Sunbreeze v Sim Chye Hock Ron: Minority Oppression, Third Party Proceedings, Amendment Application
Sunbreeze Group Investments Ltd, Manoj Mohan Murjani, and Kanchan Manoj Murjani appealed against the High Court's decision to strike out their third-party action against Ron Sim Chye Hock in a minority oppression suit brought by EQ Capital Investments Ltd. The Court of Appeal dismissed the appeal, finding the third-party proceedings redundant. The court also dismissed the appellants' application for leave to amend their third party statement of claim.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal dismissed. The court affirmed the decision to strike out the third party proceedings.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding striking out third party proceedings in a minority oppression suit. Court dismissed application to amend third party claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sunbreeze Group Investments Ltd | Appellant, Defendant | Corporation | Appeal Dismissed | Lost | |
| Manoj Mohan Murjani | Appellant, Defendant | Individual | Appeal Dismissed | Lost | |
| Kanchan Manoj Murjani | Appellant, Defendant | Individual | Appeal Dismissed | Lost | |
| EQ Capital Investments Ltd | Plaintiff | Corporation | Neutral | Neutral | |
| The Wellness Group Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| Ron Sim Chye Hock | Respondent | Individual | Appeal Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Andrew Phang Boon Leong | Judge of Appeal | No |
| Tay Yong Kwang | Judge of Appeal | No |
4. Counsels
4. Facts
- EQ Capital filed Suit 17 against Sunbreeze and others for minority oppression.
- The appellants commenced third party proceedings against Mr Sim, alleging he was the alter ego of EQ Capital and OSIM.
- The third party claim was based on the allegation that Mr Sim caused the matters complained of in Suit 17.
- The High Court struck out the third party proceedings as redundant.
- The appellants applied to amend their third party statement of claim to include new causes of action.
- The Court of Appeal dismissed the application to amend the third party statement of claim.
- The Court of Appeal dismissed the appeal against the striking out of the third party proceedings.
5. Formal Citations
- Sunbreeze Group Investments Ltd and others v Sim Chye Hock Ron, , [2018] SGCA 64
- Sunbreeze Group Investments Ltd and others v Sim Chye Hock Ron, Civil Appeal No 105 of 2017, Civil Appeal No 105 of 2017
- Sunbreeze Group Investments Ltd and others v Sim Chye Hock Ron, Summons No 31 of 2018, Summons No 31 of 2018
- EQ Capital Investments Ltd v Sunbreeze Group Investments Ltd and others, Suit No 17 of 2017, Suit No 17 of 2017
- The Wellness Group Pte Ltd and another v OSIM International Ltd and others and another suit, Suit No 187 of 2014, Suit No 187 of 2014
- The Wellness Group Pte Ltd and another v OSIM International Ltd and others and another suit, Civil Appeal No 64 of 2016, Civil Appeal No 64 of 2016
6. Timeline
| Date | Event |
|---|---|
| TWG Tea Company Pte Ltd incorporated as a wholly-owned subsidiary of Wellness. | |
| Paris acquired 15.8% of the shares in TWG. | |
| Signing of sale and purchase agreement and shareholders’ agreement between Wellness, OSIM, Paris and TWG. | |
| OSIM invoked the Profit Swing Clause and acquired 10% of the total shares in TWG from Wellness and Paris. | |
| OSIM purchased all the shares in Paris, thereby acquiring a majority of TWG’s shares. | |
| TWG proposed a rights issue. | |
| OSIM and Paris together subscribed for the entire 77,000 shares available under the Rights Issue. | |
| Wellness and Mr Murjani commenced Suit No 187 of 2014 against OSIM, Paris and the directors of TWG. | |
| Suit 187 was dismissed by the High Court. | |
| Wellness sought to appoint Mr Murjani as a director of TWG, but this was rejected by TWG, OSIM and Paris. | |
| EQ Capital filed Suit 17. | |
| Wellness sought to have Associate Professor Mak Yuen Teen appointed as a director of TWG, but this was rejected by TWG. | |
| Wellness applied to the court for an order that Associate Professor Mak be appointed to TWG’s board. Its application was dismissed at first instance. | |
| The striking out application came before a High Court judge. | |
| The appellants filed the present appeal, Civil Appeal No 105 of 2017, against the Judge’s decision. | |
| Wellness' application was allowed on appeal. | |
| The appellants applied directly to this court by way of Court of Appeal Summons No 31 of 2018 for leave to amend their third party statement of claim. | |
| Judgment reserved. | |
| Court dismissed SUM 31, but reserved decision on the substantive appeal. |
7. Legal Issues
- Redundancy of Third Party Proceedings
- Outcome: The court held that the third party proceedings were redundant and affirmed the decision to strike them out.
- Category: Procedural
- Sub-Issues:
- Failure to disclose a reasonable cause of action
- Lack of basis for indemnity or contribution
- Amendment of Pleadings on Appeal
- Outcome: The court dismissed the application for leave to amend the third party statement of claim.
- Category: Procedural
- Sub-Issues:
- Jurisdiction of the Court of Appeal
- Propriety of introducing new causes of action
- Abuse of Process
- Outcome: The court found that abuse of process was not a recognised tort in Singapore.
