Choo Ah Sam v Kieu Ka Tong: Contract Dispute over York Launch Service Shares

In Choo Ah Sam v Kieu Ka Tong, the High Court of Singapore heard a case involving a dispute between Choo Ah Sam (Plaintiff) and Kieu Ka Tong and Kieu Kim Sen (Defendants) regarding the ownership of shares in York Launch Service Pte Ltd. The plaintiff claimed an investment in York, while the defendants argued it was a loan. The court, presided over by Ang Cheng Hock J, found that the arrangement was a loan agreement and dismissed the plaintiff's claim.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiff's claim is dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Contract dispute between Choo Ah Sam and Kieu Ka Tong regarding ownership of shares in York Launch Service. Court found loan agreement, dismissing claim.

1.7 Decision Date

29 March 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Choo Ah Sam @ Chu Ah Lan	Plaintiff	Individual	Claim Dismissed	Lost	Ranvir Kumar Singh of UniLegal LLC Lai Swee Fung of UniLegal LLC
Kieu Ka Tong	Defendant	Individual	Judgment for Defendant	Won	Isaac Tito Shane of Tito Isaac & Co LLP Lum Rui Loong Manfred of Tito Isaac & Co LLP Lee Koon Foong Adam Hariz of Tito Isaac & Co LLP
Kieu Kim Sen (Qiu Jinxing)	Defendant	Individual	Judgment for Defendant	Won	Isaac Tito Shane of Tito Isaac & Co LLP Lum Rui Loong Manfred of Tito Isaac & Co LLP Lee Koon Foong Adam Hariz of Tito Isaac & Co LLP

3. Judges

Judge Name	Title	Delivered Judgment
Ang Cheng Hock	Judge	Yes

4. Counsels

Counsel Name	Organization
Ranvir Kumar Singh	UniLegal LLC
Lai Swee Fung	UniLegal LLC
Isaac Tito Shane	Tito Isaac & Co LLP
Lum Rui Loong Manfred	Tito Isaac & Co LLP
Lee Koon Foong Adam Hariz	Tito Isaac & Co LLP

4. Facts

Choo Ah Sam gave Kieu Ka Tong S$45,000.
Choo Ah Sam claimed the money was an investment for shares in York.
Kieu Ka Tong claimed the money was a loan.
Choo Ah Sam received monthly payments over several years.
The source of the payments was York Launch Service Pte Ltd.
Choo Ah Sam's daughters believed he owned shares in York.
Vincent Choo sold his shares in York to Kieu Kim Sen.

