Kathryn Ma v Trillion Investment: Winding Up Application Based on Just & Equitable Grounds

Kathryn Ma Wai Fong, a shareholder of Trillion Investment Pte Ltd, Double Ace Trading Company Pte Ltd, and Faxlink Trading Pte Ltd, applied to the High Court of Singapore to wind up these companies under s 254(1)(i) of the Companies Act, citing unfairness, mismanagement, and loss of substratum. The court, presided over by Valerie Thean J, dismissed all three applications, finding that the claims of unfairness, mismanagement, and loss of substratum were not substantiated. The court also considered the presence of exit mechanisms and an offer to purchase shares, concluding that it was not just and equitable to order a winding up.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Applications Dismissed

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Shareholder Kathryn Ma's application to wind up Trillion Investment and other companies was dismissed. The court found no just and equitable grounds.

1.7 Decision Date

17 April 2018

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Kathryn Ma Wai Fong	Plaintiff	Individual	Applications Dismissed	Lost	Seah Yong Quan Terence of Virtus Law LLP Ong Huijun of Virtus Law LLP Christine of Virtus Law LLP Denise Chong of Virtus Law LLP
Trillion Investment Pte Ltd	Defendant	Corporation	Application Dismissed	Won	Palmer Michael Anthony of Quahe Woo & Palmer LLC Jaime Lye of Quahe Woo & Palmer LLC
Double Ace Trading Company Pte Ltd	Defendant	Corporation	Application Dismissed	Won	Palmer Michael Anthony of Quahe Woo & Palmer LLC Jaime Lye of Quahe Woo & Palmer LLC
Faxlink Trading Pte Ltd	Defendant	Corporation	Application Dismissed	Won	Palmer Michael Anthony of Quahe Woo & Palmer LLC Jaime Lye of Quahe Woo & Palmer LLC

3. Judges

Judge Name	Title	Delivered Judgment
Valerie Thean	Judge	Yes

4. Counsels

Counsel Name	Organization
Seah Yong Quan Terence	Virtus Law LLP
Ong Huijun	Virtus Law LLP
Christine	Virtus Law LLP
Denise Chong	Virtus Law LLP
Palmer Michael Anthony	Quahe Woo & Palmer LLC
Jaime Lye	Quahe Woo & Palmer LLC

4. Facts

Kathryn Ma Wai Fong is a shareholder of Trillion Investment Pte Ltd, Double Ace Trading Company Pte Ltd, and Faxlink Trading Pte Ltd.
Ms. Ma acquired the shares in 2014 after the passing of her husband, Wong Kie Nai, as the executrix of his estate.
Ms. Ma applied to wind up the companies under s 254(1)(i) of the Companies Act, citing unfairness, mismanagement, and loss of substratum.
The late Datuk Wong Tuong Kwong founded WTK Realty Sdn Bhd, the flagship company of the WTK Group, which includes the defendant companies.
Wong Kie Nai managed the companies until he discovered he had cancer in 2011.
After Wong Kie Nai's death, Ms. Ma and the extended Wong family engaged in litigation across multiple jurisdictions.
The contributories of the companies denied the claims of unfairness, mismanagement, and loss of substratum.

5. Formal Citations

Ma Wai Fong Kathryn v Trillion Investment Pte Ltd and other matters, , [2018] SGHC 88
Kathryn Ma Wai Fong v Trillion Investment Pte Ltd, Companies Winding Up No 163 of 2017, Companies Winding Up No 163 of 2017
Kathryn Ma Wai Fong v Double Ace Trading Company Pte Ltd, Companies Winding Up No 164 of 2017, Companies Winding Up No 164 of 2017
Kathryn Ma Wai Fong v Faxlink Trading Pte Ltd, Companies Winding Up No 165 of 2017, Companies Winding Up No 165 of 2017

6. Timeline

Date	Event
1979-01-01	Trillion Investment Pte Ltd incorporated
1972-01-01	Double Ace Trading Company Pte Ltd incorporated
1989-01-01	Faxlink Trading Pte Ltd incorporated
2004-01-01	Datuk Wong Tuong Kwong passed away
2011-03-01	Wong Kie Nai left Sibu for cancer treatment
2012-11-09	Wong Kie Nai's will was dated
2013-03-11	Wong Kie Nai passed away
2014-01-01	Kathryn Ma Wai Fong acquired shares in the Companies
2017-01-01	Kathryn Ma Wai Fong applied to wind up the Companies
2017-08-30	Wong Kie Yik's affidavit was dated
2018-02-22	Court dismissed the winding up applications
2018-04-18	Grounds of decision furnished

