See Eng Siong Ronnie v Sassax Pte Ltd: Oppression of Minority Shareholders & Winding Up Dispute
In a suit before the High Court of Singapore, Ronnie See Eng Siong sued Sassax Pte Ltd and Cheang Tsu-fei, alleging breach of an oral investment agreement, oppression under s 216 of the Companies Act, and seeking a just and equitable winding up of Sassax under s 254(1)(i) of the Companies Act. See claimed Cheang mismanaged Sassax and breached their agreement. The court, presided over by Kannan Ramesh J, dismissed See's claims, finding no oral agreement, no oppression, and no grounds for a just and equitable winding up. The court ordered costs against See.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Suit dismissed with costs to Cheang.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Shareholder Ronnie See sues Sassax Pte Ltd and Cheang Tsu-fei, alleging oppression and seeking winding up. The court dismissed the suit, finding no oppression.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| See Eng Siong Ronnie | Plaintiff | Individual | Claim Dismissed | Lost | Singh Navinder, Farah Nazura binte Zainudin |
| Sassax Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Kirpalani Rakesh Gopal, Oen Weng Yew Timothy |
| Cheang Tsu-fei | Defendant | Individual | Judgment for Defendant | Won | Kirpalani Rakesh Gopal, Oen Weng Yew Timothy |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Singh Navinder | KSCGP Juris LLP |
| Farah Nazura binte Zainudin | KSCGP Juris LLP |
| Kirpalani Rakesh Gopal | Drew & Napier LLC |
| Oen Weng Yew Timothy | Drew & Napier LLC |
4. Facts
- See and Cheang were shareholders in Sassax, with a 40:60 shareholding ratio respectively.
- Cheang was a director of Sassax, while See was a director until August 8, 2018.
- See alleged Cheang breached an oral investment agreement and mismanaged Sassax.
- See claimed Cheang's actions constituted oppression under s 216 of the Companies Act.
- See sought the winding up of Sassax on just and equitable grounds under s 254(1)(i) of the Companies Act.
- The relationship between See and Cheang deteriorated due to disagreements over business operations.
- See had access to Sassax’s Dropbox folder, where financial documents were stored.
5. Formal Citations
- See Eng Siong Ronnie v Sassax Pte Ltd and another, Suit No 1177 of 2018, [2020] SGHC 96
6. Timeline
| Date | Event |
|---|---|
| Sassax incorporated | |
| QHFOXX Limited registered in the British Virgin Islands | |
| Cheang became the sole director and shareholder of Limited | |
| Sassax brought a suit in the Taiwan courts against a forwarder of its goods | |
| Sassax obtained judgment for the sum of US$525,000 in Taiwan courts | |
| Sassax entered into a loan facility agreement with TransAsia Private Capital Limited | |
| Maersk Honam fire | |
| QHFOXX Pte Ltd incorporated | |
| Cheang terminated Mei Mei’s employment | |
| See was removed as a director during Sassax’s annual general meeting | |
| Hearing began | |
| Hearing continued | |
| Hearing continued | |
| Judgment reserved | |
| Judgment issued |
7. Legal Issues
- Breach of Oral Investment Agreement
- Outcome: The court found that no oral investment agreement existed.
- Category: Substantive
- Oppression of Minority Shareholders
- Outcome: The court found that no oppressive acts were committed by the defendant.
- Category: Substantive
- Related Cases:
- [2010] 2 SLR 776
- [2020] SGCA 14
- Just and Equitable Winding Up
- Outcome: The court found no grounds for a just and equitable winding up of the company.
- Category: Substantive
- Related Cases:
- [2006] 3 SLR(R) 827
- [1999] 1 WLR 1092
8. Remedies Sought
- Damages
- Winding Up of Sassax
- Purchase of Shares
9. Cause of Actions
- Breach of Contract
- Oppression of Minority Shareholders
- Winding Up on Just and Equitable Grounds
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Commodities Trading
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Over & Over Ltd v Bonvests Holdings Ltd and another | Court of Appeal | Yes | [2010] 2 SLR 776 | Singapore | Cited for the principle of commercial unfairness in shareholder disputes and the upholding of commercial agreements between shareholders. |
| Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal | Court of Appeal | Yes | [2020] SGCA 14 | Singapore | Cited for the principles relating to oppression of minority shareholders. |
| Sim Yong Kim v Evenstar Investments | Court of Appeal | Yes | [2006] 3 SLR(R) 827 | Singapore | Cited for the principle that s 254(1)(i) of the Companies Act does not allow a member to exit from a company at will. |
| O’Neill and another v Phillips and others | Unknown | Yes | [1999] 1 WLR 1092 | Unknown | Cited for the test of whether a company ought to be wound up under s 254(1)(i) of the Companies Act. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| s 216 of the Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| s 216A of the Companies Act | Singapore |
| s 254(1)(i) of the Companies Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Oral Investment Agreement
- Oppression
- Minority Shareholder
- Winding Up
- Just and Equitable
- Quasi-Partnership
- Commercial Unfairness
- TAPCL Facility
- QHFOXX Limited
- Sassax Pte Ltd
15.2 Keywords
- shareholder dispute
- minority oppression
- winding up
- companies act
- singapore
- sassax
- cheang
- see
16. Subjects
- Company Law
- Shareholder Disputes
- Commercial Litigation
17. Areas of Law
- Company Law
- Oppression of Minority Shareholders
- Winding Up
- Contract Law