5. Formal Citations

Choo Ah Sam v Kieu Ka Tong and another, Suit No 839 of 2017, [2020] SGHC 62

6. Timeline

Date	Event
1993-01-01	York Launch Service Pte Ltd started providing boat services.
1994-01-01	Vincent Choo joined York Launch Service Pte Ltd.
1994-01-01	Choo Siew Eng moved to Bandung, Indonesia.
1995-01-01	Choo Ah Sam was approached by Kieu Ka Tong to invest in York.
1997-01-01	Choo Ah Sam gave Kieu Ka Tong S$45,000.
1997-01-01	Vincent Choo received 27,360 shares in York Launch Service Pte Ltd.
1997-01-01	Choo Ah Sam started receiving monthly payments.
1998-01-01	Choo Ah Sam's wife passed away.
1998-01-01	Vincent Choo left York Launch Service Pte Ltd.
1999-01-01	Vincent Choo rejoined York Launch Service Pte Ltd.
1999-01-01	Vincent Choo bought 35,568 shares in York from Florina Wong.
2001-01-01	Choo Ah Sam retired.
2001-01-01	Vincent Choo left York Launch Service Pte Ltd.
2002-01-01	Vincent Choo left York Launch Service Pte Ltd.
2003-01-01	Kieu Kim Sen became the largest shareholder in York Launch Service Pte Ltd.
2004-01-01	Kieu Kim Sen became the managing director in York Launch Service Pte Ltd.
2005-01-01	Choo Ah Sam received a payment from Choo Lian Tee around Chinese New Year.
2006-01-01	Choo Ah Sam received a payment from Choo Lian Tee around Chinese New Year.
2007-01-01	Vincent Choo lent S$200,000 to Kieu Kim Sen.
2011-01-01	Vincent Choo acquired 12,072 shares in York Launch Service Pte Ltd.
2011-12-31	Vincent Choo stopped receiving monthly payments.
2012-01-01	Choo Ah Sam started receiving monthly payments from Choo Nae Kee.
2014-01-01	Vincent Choo married for the third time.
2014-08-01	Choo Ah Sam started receiving monthly cheques from York Launch Service Pte Ltd.
2015-09-01	Choo Ah Sam stopped receiving monthly cheques from York Launch Service Pte Ltd.
2015-10-01	Vincent Choo rejoined York Launch Service Pte Ltd.
2017-06-07	Meeting held regarding Choo Ah Sam's claims to the Jurong West flat and Vincent Choo's shares in York.
2017-06-07	Vincent Choo agreed to sell all his shares in York to Kieu Kim Sen.
2017-06-09	Kieu Kim Sen issued Vincent Choo a cheque for S$31,464.
2017-06-11	Meeting held at the Jurong West flat.
2017-06-24	Meeting held at the Jurong West flat.
2017-06-26	Kieu Kim Sen repeated the terms of settlement to Choo Ah Sam.
2017-08-10	Terms of the agreement had been agreed.
2017-08-23	Choo Ah Sam's solicitors sent a letter to Kieu Ka Tong threatening legal proceedings.
2017-09-01	Choo Ah Sam moved out of the Jurong West flat.
2017-09-01	Choo Ah Sam commenced legal proceedings against Kieu Ka Tong.
2018-08-01	Trial fixed before Ang Cheng Hock J.
2019-09-01	Trial heard by Ang Cheng Hock J.
2019-10-01	Trial heard by Ang Cheng Hock J.
2019-11-20	Judgment reserved.
2020-03-30	Judgment.

7. Legal Issues

Nature of Agreement (Loan vs. Trust)
- Outcome: The court held that the arrangement between the plaintiff and the first defendant was a loan agreement, not a trust.
- Category: Substantive
Settlement Agreement
- Outcome: The court held that the parties did not enter into a binding settlement agreement.
- Category: Substantive
- Related Cases:
  - [2011] 4 SLR 617
  - [1963] MLJ 165

8. Remedies Sought

Transfer of shares in York
Payment of the reasonable current value of shares

9. Cause of Actions

Breach of Trust

10. Practice Areas

Commercial Litigation

11. Industries

Shipping

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Cost Engineers (SEA) Pte Ltd and another v Chan Siew Lun	N/A	Yes	[2016] 1 SLR 137	Singapore	Cited for the principles regarding a shareholder's right to profits and dividends from a company.
Burland v Earle	N/A	Yes	[1902] AC 83	N/A	Cited for the principle that a shareholder generally has no direct right to the profits of a company.
Bond v Barrow Haematite Steel Co	N/A	Yes	[1902] 1 Ch 353	N/A	Cited for the principle that a shareholder only has a right to receive money from the company when dividends are declared.
Lim Kok Wah v Lim Boh Yong	N/A	Yes	[2015] 5 SLR 307	Singapore	Cited for the principle that a company generally has no obligation to declare dividends.
Lim Chee Twang v Chan Shuk Kuen Helina	N/A	Yes	[2010] 2 SLR 209	Singapore	Cited for the principle that the decision to declare dividends is a commercial decision of the company which the courts are reluctant to interfere with.
Norwest Holdings Pte Ltd (in liquidation) v Newport Mining Ltd and another appeal	Court of Appeal	Yes	[2011] 4 SLR 617	Singapore	Cited for the principle that parties do not intend to bind themselves contractually by the agreement but only by the subsequent contract if and when they should enter into it, there will be no contract.
Low Kar Yit v Mohamed Isa	Malaysian High Court	Yes	[1963] MLJ 165	Malaysia	Cited for the principle that parties do not intend to bind themselves contractually by the agreement but only by the subsequent contract if and when they should enter into it, there will be no contract.

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

Loan
Trust
Shares
Settlement Agreement
York Launch Service Pte Ltd

15.2 Keywords

Contract
Loan
Trust
Shares
York Launch Service

17. Areas of Law

Area Name	Relevance Score
Contract Law	90
Trust Law	50
Commercial Disputes	30
Company Law	20

16. Subjects

Contract Dispute
Trusts
Loans