7. Legal Issues

Just and Equitable Winding Up
- Outcome: The court found that it was not just and equitable to wind up the companies.
- Category: Substantive
- Sub-Issues:
  - Unfairness to minority shareholder
  - Breakdown of trust and confidence
  - Mismanagement
  - Loss of substratum
Quasi-Partnership
- Outcome: The court found that a quasi-partnership existed between the Wong brothers but did not extend to Ms. Ma.
- Category: Substantive
- Sub-Issues:
  - Existence of personal relationship
  - Mutual confidence
  - Agreement to participate in business conduct
  - Restriction on transfer of shares
Mismanagement
- Outcome: The court found no grounds to suspect any lack of probity on the part of the directors of the Companies.
- Category: Substantive
- Sub-Issues:
  - Lack of probity
  - Fraudulent conduct
  - Suspicious transactions
  - Denial of access to information
Loss of Substratum
- Outcome: The court found that Ms. Ma's participation in the companies was not predicated on the assumption that they would be conducting a specific business.
- Category: Substantive
- Sub-Issues:
  - Abandonment of original business purpose
  - Dormant company
  - Failure to fulfill original purpose
Exit Mechanisms
- Outcome: The court found that the presence of exit mechanisms in the Articles of Association of Double Ace and Faxlink and WKY's offer to purchase Ms Ma's shares at fair value negated any unfairness.
- Category: Substantive
- Sub-Issues:
  - Share buy-out provisions
  - Fair valuation of shares
  - Reasonable offer to purchase shares

8. Remedies Sought

Winding Up Order

9. Cause of Actions

Winding Up

10. Practice Areas

Commercial Litigation
Insolvency
Corporate Law

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Sim Yong Kim v Evenstar Investments Pte Ltd	Singapore Court of Appeal	Yes	[2006] 3 SLR(R) 827	Singapore	Cited for the principle that a company may not be wound up just because a minority shareholder feels aggrieved or wishes to exit at will.
Ebrahimi v Westbourne Galleries Ltd	House of Lords	Yes	[1973] AC 360	United Kingdom	Cited for the equitable considerations in winding up a quasi-partnership, including personal relationships, mutual confidence, and restrictions on share transfer.
Chow Kwok Chuen v Chow Kwok Chi and another	Singapore Court of Appeal	Yes	[2008] 4 SLR(R) 362	Singapore	Cited for the principle that the concept of 'just and equitable' is a dynamic one and should not be circumscribed in scope by reference to case law.
Ting Shwu Ping (administrator of the estate of Chng Koon Seng, deceased) v Scanone Pte Ltd and another appeal	Singapore Court of Appeal	Yes	[2017] 1 SLR 95	Singapore	Cited for the principle that the court must consider whether the presence of an option for a shareholder to be bought out at fair value would negate any unfairness.
Cheung Shu Chuen v Lee Der Industrial Co	Hong Kong Court of First Instance	Yes	[2009] HKCU 478	Hong Kong	Cited for the holding that a quasi-partnership was a personal relationship that did not survive death.
Lin Choo Mee v Tat Leong Development (Pte) Ltd and Others and Other Matters	Singapore High Court	Yes	[2015] SGHC 99	Singapore	Distinguished from the present case as the plaintiff had been actively running the companies sought to be wound up.
Loch v John Blackwood, Limited	Privy Council	Yes	[1924] AC 783	United Kingdom	Cited for the principle that shareholders who rely on the ground of fraudulent business conduct must prove a lack of probity in the directors’ conduct.
Summit Co (S) Pte Ltd v Pacific Biosciences Pte Ltd	Singapore High Court	Yes	[2007] 1 SLR(R) 46	Singapore	Cited for the principle that mere suspicion or assertion of impropriety will not pass muster when alleging fraudulent business conduct.
O’Neill v Phillips	House of Lords	Yes	[1999] 1 WLR 1092	United Kingdom	Cited for the principle that unfairness arises not from the loss of substratum per se, but from a majority using its legal powers to maintain the association in circumstances to which the minority can reasonably say it did not agree.
Perennial (Capitol) Pte Ltd and another v Capitol Investment Holdings Pte Ltd and other appeals	Singapore Court of Appeal	Yes	[2018] SGCA 11	Singapore	Cited for the principle that the conditions for winding up must first be satisfied before a remedy under s 254(2A) of the Companies Act may be ordered.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
Companies Act	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Winding up
Just and equitable
Quasi-partnership
Mismanagement
Loss of substratum
Exit mechanisms
Shareholder
Companies Act
Contributories
Family company
Breach of trust
Fair value
Directors
Articles of Association

15.2 Keywords

winding up
companies act
shareholder dispute
singapore
insolvency
just and equitable
corporate law

17. Areas of Law

Area Name	Relevance Score
Winding Up	95
Company Law	70
Minority Oppression	60
Commercial Disputes	30
Shareholder Disputes	25
Contract Law	20

16. Subjects

Company Law
Insolvency
Corporate Governance