Lin Jianwei v Tung Yu-Lien Margaret: Raffles Town Club Dispute over Company Act s216A and Appeal Leave

In a dispute between Lin Jianwei and Tung Yu-Lien Margaret, shareholders of Raffles Town Club Pte Ltd, the Court of Appeal of Singapore addressed multiple applications. Lin sought leave to appeal decisions regarding legal fees and derivative actions. The court struck out Lin's appeals for lack of required leave, finding the core issues related to costs. The court dismissed Lin's application to adduce further evidence and ordered Lin to pay Tung a global sum of $40,000 in costs.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Shareholder dispute over Raffles Town Club legal fees. Court struck out appeals for lack of leave, finding issues related to costs.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lin JianweiAppellant, PlaintiffIndividualAppeal DismissedLost
Tung Yu-Lien MargaretRespondent, DefendantIndividualAppeal AllowedWon
Raffles Town Club Pte LtdRespondent, DefendantCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Andrew Phang Boon LeongJustice of the Court of AppealYes
Steven ChongJustice of the Court of AppealNo
Belinda Ang Saw EanJudge of the Appellate DivisionNo

4. Counsels

Counsel NameOrganization
Chooi Jing YenEugene Thuraisingam LLP
Eugene Singarajah ThuraisingamEugene Thuraisingam LLP
Tham Wei ChernFullerton Law Chambers LLC
Kenneth Tan SCKenneth Tan Partnership
Danica Gan Fang LingFullerton Law Chambers LLC
Brinden AnandakumarFullerton Law Chambers LLC
Joel Wong En JieEugene Thuraisingam LLP
Eng Zixuan EdmundFullerton Law Chambers LLC
Chang Chee JunFullerton Law Chambers LLC
Davinder Singh s/o Amar Singh SCDavinder Singh Chambers LLC
Chua Shu Yuan DelvinDavinder Singh Chambers LLC
Pardeep Singh KhosaDavinder Singh Chambers LLC
Tan Mao LinDavinder Singh Chambers LLC
Cheryl Tan Siew WeiDavinder Singh Chambers LLC
Kenneth Koh Tze WeiDavinder Singh Chambers LLC

4. Facts

  1. Lin and Tung are the only shareholders and directors of Raffles Town Club Pte Ltd (RTC).
  2. Lin owns 60% of RTC's shares, and Tung owns 40%.
  3. Lin commenced HC/OS 1446/2018 seeking the appointment of a third director.
  4. Tung counterclaimed in OS 1446, challenging the validity of certain meetings and decisions.
  5. A consent order was reached regarding the appointment of solicitors for RTC.
  6. Tung paid legal fees on behalf of RTC and sought reimbursement.
  7. Lin filed HC/OS 320/2020 seeking leave to bring proceedings to tax the legal fees.

5. Formal Citations

  1. Lin Jianwei v Tung Yu-Lien Margaret and another, , [2021] SGCA 67

6. Timeline

DateEvent
Lin commenced HC/OS 1446/2018
Tung counterclaimed in OS 1446
Consent order reached
Lin withdrew his claims in OS 1446
Lin informed Tung that the fees charged by N&C and JTJB were unreasonable
Lin filed HC/OS 320/2020
Tung filed SUM 1281
Judge released ex tempore judgment dismissing OS 320 and allowing SUM 1281
Lin filed CA 137
Lin filed CA 140
Tung took out SUM 90 and SUM 91 to strike out CA 137 and CA 140, respectively
Lin filed SUM 3929 in OS 1446
Judge heard SUM 3929
Judge gave his decision in the Leave Judgment
Lin filed OS 42
Lin filed SUM 27
Court heard the parties on SUM 90, SUM 91, SUM 27 and OS 42
Grounds of decision released