- Category: Substantive
- Sub-Issues:
- Commencement of proceedings for a collateral purpose
- Unjust enrichment
8. Remedies Sought
- Contribution
- Indemnity
- Damages
9. Cause of Actions
- Minority Oppression
- Breach of Directors' Duties
- Abuse of Process
- Conspiracy
10. Practice Areas
- Commercial Litigation
- Appeals
11. Industries
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| EQ Capital Investments Ltd v Sunbreeze Group Investments Ltd and others (Sim Chye Hock Ron, third party) | High Court | Yes | [2017] SGHC 271 | Singapore | The High Court decision that was appealed against, where the judge struck out the third party proceedings. |
| 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 for the background of the case and the findings of the High Court in Suit 187, which was relevant to the current appeal. |
| The Wellness Group Pte Ltd v Paris Investment Pte Ltd and others | Court of Appeal | Yes | [2018] SGCA 47 | Singapore | Cited to show that Wellness' application was allowed on appeal. |
| North Staffordshire Railway Company v Edge | House of Lords | Yes | [1920] AC 254 | England and Wales | Cited in relation to a new argument raised on appeal which had not been set out in the pleadings. |
| Feoso (Singapore) Pte Ltd v Faith Maritime Co Ltd | Court of Appeal | Yes | [2003] 3 SLR(R) 556 | Singapore | Cited in relation to a new argument raised on appeal which had not been set out in the pleadings. |
| Susilawati v American Express Bank Ltd | Court of Appeal | Yes | [2009] 2 SLR(R) 737 | Singapore | Cited in relation to a new argument raised on appeal which had not been set out in the pleadings. |
| Grace Electrical Engineering Pte Ltd v Te Deum Engineering Pte Ltd | Court of Appeal | Yes | [2018] 1 SLR 76 | Singapore | Cited in relation to a new argument raised on appeal which had not been set out in the pleadings. |
| Review Publishing Co Ltd and another v Lee Hsien Loong and another appeal | Court of Appeal | Yes | [2010] 1 SLR 52 | Singapore | Cited for the court's discretion to allow pleadings to be amended at any stage of the proceedings. |
| Wright Norman and another v Oversea-Chinese Banking Corp Ltd | High Court | Yes | [1993] 3 SLR(R) 640 | Singapore | Cited for the principle that amendments ought generally to be allowed if this would enable the real question and/or issue in controversy between the parties to be determined. |
| Soon Peng Yam and another (trustees of the Chinese Swimming Club) v Maimon bte Ahmad | Court of Appeal | Yes | [1995] 1 SLR(R) 279 | Singapore | Cited for the amendment being allowed because it did not change the substance of the respondent’s case or the basis on which the case had proceeded before the lower court, and therefore would not have occasioned any injustice. |
| Asia Business Forum Pte Ltd v Long Ai Sin and another | Court of Appeal | Yes | [2004] 2 SLR(R) 173 | Singapore | Cited for the amendments being disallowed because the premises upon which the claim was based would be altered. |
| Airtrust (Singapore) Pte Ltd v Kao Chai-Chau Linda and another suit | Court of Appeal | Yes | [2014] 2 SLR 673 | Singapore | Cited for the test for redundancy is whether there is any conceivable scenario, not so fanciful or inherently improbable that it should not be taken into account, in which the defendants might fail in their defence in the main action and yet, on the same facts, succeed in their third party claim. |
| Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others | Court of Appeal | Yes | [1997] 3 SLR(R) 649 | Singapore | Cited for a redundant third party claim is therefore not a “cause of action which has some chance of success when only the allegations in the pleading are considered” |
| Nganthavee Teriya (alias Gan Hui Poo) v Ang Yee Lim Lawrence and others | High Court | Yes | [2003] 2 SLR(R) 361 | Singapore | Cited for the High Court upheld the striking out of the third party proceedings for disclosing no reasonable cause of action on the basis, among others, that the proposed amendments to the third party statement of claim would be redundant |
| Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appeals | Court of Appeal | Yes | [2013] 1 SLR 374 | Singapore | Cited for the proposition that a party may seek an indemnity or contribution from another party who has acted unconscionably and/or in bad faith in commencing proceedings. |
| Lee Tat Development Pte Ltd v Management Corporation Strata Title Plan No 301 | Court of Appeal | Yes | [2018] SGCA 50 | Singapore | Cited for the definition of abuse of process. |
| Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters | Court of Appeal | Yes | [2018] 2 SLR 333 | Singapore | Cited for the three-step test applicable for the purposes of s 15(1). |
| Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties) | High Court | Yes | [2010] SGHC 163 | Singapore | Cited for the High Court dismissed RTC’s claims against the Former Directors as well as the Former Directors’ third party claims against the Current Directors. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 16 r 1(1)(c) | Singapore |
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 18 r 19(1)(a) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) s 15(1) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) ss 15, 16 | Singapore |
| Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) s 29A(3) | Singapore |
| Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) s 37(2) | Singapore |
| Rules of Court O 57 r 13 | Singapore |
| Supreme Court of Judicature Act s 35 | Singapore |
| Rules of Court O 57 r 16(4) | Singapore |
| Rules of Court O 20 r 5(1) | Singapore |
| Supreme Court of Judicature Act s 28B | Singapore |
| Rules of Court O 16 r 8(2) | Singapore |
| Companies Act s 216 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Third party proceedings
- Minority oppression
- Redundancy
- Amendment of pleadings
- Abuse of process
- Controlling mind
- Alter ego
- Profit Swing Clause
- Rights Issue
- Corporate veil
15.2 Keywords
- Third party
- Minority oppression
- Amendment
- Pleadings
- Abuse of process
- Redundant
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Minority Oppression | 80 |
| Civil Practice | 75 |
| Third party proceedings | 65 |
| Company Law | 60 |
| Striking out | 50 |
| Amendment | 40 |
| Contract Law | 30 |
| Corporate Law | 20 |
| Arbitration | 15 |
16. Subjects
- Civil Procedure
- Third Party Claims
- Minority Oppression
- Amendment of Pleadings