Ascend Field Pte Ltd v Tee Wee Sien: Oppression Remedy in Shareholder Dispute

Tee Wee Sien sued Ascend Field Pte Ltd, Ng Meng Lay, Yi Fang Xiang Services, and Kor Chee Kuan, alleging oppression under s 216 of the Companies Act and unlawful means conspiracy. Tee and Ng were equal shareholders in Ascend Field, with Ng as the sole director. Tee claimed Ng diverted contracts, employees, and resources to Yi Fang Xiang, causing financial harm. The High Court allowed the oppression claim in part and the unlawful means conspiracy claim in part. Both parties appealed. The Court of Appeal allowed Tee's appeal in part regarding the oppression claim and allowed the appeal in respect of the conspiracy claim.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Shareholder Tee Wee Sien sued Ascend Field and Ng Meng Lay for oppression. The court allowed the appeal in part, finding oppression.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Ascend Field Pte LtdAppellantCorporationAppeal Allowed in PartPartial
Ng Meng LayAppellantIndividualInquiry into damages payable to AFPLOther
Yi Fang Xiang ServicesAppellantOtherNo order to accountNeutral
Kor Chee KuanAppellantIndividualNo order to accountNeutral
Tee Wee SienRespondent, AppellantIndividualAppeal Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudge of AppealYes
Belinda Ang Saw EanJudgeNo
Woo Bih LiJudgeNo

4. Counsels

Counsel NameOrganization
Vinit ChhabraVinit Chhabra Law Corporation
Tan Yew ChengLeong Partnership
Tan Chee MengWongPartnership LLP
Samantha Tan Sin YingWongPartnership LLP
Tang ShangweiWongPartnership LLP
Queenie Angeline Lim XiaoyanWongPartnership LLP

4. Facts

  1. Mr. Tee and Mr. Ng were equal shareholders in AFPL.
  2. Mr. Ng was the sole director of AFPL at the material time.
  3. Mr. Tee sought relief under s 216 of the Companies Act, alleging oppression.
  4. Mr. Tee claimed Mr. Ng, YFX, and Ms. Kor engaged in unlawful means conspiracy.
  5. The Judge allowed Mr. Tee’s claims in part, finding Mr. Ng diverted contracts, employees, and resources.
  6. Mr. Ng is married to Ms. Kor, who set up YFX as a sole-proprietorship firm.
  7. Five contracts were diverted from AFPL to YFX from April 2016 to July 2016.

5. Formal Citations

  1. Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal, Civil Appeal Nos 85 and 86 of 2019, [2020] SGCA 14

6. Timeline

DateEvent
Ascend Field Pte Ltd set up
Restructuring efforts agreed upon
Share buyout discussions began
Mr. Tee removed as bank signatory
Action commenced by Mr. Tee
Judge’s oral grounds of decision recorded
Liquidators appointed for Ascend Field Pte Ltd
Hearing
Hearing
Judgment reserved

7. Legal Issues

  1. Oppression
    • Outcome: The court found that Mr. Ng's conduct was oppressive to Mr. Tee in several instances, including the diversion of contracts, the uncompensated use of AFPL's workers and resources, and the removal of Mr. Tee as a bank signatory.
    • Category: Substantive
    • Sub-Issues:
      • Diversion of contracts
      • Diversion of employees
      • Diversion of resources
      • Wrongful payments
      • Exposure to criminal liability
      • Removal as bank signatory
      • Non-declaration of dividends
      • Unapproved loan
  2. Unlawful Means Conspiracy
    • Outcome: The court allowed the appeal against the Judge’s finding of unlawful means conspiracy.
    • Category: Substantive
  3. Breach of Fiduciary Duty
    • Outcome: The court found that Mr. Ng acted in breach of his fiduciary duty to AFPL in diverting its contracts to YFX and, in respect of the period from AFPL’s incorporation up to end April 2015, for allowing YFX to remain in existence and compete with AFPL, and for providing the use of AFPL’s resources and manpower to YFX without fee.
    • Category: Substantive

8. Remedies Sought

  1. Relief under s 216 of the Companies Act
  2. Account of Profits
  3. Winding Up of AFPL
  4. Buyout of Shares

9. Cause of Actions

  • Oppression
  • Conspiracy by Unlawful Means
  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation
  • Corporate Law
  • Shareholder Disputes

11. Industries

  • Cleaning Services
  • Real Estate Development

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other mattersCourt of AppealYes[2018] 2 SLR 333SingaporeCited for the legal principles applicable to a s 216 action and the concept of commercial unfairness.
Over & Over Ltd v Bonvests Holdings Ltd and anotherUnknownYes[2010] 2 SLR 776SingaporeCited for the definition of commercial unfairness as a visible departure from the standards of fair dealing.
Tomolugen Holdings Ltd and another v Silica Investors Ltd and other appealsUnknownYes[2016] 1 SLR 373SingaporeCited for the principle that a claim for relief under s 216 lies in upholding the commercial agreement between shareholders.
Ng Kek Wee v Sim City Technology LtdUnknownYes[2014] 4 SLR 723SingaporeCited for the principle that the touchstone of a s 216 claim is whether the claimant lacks the power to stop the allegedly oppressive acts.
Re Elgindata LtdUnknownYes[1991] BCLC 959England and WalesCited for the principle that managerial decisions can amount to unfairly prejudicial conduct only in cases of serious mismanagement.
Leong Chee Kin (on behalf of himself and as a minority shareholder of Ideal Design Studio Pte Ltd) v Ideal Design Studio Pte Ltd and othersHigh CourtYes[2018] 4 SLR 331SingaporeCited for the principle that the law does not condone a tit-for-tat approach to shareholder relations.
Lim Kok Wah and others v Lim Boh Yong and others and other mattersHigh CourtYes[2015] 5 SLR 307SingaporeCited for the principle that unlawful conduct of a technical nature is not necessarily commercially unfair.
Sakae Holdings Ltd v Gryphon Real Estate Investment Corp Pte Ltd and others (Foo Peow Yong Douglas, third party) and another suitHigh CourtYes[2017] SGHC 73SingaporeCited for the principle that authorities do not permit shareholders to ask for orders directly against third parties who might have received moneys from the company pursuant to the directors’ breaches.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed) s 216Singapore
Companies Act (Cap 50, 2006 Rev Ed) s 216ASingapore
Companies Act s 19(6A)Singapore
Prevention of Corruption Act (Cap 241, 1993 Rev Ed) s 6(c)Singapore
Employment of Foreign Manpower Act (Cap 91A, 2009 Rev Ed) ss 20 and 22Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Oppression
  • Shareholder
  • Fiduciary Duty
  • Unlawful Means Conspiracy
  • Diversion of Contracts
  • Quasi-Partnership
  • Commercial Unfairness
  • Legitimate Expectations

15.2 Keywords

  • Oppression
  • Shareholder
  • Companies Act
  • Fiduciary Duty
  • Conspiracy
  • Contracts
  • Diversion
  • Winding Up

17. Areas of Law

Area NameRelevance Score
Minority Oppression90
Fiduciary Duties80
Company Law75
Winding Up60
Conspiracy by Unlawful Means60
Commercial Disputes50
Liquidation40
Duty to Account40
Breach of Trust30
Contract Law20

16. Subjects

  • Company Law
  • Shareholder Disputes
  • Corporate Governance