Ng Kian Huan Edmund v Suying Metropolitan Studio: Minority Oppression & Oral Agreement Dispute

In a suit between Ng Kian Huan Edmund and Suying Metropolitan Studio Pte Ltd, the High Court of Singapore, on 5 August 2019 (with supplemental grounds issued on 30 September 2019), addressed the issue of costs following a judgment on claims of minority oppression and breaches of an oral agreement. The court apportioned costs among the parties, including Suying Metropolitan Studio Pte Ltd, Suying Design Pte Ltd, and Tan Teow Feng Patty, based on their relative success in the original claims and various counterclaims. The court ordered Patty to pay Edmund $400,000 for the oppression action and counterclaims, SDPL to pay Edmund $40,000, and Patty to bear the costs payable to MOX and Jazz.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Costs orders made, apportioning costs among parties based on success in claims and counterclaims.

1.3 Case Type

Civil

1.4 Judgment Type

Supplemental Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Judgment on costs following a suit involving minority oppression and breach of an oral agreement. The court apportions costs among the parties based on their success in various claims and counterclaims.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Suying Design Pte LtdDefendantCorporationLostLost
Ng Kian Huan, EdmundPlaintiff, Defendant in CounterclaimIndividualPartialPartial
Tan Teow Feng PattyDefendant, Plaintiff in CounterclaimIndividualLostLost
Suying Metropolitan Studio Pte LtdDefendant, Plaintiff in CounterclaimCorporationNeutralNeutral
Metropolitan Office Experimental Pte LtdDefendant in CounterclaimCorporationWonWon
Chong Chin FongDefendant in CounterclaimIndividualWonWon

3. Judges

Judge NameTitleDelivered Judgment
Chua Lee MingJudgeYes

4. Counsels

Counsel NameOrganization
Lee Bik WeiAllen & Gledhill LLP
Tan Chee MengWongPartnership LLP
Paul Loy Chi SyannWongPartnership LLP
Hui Janie AnneWongPartnership LLP
Vanessa Chiam Hui TingDrew & Napier LLC
Tan Huiru SallyDrew & Napier LLC
Chua Sui TongRev Law LLC

4. Facts

  1. Edmund and Patty agreed to form SMSPL, with the terms of the agreement being orally made.
  2. Edmund claimed minority oppression under s 216 of the Companies Act against Patty.
  3. SMSPL made numerous counterclaims against Edmund, MOX, and Jazz.
  4. The court accepted Edmund’s version of the terms of the Oral Agreement.
  5. The court found Patty had breached the terms of the Oral Agreement.
  6. The court ordered Patty and SDPL to make certain payments to SMSPL.
  7. The court ordered SMSPL to pay Edmund for outstanding salary and director’s fees.

5. Formal Citations

  1. Ng Kian Huan Edmund v Suying Metropolitan Studio Pte Ltd and others, Suit No 867 of 2015, [2019] SGHC 234
  2. Ng Kian Huan Edmund v Suying Metropolitan Pte Ltd, , [2019] SGHC 56

6. Timeline

DateEvent
Oral Agreement made
Suit filed
Judgment delivered
Hearing on costs
Supplemental grounds of decision issued

7. Legal Issues

  1. Apportionment of Costs
    • Outcome: The court apportioned costs among the parties based on their success in the claims and counterclaims.
    • Category: Procedural
    • Related Cases:
      • [1994] 2 SLR(R) 996
      • [2010] 3 SLR 542
  2. Minority Oppression
    • Outcome: The court found in favor of Edmund on his oppression claim and ordered that SMSPL be wound up.
    • Category: Substantive

8. Remedies Sought

  1. Winding up of SMSPL
  2. Monetary Damages
  3. Orders for payments to be made

9. Cause of Actions

  • Minority Oppression
  • Breach of Contract
  • Breaches of Director’s Duties
  • Negligence
  • Breach of Confidentiality
  • Indemnity

10. Practice Areas

  • Commercial Litigation
  • Corporate Law

11. Industries

  • Architecture
  • Interior Design

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Mahtani and others v Kiaw Aik Hang Land Pte LtdHigh CourtYes[1994] 2 SLR(R) 996SingaporeCited for the principle that nominal damages do not constitute success for the purpose of costs orders.
DB Trustees (Hong Kong) Ltd v Consult Asia Pte LtdCourt of AppealYes[2010] 3 SLR 542Hong KongCited for the principles regarding costs orders against non-parties, specifically the requirements of a close connection and a causal link.

13. Applicable Rules

Rule Name
O 59 r 3(2) of the Rules of Court

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Rules of Court (Cap 322, R 5, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Minority Oppression
  • Oral Agreement
  • Director's Fees
  • Counterclaims
  • Apportionment of Costs

15.2 Keywords

  • costs
  • minority oppression
  • oral agreement
  • company law
  • civil procedure

17. Areas of Law

Area NameRelevance Score
Costs95
Minority Oppression80
Civil Practice75
Winding Up60
Company Law60
Director's Duties50

16. Subjects

  • Civil Procedure
  • Company Law
  • Costs
  • Minority Oppression