Viking Engineering Pte Ltd v Bjornar Feen: Minority Oppression & Valuation Dispute

In Viking Engineering Pte Ltd v Bjornar Feen, the High Court of Singapore addressed a dispute arising from a minority oppression claim and a subsequent valuation order. Viking Engineering, a minority shareholder in Viking Inert Gas Pte Ltd, sought an order for Bjornar Feen to pay the outstanding invoice for an independent valuation of the shares. The court, presided over by Valerie Thean J, ordered Mr. Feen to pay the valuation costs, citing his failure to cooperate with the valuation process and contumelious conduct. The court found that Mr. Feen's delays and omissions hindered the valuation process, justifying the order for payment.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Order for first defendant to pay the outstanding costs of the valuation exercise to the independent valuer.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Viking Engineering sought payment from Bjornar Feen for a valuation. The court ordered Feen to pay, citing his contumelious conduct and failure to cooperate.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Viking Engineering Pte LtdPlaintiff, Defendant in CounterclaimCorporationOrder for payment of valuation costs in favour of plaintiffWon
Feen Marine Pte LtdDefendantCorporationNeutralNeutral
Scanjet Feen IGS Pte LtdDefendantCorporationNeutralNeutral
Feen Marine Scrubbers Pte LtdDefendantCorporationNeutralNeutral
Bjornar FeenDefendant, Plaintiff in Counterclaim, AppellantIndividualOrder to pay valuation costsLost
Viking Inert Gas Pte Ltd (formerly known as Inert Gas Asia Pte Ltd)DefendantCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Valerie TheanJudgeYes

4. Counsels

Counsel NameOrganization
Mahesh Rai s/o Vedprakash RaiDrew & Napier LLC
Ang Si YiDrew & Napier LLC
Byron Nicholas XavierXavier & Associates LLC
Sara NgVicki Heng Law Corporation
Kelvin David TanVicki Heng Law Corporation

4. Facts

  1. Viking Engineering and Mr. Feen were joint venture partners in Viking Inert Gas Pte Ltd.
  2. Viking Engineering sold 21% of its shareholding in Viking Inert Gas to Mr. Feen.
  3. Viking Engineering commenced a High Court Suit for minority oppression.
  4. The court ordered Mr. Feen to purchase Viking Engineering’s entire shareholding in Viking Inert Gas.
  5. Parties agreed that the cost of the valuation exercise would be borne by Mr. Feen.
  6. Mr. Feen failed to provide the requested documents to FTI in a timely manner.
  7. FTI issued an invoice to Mr. Feen’s solicitors for $181,900.

5. Formal Citations

  1. Viking Engineering Pte Ltd vFeen, Bjornar and others, Suit No 294 of 2017 (Summons No 5784 of 2018), [2019] SGHC 158

6. Timeline

DateEvent
Sale and purchase agreement signed between Viking Engineering and Bjornar Feen.
Viking Engineering commenced High Court Suit No 294 of 2017 for minority oppression.
Leave was given to amend prayers to include a buy-out of Viking Engineering’s shares.
Injunction granted to restrain Mr Feen from using the name “Viking” and ordered Mr Feen to purchase Viking Engineering’s entire shareholding.
Court held that no discount should be applied for Viking Engineering’s minority shareholding and parties agreed that the cost of the valuation exercise would be borne by Mr Feen.
FTI Consulting (Singapore) Pte Ltd was jointly appointed as the independent valuer.
Parties were informed that FTI had completed its determination.
FTI issued its invoice to Mr Feen’s solicitors for $181,900.
Viking Engineering sent an email to Mr Feen’s solicitors to seek confirmation that the invoice would be paid.
Viking Engineering sent a letter to Mr Feen’s solicitors to seek confirmation that the invoice would be paid.
Viking Engineering took out an application against Mr Feen for the invoice to be paid.
Hearing date.
Judgment date.

7. Legal Issues

  1. Enforcement of Order
    • Outcome: The court ordered Mr. Feen to pay the outstanding costs of the valuation exercise.
    • Category: Procedural
  2. Minority Oppression
    • Outcome: The court addressed the minority oppression claim in the context of the valuation dispute.
    • Category: Substantive

8. Remedies Sought

  1. Payment of Outstanding Invoice
  2. Order for Specific Performance

9. Cause of Actions

  • Minority Oppression
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Engineering

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Mok Kah Hong v Zheng Zhuan YaoCourt of AppealYes[2016] 3 SLR 1SingaporeCited for the principle that the court may utilise Order 45 rule 6 to impose a timeframe for payment where there is sufficient material before the court to warrant the exercise of such discretion.
Woo Koon Chee v Scandinavian Boiler Service (Asia) Pte Ltd and othersHigh CourtYes[2014] 4 SLR 1213SingaporeCited to clarify that Order 45 rule 8 is a facilitative provision for section 14 of the Supreme Court of Judicature Act.
Evergreat Construction Co Pte Ltd v Presscrete Engineering Pte LtdHigh CourtYes[2006] 1 SLR (R) 634SingaporeCited for the principle that a party may not use their own failure to cooperate to stymie the process.

13. Applicable Rules

Rule Name
Order 45 rule 6 of the Rules of Court
Order 45 rule 8 of the Rules of Court
Order 92 rule 4 of the Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R5, 2014 Rev Ed)Singapore
Supreme Court of Judicature Act (Cap. 322)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Valuation
  • Minority Oppression
  • Independent Valuer
  • Contumelious Conduct
  • Shareholding
  • Sale and Purchase Agreement

15.2 Keywords

  • valuation
  • minority oppression
  • Singapore
  • High Court
  • FTI Consulting
  • Viking Engineering
  • Bjornar Feen

17. Areas of Law

Area NameRelevance Score
Judgments and Orders80
Civil Practice75
Enforcement70
Minority Oppression70
Company Law60
Contract Law50
Commercial Disputes40
Arbitration30
Appeal20
Architects and Engineers Liability10

16. Subjects

  • Civil Procedure
  • Company Law