Feen v Viking Engineering: Minority Oppression, Share Valuation & Companies Act

Bjornar Feen and Feen Marine Pte Ltd, Viking Inert Gas Pte Ltd, Scanjet Feen IGS Pte Ltd, Feen Marine Scrubbers Pte Ltd appealed against the High Court's decision in favor of Viking Engineering Pte Ltd regarding a minority oppression claim. The Court of Appeal, comprising Andrew Phang Boon Leong JA, Tay Yong Kwang JA, and Belinda Ang Saw Ean J, dismissed the appeals, upholding the valuation of shares determined by an independent valuer. The court found no material departure from instructions or manifest error in the valuation. The primary legal issue was whether the court erred in refusing to set aside the court-ordered valuation. The Court of Appeal dismissed the appeals.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeals dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding valuation of shares in a minority oppression case. Court upheld the valuation, emphasizing fairness and adherence to instructions.

1.7 Decision Date

16 November 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Viking Engineering Pte Ltd	Respondent, Plaintiff	Corporation	Appeal Dismissed	Won	Mahesh Rai s/o Vedprakash Rai of Drew & Napier LLC Yong Wei Jun Jonathan of Drew & Napier LLC
Bjornar Feen also known as Bjoernar Feen	Applicant, Appellant, Plaintiff, Defendant	Individual	Appeal Dismissed	Lost	Ramesh Bharani s/o K Nagaratnam of RBN Chambers LLC Ong Ying Ting Eunice of RBN Chambers LLC
Feen Marine Pte Ltd	Applicant, Appellant, Plaintiff, Defendant	Corporation	Appeal Dismissed	Lost	Ramesh Bharani s/o K Nagaratnam of RBN Chambers LLC Ong Ying Ting Eunice of RBN Chambers LLC
Viking Inert Gas Pte Ltd	Applicant, Appellant, Plaintiff, Defendant	Corporation	Appeal Dismissed	Lost	Ramesh Bharani s/o K Nagaratnam of RBN Chambers LLC Ong Ying Ting Eunice of RBN Chambers LLC
Scanjet Feen IGS Pte Ltd	Applicant, Appellant, Plaintiff, Defendant	Corporation	Appeal Dismissed	Lost	Ramesh Bharani s/o K Nagaratnam of RBN Chambers LLC Ong Ying Ting Eunice of RBN Chambers LLC
Feen Marine Scrubbers Pte Ltd	Applicant, Appellant, Plaintiff, Defendant	Corporation	Appeal Dismissed	Lost	Ramesh Bharani s/o K Nagaratnam of RBN Chambers LLC Ong Ying Ting Eunice of RBN Chambers LLC

3. Judges

Judge Name	Title	Delivered Judgment
Andrew Phang Boon Leong	Judge of Appeal	Yes
Tay Yong Kwang	Judge of Appeal	No
Belinda Ang Saw Ean	Judge	No

4. Counsels

Counsel Name	Organization
Mahesh Rai s/o Vedprakash Rai	Drew & Napier LLC
Yong Wei Jun Jonathan	Drew & Napier LLC
Ramesh Bharani s/o K Nagaratnam	RBN Chambers LLC
Ong Ying Ting Eunice	RBN Chambers LLC

4. Facts

Mr. Feen and Viking Engineering were joint venture partners in Viking Inert Gas Pte Ltd (VIG).
Viking Engineering commenced a claim based on minority oppression against Mr. Feen and other companies he controlled.
Viking Engineering alleged that Mr. Feen had diverted VIG’s business opportunities to Feen Marine and Scanjet Feen.
The Judge ordered Mr. Feen to purchase Viking Engineering’s shares at a price to be determined by an independent valuer.
Mr. Richard Hayler of FTI Consulting was appointed as the independent valuer.
Mr. Hayler determined that VIG was valued at $44m and the Shares at $13.2m.
The Defendants sought to set aside the FTI Report, arguing material departure from instructions and manifest error.

5. Formal Citations

Feen, Bjornar and others v Viking Engineering Pte Ltd and another appeal and another matter, Civil Appeal No 45 of 2020, [2020] SGCA 112
Feen, Bjornar and others v Viking Engineering Pte Ltd and another appeal and another matter, Civil Appeal No 46 of 2020, [2020] SGCA 112

6. Timeline

Date	Event
2017-01-01	Viking Engineering commenced a claim based on minority oppression in HC/S 294/2017 against Mr Feen, VIG, and three companies that Mr Feen controlled.
2018-04-09	The Judge ordered Mr Feen to purchase Viking Engineering’s Shares at a price to be determined by an independent valuer.
2018-06-08	Mr Richard Hayler of FTI Consulting (Singapore) Pte Ltd was appointed by the parties’ agreement.
2018-06-13	Mr Hayler circulated a letter of engagement dated 13 June 2018 to the parties.
2018-11-02	Mr Hayler finalised a valuation report.
2019-07-29	The FTI Report was released to the parties.
2019-09-16	Viking Engineering applied in HC/SUM 4610/2019 for an order that Mr Feen pay $13.2m for the Shares within 7 days of the order.
2019-10-22	The Defendants filed HC/OS 1324/2019 to seek a declaration that the FTI Report was not final and binding, or that it be set aside or otherwise disregarded.
2020-10-19	Court hearing.
2020-11-17	Grounds of Decision issued.

