Ma Wai Fong Kathryn v Trillion Investment: Winding Up on Just and Equitable Grounds
In Civil Appeal Nos. 44 and 45 of 2018, the Court of Appeal of Singapore heard appeals by Kathryn Ma Wai Fong against the dismissal of her applications to wind up Trillion Investment Pte Ltd and Double Ace Trading Company (Private) Limited. The primary legal issue was whether it was just and equitable to wind up the companies under Section 254(1)(i) of the Companies Act. The court dismissed the appeal regarding Trillion Investment but allowed the appeal for Double Ace, ordering its winding up.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding the winding up of Trillion Investment and Double Ace Trading. The court allowed the appeal for Double Ace, ordering its winding up.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Kathryn Ma Wai Fong | Appellant | Individual | Appeal allowed in part | Partial | |
| Trillion Investment Pte Ltd | Respondent | Corporation | Appeal Dismissed | Lost | |
| Datuk Wong Kie Yik | Respondent | Individual | Appeal Dismissed in part | Partial | |
| Wong Kie Chie | Respondent | Individual | Appeal Dismissed in part | Partial | |
| Double Ace Trading Company (Private) Limited | Respondent | Corporation | Winding up ordered | Lost | |
| Patrick Wong Haw Yeong | Respondent | Individual | Appeal Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Justice of the Court of Appeal | Yes |
| Steven Chong | Justice of the Court of Appeal | No |
| Quentin Loh | Judge | No |
4. Counsels
4. Facts
- Kathryn Ma Wai Fong, the appellant, is the widow of Wong Kie Nie (WKN) and the executrix of his estate.
- WKN was a shareholder and director of Trillion Investment Pte Ltd and Double Ace Trading Company (Private) Limited.
- The relationship between the appellant and her brothers-in-law broke down after her husband’s death.
- The appellant filed applications to wind up Trillion and Double Ace on the “just and equitable ground”.
- Trillion was incorporated in 1979 and acquired to be an investment holding company.
- Double Ace was incorporated in 1972 for the purpose of trading in spare parts.
- Double Ace's business declined after WKN fell ill in 2011.
5. Formal Citations
- Ma Wai Fong Kathryn v Trillion Investment Pte Ltd and others and another appeal, Civil Appeal No 44 of 2018, [2019] SGCA 18
- Ma Wai Fong Kathryn v Trillion Investment Pte Ltd and other matters, , [2018] SGHC 88
6. Timeline
| Date | Event |
|---|---|
| Double Ace Trading Company (Private) Limited incorporated. | |
| WKY became a shareholder of Double Ace. | |
| Trillion Investment Pte Ltd incorporated. | |
| Trillion Investment Pte Ltd brought into Datuk Wong’s group by WKY. | |
| Trillion purchased the office unit known as 3 Shenton Way. | |
| WKN fell ill with cancer. | |
| WKN passed away. | |
| Letter sent by Trillion’s and Double Ace’s lawyer to the Appellant stating the directors intended to strike off those companies. | |
| Appellant filed originating summonses to wind up Trillion, Double Ace and Faxlink. | |
| Court hearing. | |
| Grounds of decision delivered. |
7. Legal Issues
- Just and Equitable Winding Up
- Outcome: The court found that it was just and equitable to wind up Double Ace due to loss of substratum, but not Trillion.
- Category: Substantive
- Sub-Issues:
- Breakdown of mutual trust and confidence
- Lack of probity in management
- Loss of substratum
- Loss of Substratum
- Outcome: The court found that Double Ace had lost its substratum, justifying a winding-up order.
- Category: Substantive
- Lack of Probity
- Outcome: The court found insufficient evidence to prove a lack of probity in the management of either Trillion or Double Ace.
- Category: Substantive
- Mutual Trust and Confidence
- Outcome: The court held that the relationship of mutual trust and confidence between the Wong Brothers did not extend to the Appellant after WKN's death.
- Category: Substantive
8. Remedies Sought
- Winding Up Order
9. Cause of Actions
- Winding Up on Just and Equitable Grounds
10. Practice Areas
- Commercial Litigation
- Insolvency 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 High Court | 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. |
| Ting Shwu Ping (administrator of the estate of Chng Koon Seng, deceased) v Scanone Pte Ltd and another appeal | Singapore High Court | Yes | [2017] 1 SLR 95 | Singapore | Cited for the definition of a quasi-partnership and the rights of a deceased partner's heirs. |
| Chow Kwok Chuen v Chow Kwok Chi and another | Singapore High Court | Yes | [2008] 4 SLR(R) 362 | Singapore | Cited for the principle that a company can be wound up if its business has been carried on in a fraudulent manner. |
| 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 a shareholder must prove a lack of probity in the directors’ conduct to wind up a company. |
| O’Neill v Phillips | House of Lords | Yes | [1999] 1 WLR 1092 | England and Wales | Cited for the principle that unfairness arises from the majority using its legal powers to maintain the association in circumstances to which the minority can reasonably say it did not agree. |
| Re Goodwealth Trading Pte Ltd | Singapore High Court | Yes | [1990] 2 SLR(R) 691 | Singapore | Cited for the principle that any member may petition for a winding up order on the just and equitable ground when the company is no longer able to carry on its main object. |
| Ng Sing King and others v PSA International Pte Ltd and others | Singapore High Court | Yes | [2005] 2 SLR(R) 56 | Singapore | Cited for the principle that a company can be wound up if it is effectively dormant and its finances are poor such that the company is no longer viable. |
| Perennial (Capitol) Pte Ltd and another v Capitol Investment Holdings Pte Ltd and other appeals | Singapore Court of Appeal | Yes | [2018] 1 SLR 763 | Singapore | Cited for the principle that the guiding principle to bear in mind when assessing whether to wind up a company on the basis that it has lost its substratum is to consider whether there is unfairness in keeping the aggrieved shareholder locked into a company which is no longer carrying out and/or can no longer carry out the business it set out to do. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Just and equitable ground
- Loss of substratum
- Lack of probity
- Mutual trust and confidence
- Quasi-partnership
- Investment holding company
- Dormant company
15.2 Keywords
- winding up
- just and equitable
- company law
- singapore
- court of appeal
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Company Law | 70 |
| Minority Oppression | 50 |
| Quasi-partnership | 40 |
| Commercial Disputes | 30 |
| Shareholder Disputes | 30 |
| Contract Law | 20 |
16. Subjects
- Company Law
- Insolvency
- Winding Up