.
Rumping v Director of Public Prosecutions	House of Lords	Yes	[1962] 3 All ER 256	United Kingdom	Cited for the reasons given for the rule of spousal incompetency.
Stapleton v Crofts	English Court of Appeal	Yes	(1852) 18 QB 367; 118 ER 137	England	Cited for the holding that the repeal of a proviso did not remove the rule on the incompetency of spouses in civil proceedings.
Warner v Press Publishing Corporation	Court of Appeals of the State of New York	Yes	132 NY 181 (NY, 1892)	United States	Cited by the Plaintiff for the argument that marital communications privilege extends only to communications which would not have been the subject of discussion but for the existence of the marital relation between the husband and wife.
Parkhurst v Berdell	Court of Appeals for the State of New York	Yes	110 NY 386 (NY, 1888)	United States	Cited for the 'business transaction exception' to marital communications privilege.
Merlin v Aetna Life Insurance Company	United States District Court for the Southern District of New York	Yes	180 F.Supp 90 (SDNY, 1960)	United States	Cited for the 'business transaction exception' to marital communications privilege.
MC Verghese v TJ Ponnan and another	Indian Supreme Court	Yes	(1970) AIR 1876	India	Cited for the effect that s 122 of the Indian Evidence Act covers widows, widowers, or divorcees.
Shenton v Taylor	English Court of Appeal	Yes	[1939] Ch 620	England	Cited for the holding that s 3 of the 1853 Amendment Act did not cover widows, widowers, or divorcees.
Lim Lye Hock v Public Prosecutor	Singapore Court of Appeal	Yes	[1994] 3 SLR(R) 649	Singapore	Cited for the effect of the changes in Indian enactments was the expansion, rather than constriction, of the ambit of protection.
Nasrat Muzayyin alias Nasrat lucas Muzayyin v Ong Tiong Seng	District Court	Yes	[2010] SGDC 321	Singapore	Cited by both parties regarding marital communications privilege.
Wennhak v Morgan	English Court of Appeal	Yes	(1888) 20 QBD 635	England	Cited for the old rule that a communication between spouses is not publication for the purposes of the law of defamation.
Connolly v Murrell	Ontario High Court	Yes	[1891] 14 PR 187	Canada	Cited for rejecting Wigmore’s argument that the expression “any communications” should be construed as possessing the implied limitation of confidentiality.
MacDonald and MacDonald v Bublitz and MacDonald	British Columbia Supreme Court	Yes	(1960) 24 DLR (2d) 527	Canada	Cited for rejecting Wigmore’s argument that the expression “any communications” should be construed as possessing the implied limitation of confidentiality.
Benet Hester and others v Zachariah Hester and others	Supreme Court of North Carolina	Yes	(1833) 15 NC Rep 228	United States	Cited for the idea that persons connected by the marriage tie have the right to think aloud in the presence of each other.
United Overseas Bank Ltd v Lippo Marina Collection Pte Ltd and others	High Court	Yes	[2017] SGHC 140	Singapore	Cited for the principle that a copy made of a document already privileged in the hands of one party for handling over to another party with no intention of waiving privilege as against other parties is privileged in that second party’s hands and that second party may himself assert the privilege.
HT SRL v Wee Shuo Woon	High Court	Yes	[2016] 2 SLR 442	Singapore	Cited for the point that the law should develop to meet the demands of the modern age.
Mariwu Industrial Co (S) Ltd v Dextra Asia Co Ltd	Singapore Court of Appeal	Yes	[2006] 4 SLR(R) 809	Singapore	Cited for the way the common law has extended the doctrine of without prejudice privilege beyond the strict confines of s 23 of the EA.
Queen-Empress v Donoghue	Unknown	Yes	(1898) 22 Mad 1	India	Cited for the holding that a letter sent by the first defendant to his wife which had been obtained by the police during a search of the premises was admissible in evidence.
Berkeley Administration Inc and others v McClelland and others	English Court of Appeal	Yes	[1990 FSR 381	England	Cited for the argument that on top of the two requirements, it must additionally be shown that there are documents which have not been disclosed in general discovery before the court has jurisdiction to make an order for specific discovery.
The Management Corporation Strata Title Plan No 689 v DTZ Debenham Tie Leung (SEA) Pte Ltd and another	High Court	Yes	[2008] SGHC 98	Singapore	Cited for the court’s jurisdiction to grant an order for specific discovery is enlivened when there is sufficient evidence to show that the requested documents are in the possession, custody or power of the requested party and the requested documents are relevant.