7. Legal Issues

Minority Oppression
- Outcome: The court found that oppression had been made out in the High Court.
- Category: Substantive
- Sub-Issues:
  - Diversion of business opportunities
  - Unfair prejudice to minority shareholders
Judicial Review of Valuation
- Outcome: The court found no material departure from instructions or manifest error in the valuation.
- Category: Procedural
- Sub-Issues:
  - Material departure from instructions
  - Manifest error in valuation
Abuse of Process
- Outcome: The court found no abuse of process.
- Category: Procedural
- Sub-Issues:
  - Failure to utilize shareholder exit mechanism
  - Collateral purpose in bringing winding-up petition

8. Remedies Sought

Buyout Order
Winding-up Order
Declaration that the FTI Report was not final and binding

9. Cause of Actions

Minority Oppression
Breach of Contract

10. Practice Areas

Commercial Litigation
Corporate Law
Shareholder Disputes

11. Industries

Engineering
Shipping

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Viking Engineering Pte Ltd v Feen, Bjornar and others and another matter	High Court	Yes	[2020] SGHC 78	Singapore	The appeal was against the decision of the High Court judge in this case.
The Oriental Insurance Co Ltd v Reliance National Asia Re Pte Ltd	Singapore High Court	Yes	[2009] 2 SLR(R) 385	Singapore	Cited for the principles on setting aside an expert determination.
Poh Cheng Chew v K P Koh & Partners Pte Ltd and another	Singapore High Court	Yes	[2014] 2 SLR 573	Singapore	Cited for the principles on setting aside an expert determination.
The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd (nTan Corporate Advisory Pte Ltd and others, other parties) and another appeal	Court of Appeal	Yes	[2015] 5 SLR 1104	Singapore	Cited for the application of the extended doctrine of res judicata.
Goh Nellie v Goh Lian Teck and others	Singapore High Court	Yes	[2007] 1 SLR(R) 453	Singapore	Cited for the application of the extended doctrine of res judicata.
Ting Shwu Ping (administrator of the estate of Chng Koon Seng, deceased) v Scanone Pte Ltd and another appeal	Court of Appeal	Yes	[2017] 1 SLR 95	Singapore	Cited regarding the effect of a shareholder exit mechanism on the court's jurisdiction under s 216 of the Companies Act.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters	Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	Cited regarding the relevance and suitability of alternative remedies in a s 216 action.
Poh Fu Tek and others v Lee Shung Guan and others	Singapore High Court	Yes	[2018] 4 SLR 425	Singapore	Cited regarding the court's determination of what is fair, just and equitable in a s 216 action.
Lim Chee Twang v Chan Shuk Kuen Helina and others	Singapore High Court	Yes	[2010] 2 SLR 209	Singapore	Cited regarding the court providing that the valuation is to be final and binding.
Yeo Hung Khiang v Dickson Investment (Singapore) Pte Ltd and others	Singapore High Court	Yes	[1999] 1 SLR(R) 773	Singapore	Cited regarding the court expressly reserving to itself the discretion to depart from the valuation of the independent valuer.
Hoban Steven Maurice Dixon and another v Scanlon Graeme John and others	Court of Appeal	Yes	[2007] 2 SLR(R) 770	Singapore	Cited regarding the court expressly reserving to itself the discretion to depart from the valuation of the independent valuer.
NK v NL	Court of Appeal	Yes	[2010] 4 SLR 792	Singapore	Cited in relation to court-ordered and court-appointed expert valuations in the family law context.
Anwar Siraj and another v Teo Hee Lai Building Construction Pte Ltd	Singapore High Court	Yes	[2014] 1 SLR 52	Singapore	Cited regarding the intention of a “liberty to apply” order.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)
O 45 r 6(2) of the Rules of Court
O 14 r 1 of the ROC
O 57 rr 13(3) and 13(4) of the ROC

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
s 216 of the Companies Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Minority oppression
Independent valuer
Valuation
Buyout order
Shares
Expert determination
Material departure
Manifest error
Discounted cash flow
Going concern basis

15.2 Keywords

Minority oppression
Share valuation
Companies Act
Independent valuer
Expert determination

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	90
Company Law	75
Corporate Law	65
Shareholders Agreement	60
Valuation of Shares	50
Commercial Disputes	30
Civil Procedure	20
Arbitration	20

16. Subjects

Company Law
Valuation
Civil Procedure