Lin Jianwei v Tung Yu-Lien Margaret: Minority Shareholder Oppression and Taxation of Legal Fees
In a dispute between Lin Jianwei and Tung Yu-Lien Margaret, the two shareholders and directors of Raffles Town Club Pte Ltd, the High Court of Singapore addressed the issue of reimbursement of legal fees. Lin Jianwei, the majority shareholder, sought taxation of the fees paid by Tung Yu-Lien Margaret on behalf of the company. The court dismissed Lin Jianwei's application, finding that he did not act in good faith and that no special circumstances warranted taxation. The court allowed Tung Yu-Lien Margaret's application for reimbursement of the legal fees. The judgment was delivered by Justice Tan Siong Thye on 27 July 2020.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Originating Summons No 320 of 2020 dismissed; Summons No 1281 of 2020 allowed.
1.3 Case Type
Civil
1.4 Judgment Type
Ex tempore judgment
1.5 Jurisdiction
Singapore
1.6 Description
Shareholder dispute over Raffles Town Club's legal fees. Court dismisses application for taxation, finding no good faith or special circumstances.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Lin Jianwei | Plaintiff | Individual | Application for taxation of fees dismissed | Lost | |
| Tung Yu-Lien Margaret | Defendant, Intervener | Individual | Application for reimbursement of fees allowed | Won | |
| Raffles Town Club Pte Ltd | Defendant | Corporation | Required to reimburse legal fees | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Siong Thye | Judge | Yes |
4. Counsels
4. Facts
- Lin Jianwei and Tung Yu-Lien Margaret are the only shareholders and directors of Raffles Town Club Pte Ltd.
- Lin Jianwei holds 60% of the shares, while Tung Yu-Lien Margaret holds 40%.
- Lin Jianwei is the executive chairman of Raffles Town Club Pte Ltd.
- Tung Yu-Lien Margaret paid solicitors' fees on behalf of Raffles Town Club Pte Ltd.
- Lin Jianwei refused to authorize reimbursement of the fees, claiming they were unreasonable and excessive.
- Lin Jianwei commenced OS 1446 and added the second defendant as a party to OS 1446 although the disputes are between him and the first defendant.
- The Consent Order states that the second defendant is to pay the costs of the solicitors in safeguarding the interests of the second defendant in OS 1446.
5. Formal Citations
- Lin Jianwei v Tung Yu-Lien Margaret and another and another matter, , [2020] SGHC 158
6. Timeline
| Date | Event |
|---|---|
| Originating Summons No 1446 of 2018 filed | |
| Consent Order made | |
| Nair & Co LLC issued invoice | |
| Lin Jianwei filed 1st affidavit in OS 320/2020 | |
| Tung Yu-Lien Margaret filed 9th affidavit in OS 1446/2018 | |
| Originating Summons No 320 of 2020 filed | |
| Judgment delivered |
7. Legal Issues
- Oppression of Minority Shareholders
- Outcome: The court found that the plaintiff's application did not meet the requirements under s 216A(3)(b) of the Companies Act.
- Category: Substantive
- Related Cases:
- [2013] 2 SLR 340
- Taxation of Solicitor's Bill of Costs
- Outcome: The court found that the plaintiff had not shown special circumstances warranting an order for taxation under s 122 of the Legal Profession Act.
- Category: Procedural
- Related Cases:
- [2019] SGHC 253
- [2010] 4 SLR 590
- [2015] 5 SLR 722
- [2009] 3 SLR(R) 206
- Good Faith in Statutory Derivative Action
- Outcome: The court found that the plaintiff was not acting in good faith in his application for taxation of the Fees.
- Category: Substantive
- Related Cases:
- [2013] 2 SLR 340
8. Remedies Sought
- Taxation of Legal Fees
9. Cause of Actions
- Statutory Derivative Action
10. Practice Areas
- Commercial Litigation
- Shareholder Disputes
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ang Thiam Swee v Low Hian Chor | Court of Appeal | Yes | [2013] 2 SLR 340 | Singapore | Cited for the principle that the applicant in a statutory derivative action must demonstrate that he is genuinely aggrieved and that his collateral purpose is sufficiently consistent with the purpose of doing justice to a company. |
| JWR Pte Ltd v Syn Kok Kay (trading as Patrick Chin Syn & Co) | High Court | Yes | [2019] SGHC 253 | Singapore | Cited for the principles regarding special circumstances warranting taxation of a solicitor's bill of costs after 12 months or after payment. |
| Sports Connection Pte Ltd v Asia Law Corp and another | High Court | Yes | [2010] 4 SLR 590 | Singapore | Cited for the principle that an order for taxation will only be made if the applicant is able to prove the existence of special circumstances. |
| Kosui Singapore Pte Ltd v Thangavelu | High Court | Yes | [2015] 5 SLR 722 | Singapore | Cited for examples of circumstances which have been found to be sufficiently special to justify taxation of a solicitor’s bill when one or both of the disqualifying events under s 122 have been triggered. |
| Ho Cheng Lay v Low Yong Sen | High Court | Yes | [2009] 3 SLR(R) 206 | Singapore | Cited for examples of circumstances which have been found to be sufficiently special to justify taxation of a solicitor’s bill when one or both of the disqualifying events under s 122 have been triggered. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 216A | Singapore |
| Legal Profession Act (Cap 161, 2009 Rev Ed) s 122 | Singapore |
| Companies Act s 157 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Solicitors' Fees
- Taxation
- Good Faith
- Special Circumstances
- Consent Order
- Minority Shareholder
- Statutory Derivative Action
15.2 Keywords
- shareholder dispute
- legal fees
- taxation
- good faith
- special circumstances
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Minority Oppression | 80 |
| Company Law | 75 |
| Shareholders Disputes | 70 |
| Legal Profession Act | 65 |
| Civil Procedure | 60 |
| Director's Duties | 60 |
| Costs | 50 |
| Contentious Business Agreements | 40 |
16. Subjects
- Company Law
- Legal Profession
- Civil Procedure