Wei Fengpin v Raymond Low: Transfer of Oppression Action Appeal Due to Company Insolvency

Wei Fengpin, Low Tuck Loong, and Sim Eng Chuan are equal shareholders of Lateral Solutions Pte Ltd. Wei commenced an oppression action against Low and Sim. Prior to trial, the company was wound up due to insolvency. The High Court found Low and Sim had acted oppressively but did not order a buyout of Wei's shares due to the company's insolvency. Wei appealed to the Appellate Division. Steven Chong JCA ordered the transfer of the appeal to the Court of Appeal, holding that the appeal arose from a case relating to the insolvency of the company, and the issues on appeal engaged the law of insolvency.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal transferred from the Appellate Division to the Court of Appeal.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal transfer from AD to CA ordered in oppression action where company insolvency became central. Key issue: impact of insolvency on buyout order.

1.7 Decision Date

6 December 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Wei Fengpin	Applicant	Individual	Appeal transferred to Court of Appeal	Neutral	Jimmy Yim Wing Kuen of Drew & Napier LLC Lee Soong Yan, Kevin of Drew & Napier LLC Eunice Lau Guan Ting of Drew & Napier LLC Lim Joe Jee of Drew & Napier LLC
Raymond Low Tuck Loong	Respondent	Individual	Appeal transferred to Court of Appeal	Neutral	Chia Foon Yeow of Loo & Partners LLP Tan Jinwen Mark of Loo & Partners LLP Loo Choon Chiaw of Loo & Partners LLP Lim Jun Wei of Loo & Partners LLP
Sim Eng Chuan	Respondent	Individual	Appeal transferred to Court of Appeal	Neutral	Chia Foon Yeow of Loo & Partners LLP Tan Jinwen Mark of Loo & Partners LLP Loo Choon Chiaw of Loo & Partners LLP Lim Jun Wei of Loo & Partners LLP
Lateral Solutions Pte Ltd	Respondent	Corporation	Appeal transferred to Court of Appeal	Neutral	Ng Yeow Khoon of Shook Lin & Bok LLP Ho Wei Liang Sherman of Shook Lin & Bok LLP

3. Judges

Judge Name	Title	Delivered Judgment
Steven Chong	Justice of the Court of Appeal	Yes

4. Counsels

Counsel Name	Organization
Jimmy Yim Wing Kuen	Drew & Napier LLC
Lee Soong Yan, Kevin	Drew & Napier LLC
Eunice Lau Guan Ting	Drew & Napier LLC
Lim Joe Jee	Drew & Napier LLC
Chia Foon Yeow	Loo & Partners LLP
Tan Jinwen Mark	Loo & Partners LLP
Loo Choon Chiaw	Loo & Partners LLP
Lim Jun Wei	Loo & Partners LLP
Ng Yeow Khoon	Shook Lin & Bok LLP
Ho Wei Liang Sherman	Shook Lin & Bok LLP

4. Facts

Wei, Low, and Sim are equal shareholders of Lateral Solutions Pte Ltd.
Wei commenced an oppression action against Low and Sim.
Low and Sim applied to wind up the company due to insolvency.
A winding-up order was granted.
The High Court found Low and Sim had acted oppressively.
The High Court did not order a buyout due to the company's insolvency.
Wei appealed the High Court's decision to the Appellate Division.

5. Formal Citations

Wei Fengpin v Raymond Low Tuck Loong and others, Originating Summons No 27 of 2021, [2021] SGCA 115

6. Timeline

Date	Event
2017-03-15	Wei commenced Suit 238 against Low and Sim under s 216 of the Companies Act.
2020-05-05	Low and Sim applied to wind up the Company.
2020-06-12	A winding up order was granted in HC/CWU 130/2020.
2020-09-01	Suit 238 was scheduled for trial.
2021-04-15	Written decision issued by the General Division of the High Court.
2021-05-15	Wei filed an appeal against the HC Judgment to the AD.
2021-09-08	Wei indicated it would be more appropriate for the Court of Appeal to hear the Appeal.
2021-10-13	Case management conference convened.
2021-10-15	Wei to confirm whether he would be applying for a transfer of the Appeal.
2021-10-19	Wei filed the Application for a transfer of the Appeal.
2021-10-21	Respondent’s Case was served.
2021-11-12	Court heard the parties and ordered the transfer of the appeal.
2021-12-07	Detailed grounds issued.

7. Legal Issues

Transfer of Appeal
- Outcome: The Court of Appeal ordered the transfer of the appeal from the Appellate Division to the Court of Appeal.
- Category: Procedural
- Sub-Issues:
  - Appropriate appellate court
  - Interpretation of Sixth Schedule to the SCJA
- Related Cases:
  - [2021] 2 SLR 440
Appropriateness of Buyout Order
- Outcome: The court did not rule on the appropriateness of the buyout order, as the issue was not before them. The court transferred the appeal to the Court of Appeal.
- Category: Substantive
- Sub-Issues:
  - Impact of company insolvency on buyout order
  - Shareholder contribution to insolvency
- Related Cases:
  - [2021] SGHC 90

8. Remedies Sought

Buyout of shares

9. Cause of Actions

Oppression Action

10. Practice Areas

Commercial Litigation
Insolvency Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Noor Azlin bte Abdul Rahman and another v Changi General Hospital Pte Ltd	Court of Appeal	Yes	[2021] 2 SLR 440	Singapore	Cited to provide guidance to assist litigants to properly navigate the new appellate regime.
Wei Fengpin v Low Tuck Loong Raymond and others	High Court	Yes	[2021] SGHC 90	Singapore	The judgment under appeal. Findings of oppression but refusal to order buyout due to insolvency.
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit	High Court	Yes	[2018] 5 SLR 1	Singapore	Cited for the principle that a buyout order helps the oppressed shareholder realise his investment in the company at a fair value and to exit the company.
In re London School of Electronics Ltd	Chancery Division	Yes	[1986] Ch 211	England and Wales	Foreign authority governing issues of buyout orders in respect of a company put into liquidation.
Grace v Biagioli and others	England and Wales Court of Appeal (Civil Division)	Yes	[2005] EWCA Civ 1222	England and Wales	Foreign authority governing issues of buyout orders in respect of a company put into liquidation.
Re Via Servis Ltd Skala v Via Sevis Ltd and another	High Court of Justice	Yes	[2014] EWHC 3069 (Ch)	England and Wales	Foreign authority governing issues of buyout orders in respect of a company put into liquidation.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed)
O 56A r 12(3) of the ROC
O 56A r 12(4) of the ROC
O 56A r 12(5) of the ROC

14. Applicable Statutes

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

15. Key Terms and Keywords

15.1 Key Terms

Oppression
Buyout order
Insolvency
Winding up
Appellate Division
Court of Appeal
Transfer of appeal
Sixth Schedule
Shareholder
Companies Act

15.2 Keywords

Oppression action
Company insolvency
Appeal transfer
Singapore Court of Appeal

17. Areas of Law

Area Name	Relevance Score
Insolvency Law	95
Transfer of Cases	90
Winding Up	85
Minority Oppression	75
Company Law	70

16. Subjects

Civil Procedure
Company Law
Insolvency Law