Dante Yap Go v Bank Austria Creditanstalt AG	High Court	Yes	[2007] SGHC 69	Singapore	Cited for the relevance of a document must be determined by reference to the pleaded cases of the parties.
CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Ltd) v Polimet Pte Ltd and others	High Court	Yes	[2016] 1 SLR 1382	Singapore	Cited for if discovery is sought of a class of documents rather than a specific document, relevance must be shown in relation to the entire class described as a class, and not only some parts of the class.
Bayerische Hypo- und Vereinsbank AG v Asia Pacific Breweries (Singapore) Pte Ltd and other applications	High Court	Yes	[2004] 4 SLR(R) 39	Singapore	Cited for even after the court’s jurisdiction has been engaged, the court still retains a discretion to decide whether or not to make the order for specific discovery.
Coni v Robertson	English High Court	Yes	[1969] 1 WLR 1007	England	Cited for the object of this requirement was prevent parties from abusing the specific discovery process by applying for orders which are duplicative and vexatious.
Kumagai-Zenecon Construction Pte Ltd (in liquidation) and another v Low Hua Kin alias Loo Wah Kin	High Court	Yes	[1996] SGHC 195	Singapore	Cited for the applicant seeking a further and better list under O 24 r 1 (5) of the Rules must specify which documents were clearly omitted.
UCMI Ltd v Tokio Marine & Fire Insurance Co (Singapore) Pte Ltd and others	High Court	Yes	[2006] 4 SLR(R) 95	Singapore	Cited for where the application is one for specific discovery, the burden rests on the party resisting discovery to show that disclosure is not necessary.
Alliance Management SA v Pendleton Lane P and another and another suit	High Court	Yes	[2007] 4 SLR(R) 343	Singapore	Cited for where the application is one for production for inspection, the burden rests on the applicant to show that it is necessary that the requested documents be produced.
Dolling-Baker v Merrett and another	English Court of Appeal	Yes	[1990] 1 WLR 1205	England	Cited for the rationale for the distinction between applications for specific discovery and applications for production for inspection.
Fuji Photo Film Co Ltd v Carr’s Paper Ltd	English High Court	Yes	[1989] RPC 713	England	Cited for a similarly wide request was rejected.
Oversea-Chinese Banking Corp Ltd v Wright Norman and others	Unknown	Yes	[1989] 1 SLR(R) 551	Singapore	Cited for at this interlocutory stage, this verified list is conclusive.
Soh Lup Chee and others v Seow Boon Cheng and another	Unknown	Yes	[2002] 1 SLR(R) 604	Singapore	Cited for the court still retains the discretion to make an order for specific discovery despite which is said on affidavit, but the authorities suggest that this will only be done where there is a “reasonable suspicion” that there are other directly relevant documents that have not been disclosed.
Tan Chin Seng and others v Raffles Town Club Pte Ltd	Singapore Court of Appeal	Yes	[2002] 2 SLR(R) 465	Singapore	Cited for in order to get an order for the discovery of indirectly relevant documents, an applicant must show in what way the indirectly relevant documents it seeks will lead to the discovery of other directly relevant documents.
Surface Stone Pte Ltd v Tay Seng Leon and another	High Court	Yes	[2011] SGHC 223	Singapore	Cited for in order to get an order for the discovery of indirectly relevant documents, an applicant must show in what way the indirectly relevant documents it seeks will lead to the discovery of other directly relevant documents.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and other appeals	Court of Appeal	Yes	[2007] 2 SLR(R) 367	Singapore	Cited for the two requirements that have to be met for litigation privilege to be claimed.
The Aegis Blaze	English Court of Appeal	Yes	[1986] 1 Lloyd’s Rep 203	England	Cited for if a document is privileged in one action then the party entitled to assert that privilege are entitled to assert the same privilege in a subsequent action in which the documents are relevant.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed)	Singapore
Companies Act (Cap 50, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Marital Communications Privilege
Specific Discovery
Minority Oppression
TWG Tea
Wellness
Oppression
Discovery
Shareholder
Directors
Litigation Privilege

15.2 Keywords

Minority Oppression
Marital Privilege
Discovery
Singapore
Civil Procedure
Evidence Act
Companies Act

16. Subjects

Civil Procedure
Evidence
Company Law

17. Areas of Law

Civil Procedure
Discovery of documents
Privileges