Cheng Tim Jin v Alvamar Capital: De Facto Director's Right to Inspect Company Accounts
In Cheng Tim Jin v Alvamar Capital Pte Ltd, the High Court of Singapore addressed the issue of whether the plaintiff, Cheng Tim Jin, was a de facto director of the defendant company and, if so, whether this entitled him to inspect the company's accounts. The court, presided over by Judicial Commissioner Vincent Hoong, declared Cheng Tim Jin a de facto director and granted him the right to inspect the company's accounts to investigate suspected wrongdoings or mismanagement by the formally appointed director, KP. The plaintiff sought this declaration and access to the accounts due to being allegedly shut out of the defendant’s affairs by KP.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application granted.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court declared Cheng Tim Jin a de facto director of Alvamar Capital, granting him the right to inspect the company's accounts to investigate suspected wrongdoings.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Cheng Tim Jin | Plaintiff | Individual | Application granted | Won | Goh Kim Thong Andrew, Tan Hui Jin |
| Alvamar Capital Pte Ltd | Defendant | Corporation | Application denied | Lost | Fong Wei Li, Leong Wen Jia, Nicholas |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vincent Hoong | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Goh Kim Thong Andrew | Andrew Goh Chambers |
| Tan Hui Jin | Andrew Goh Chambers |
| Fong Wei Li | DC Law LLC |
| Leong Wen Jia, Nicholas | DC Law LLC |
4. Facts
- Plaintiff sought a declaration that he is a de facto director of the defendant company.
- Plaintiff sought orders to inspect the accounts of the company.
- Plaintiff was the sole director of the defendant at the time of its incorporation.
- Plaintiff resigned as a director of the defendant in April 2012.
- Plaintiff was appointed as the Marketing Director of the defendant after his resignation.
- Plaintiff continued to play an active role in the financial and operational matters of the defendant.
- Plaintiff was allegedly shut out of the defendant’s affairs by KP in August 2018.
5. Formal Citations
- Cheng Tim Jin v Alvamar Capital Pte Ltd, Originating Summons 636 of 2019, [2019] SGHC 220
6. Timeline
| Date | Event |
|---|---|
| Defendant company incorporated by the plaintiff | |
| Chan Kam Piew and Hidayat Charles took up shares in the defendant | |
| Trust deed executed | |
| Plaintiff resigned as a director of the defendant | |
| Plaintiff appointed as the Marketing Director of the defendant | |
| Plaintiff allegedly shut out of the defendant’s affairs by KP | |
| Plaintiff’s first affidavit filed | |
| Vina Misra D/O Rama Kantmisra’s affidavit filed | |
| Plaintiff’s second affidavit filed | |
| Hearing date | |
| Judgment delivered |
7. Legal Issues
- De Facto Directorship
- Outcome: The court declared the plaintiff a de facto director of the defendant company.
- Category: Substantive
- Right to Inspect Company Accounts
- Outcome: The court held that the plaintiff, as a de facto director, had the right to inspect the company's accounts.
- Category: Substantive
8. Remedies Sought
- Declaration that the plaintiff is a de facto director
- Order for the plaintiff to inspect the accounts of the company
9. Cause of Actions
- Declaration of de facto directorship
- Right to inspect company accounts
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Gemma Ltd v Davies | N/A | Yes | [2008] BCC 812 | N/A | Cited for principles in inquiring whether there had been de facto directorship. |
| 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 | Endorsed the principles expressed in Gemma Ltd v Davies regarding de facto directorship. |
| Re Hydrodam (Corby) Ltd (in liq.) | N/A | Yes | [1994] BCC 161 | N/A | Cited for the principle that to establish de facto directorship, it is necessary to prove that the person undertook functions that could only be discharged by a director. |
| Secretary of State for Trade and Industry v Hollier | N/A | Yes | [2006] EWHC 1804 (Ch); [2007] BCC 11 | N/A | Cited for the principle that holding out as a director may be important evidence in support of the conclusion that a person acted as a director in fact. |
| Re Mea Corp Ltd | N/A | Yes | [2006] EWHC 1846 (Ch); [2007] BCC 288 | N/A | Cited for the principle that what matters is not what a person called himself but what he did. |
| Re Richborough Furniture Ltd | N/A | Yes | [1996] BCC 155 | N/A | Cited for the principle that if it is unclear whether the acts of the person in question are referable to an assumed directorship or to some other capacity, the person in question is entitled to the benefit of the doubt. |
| Re Kaytech International Plc | N/A | Yes | [1999] BCC 390 | N/A | Cited for the principle that the person in question must be shown to have assumed the status and functions of a company director and to have exercised “real influence” in the corporate governance of the company. |
| Wuu Khek Chiang George v ECRC Land Pte Ltd | Court of Appeal | Yes | [1999] 2 SLR(R) 352 | Singapore | Cited for the principle that a director has the right of inspection of any documents such as the accounting and other records of the company and such right is a concomitant of the fiduciary duties of good faith, care, skill and diligence which the director owes to the company. |
| Mukherjee Amitava v DyStar Global Holdings (Singapore) Pte Ltd and others | Court of Appeal | Yes | [2018] 2 SLR 1054 | Singapore | Cited for the principle that a director has an almost-presumptive right to inspect the documents of the company to the extent these fall within the ambit of s 199 of the Act. |
| Murkherjee Amitava v DyStar Global Holdings (Singapore) Pte Ltd and others | N/A | Yes | [2018] 5 SLR 256 | N/A | Cited for the elements that must be satisfied before a director’s right to inspect the company’s records arises under the statutory scheme of s 199(3) of the Act. |
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
- De facto director
- Right to inspect accounts
- Companies Act
- Marketing Director
- Trust Deed
- Related party transactions
15.2 Keywords
- De facto director
- Company accounts
- Inspection rights
- Singapore High Court
- Companies Act
16. Subjects
- Company Law
- Directors' Duties
17. Areas of Law
- Company Law
- Directors' Duties
- Civil Procedure