7. Legal Issues

  1. Leave to Appeal
    • Outcome: The court held that leave to appeal was required for both CA 137 and CA 140 and dismissed the appeals due to the lack of leave.
    • Category: Procedural
    • Sub-Issues:
      • Interlocutory application
      • Issue relating to costs
  2. Derivative Action
    • Outcome: The court did not grant leave for Lin to bring a derivative action.
    • Category: Substantive
    • Sub-Issues:
      • Good faith
      • Interests of the company
  3. Reimbursement of Legal Fees
    • Outcome: The court upheld the order for RTC to reimburse Tung for the legal fees.
    • Category: Substantive
    • Sub-Issues:
      • Interpretation of consent order
      • Director's duties

8. Remedies Sought

  1. Leave to Appeal
  2. Reimbursement of Legal Fees
  3. Taxation of Legal Fees
  4. Declaratory Relief

9. Cause of Actions

  • Breach of Directors' Duties
  • Statutory Derivative Action

10. Practice Areas

  • Commercial Litigation
  • Corporate Law

11. Industries

  • Hospitality

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Kosui Singapore Pte Ltd v ThangaveluCourt of AppealYes[2016] 2 SLR 105SingaporeCited for the principle that whether leave should be given for taxation under s 122 of the LPA was an issue which related to costs.
Telecom Credit Inc v Midas United Group LtdCourt of AppealYes[2019] 1 SLR 131SingaporeCited for the definition of interlocutory order and interlocutory application.
The “Nasco Gem”Court of AppealYes[2014] 2 SLR 63SingaporeCited for the principle that the focus is on the cause of the pending proceedings in which the application is being brought, and not the specific purpose of the application.
Lin Jianwei v Tung Yu-Lien Margaret and another and another matterHigh CourtYes[2020] SGHC 158SingaporeThe First Judgment, which dismissed OS 320 and allowed SUM 1281.
Lin Jianwei v Tung Yu-Lien Margaret and anotherHigh CourtYes[2020] SGHC 229SingaporeThe Leave Judgment, which held that leave was required to appeal against the decision in SUM 1281.
The “Xin Chang Shu”High CourtYes[2016] 3 SLR 1195SingaporeCited for the principle that an application for a declaration that leave to appeal is not required should only be made if there is genuine uncertainty.
Lee Kuan Yew v Tang Liang Hong and anotherCourt of AppealYes[1997] 2 SLR(R) 862SingaporeCited for the requirements for granting leave to appeal.
Lee Hsien Loong v Singapore Democratic Party and others and another suitHigh CourtYes[2008] 1 SLR(R) 757SingaporeCited for the principle that a mere assertion that there has been an oversight is insufficient to justify an extension of time.
IW v IXCourt of AppealYes[2006] 1 SLR(R) 135SingaporeCited for the principle that leave ought not be granted when there was a mere question of fact to be considered.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed), Order 88

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Companies Act (Cap 50, 2006 Rev Ed), s 216ASingapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed), Fifth Schedule, para 1(b)Singapore
Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed), Fifth Schedule, para 1(h)Singapore
Legal Profession Act (Cap 161, 2009 Rev Ed)Singapore
Legal Profession Act (Cap 161, 2009 Rev Ed), s 122Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Raffles Town Club
  • Derivative Action
  • Leave to Appeal
  • Interlocutory Application
  • Consent Order
  • Legal Fees
  • Taxation of Costs
  • Shareholder Dispute
  • Director's Duties
  • Supreme Court of Judicature Act
  • Companies Act
  • Good Faith
  • Extension of Time

15.2 Keywords

  • Raffles Town Club
  • Shareholder Dispute
  • Derivative Action
  • Leave to Appeal
  • Costs
  • Interlocutory Application

17. Areas of Law

Area NameRelevance Score
Civil Procedure75
Appellate Practice70
Company Law60
Corporate Law50
Shareholder Disputes40
Costs30
Contract Law30

16. Subjects

  • Civil Procedure
  • Company Law
  • Costs
  • Appeals