Elias Xanthopoulos v Rotating Offshore Solutions: Contractual Terms, Minority Shareholder Oppression
In Elias Xanthopoulos v Rotating Offshore Solutions Pte Ltd, the High Court of Singapore addressed claims by Mr. Xanthopoulos against Rotating Offshore Solutions Pte Ltd, ROS Engineering Pte Ltd, and Mr. Lim Boon Chye Victor, involving unpaid fees and minority shareholder oppression. The court found a common mistake in the ROSE Agreement, rectified it, and ordered Rotating Offshore Solutions to buy out Mr. Xanthopoulos's shares in ROS Engineering for S$96,671.73. The court dismissed the claims for unpaid fees for the MINOX and Caevest Projects, and the MODEC Project.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for the Plaintiff in part.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Judgment on contract dispute and minority oppression claim. Court found common mistake in contract and ordered share buyout.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Elias Xanthopoulos | Plaintiff | Individual | Judgment for the Plaintiff in part | Partial | Ronald Wong Jian Jie, Lopez Stacey Millicent Xue Mei |
| Rotating Offshore Solutions Pte Ltd | Defendant | Corporation | Ordered to buy out shares | Lost | Ramachandran Doraisamy Raghunath, Kyle Gabriel Peters |
| ROS Engineering Pte Ltd | Defendant | Corporation | Neutral | Neutral | Ramachandran Doraisamy Raghunath, Kyle Gabriel Peters |
| Lim Boon Chye Victor | Defendant | Individual | Neutral | Neutral | Aqbal Singh s/o Kuldip Singh, Wong Yiping, Cheng Cui Wen |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Ronald Wong Jian Jie | Covenant Chambers LLC |
| Lopez Stacey Millicent Xue Mei | Covenant Chambers LLC |
| Ramachandran Doraisamy Raghunath | PDLegal LLC |
| Kyle Gabriel Peters | PDLegal LLC |
| Aqbal Singh s/o Kuldip Singh | Pinnacle Law LLC |
| Wong Yiping | Pinnacle Law LLC |
| Cheng Cui Wen | Pinnacle Law LLC |
4. Facts
- Elias Xanthopoulos was a minority shareholder and managing director of ROS Engineering Pte Ltd (ROSE).
- Rotating Offshore Solutions Pte Ltd (RO Solutions) owns 70% of ROSE.
- Lim Boon Chye Victor is the managing director of RO Solutions and a director of ROSE.
- Xanthopoulos resigned from his positions on 1 July 2018.
- Xanthopoulos claimed unpaid fees for referral and project management services.
- Xanthopoulos sought relief as a minority shareholder of ROSE, alleging oppressive conduct.
- RO Solutions refused to pay ROSE substantial outstanding receivables.
5. Formal Citations
- Xanthopoulos, Eliasv Rotating Offshore Solutions Pte Ltd and others, Suit No 626 of 2019, [2021] SGHC 197
6. Timeline
| Date | Event |
|---|---|
| Rotating Offshore Solutions Pte Ltd incorporated | |
| Elias Xanthopoulos introduced to Lim Boon Chye Victor, Srinivasan, and Chia Kuan Wee | |
| Elias Xanthopoulos expressed interest in working with ROS | |
| Chia Kuan Wee proposed agreement to be signed by RO Systems and Elias Xanthopoulos | |
| RO Systems Agreement signed | |
| Elias Xanthopoulos initiated discussions regarding incorporation of an engineering company | |
| Negotiations took place regarding the incorporation of an engineering company | |
| Chia Kuan Wee asked Elias Xanthopoulos to rework the RO Systems Agreement | |
| ROS Engineering Pte Ltd registered with ACRA | |
| Elias Xanthopoulos sent revised draft to Chia Kuan Wee | |
| ROSE Agreement executed | |
| Murugesan Srinivasan resigned as director of ROSE | |
| Lim Boon Chye Victor and Elias Xanthopoulos appointed as directors of ROSE | |
| DRL Engineering LLC to provide project management and engineering services to DRL | |
| DRL project ended | |
| RO Solutions paid Elias Xanthopoulos an additional sum of S$15,000 per month | |
| ROSE rendered services to RO Solutions in respect of the MOPU BOSS1 Project | |
| ROSE rendered services to RO Solutions in respect of the MOPU BOSS1 Project | |
| RO Solutions undertook construction work on several FPSO topside modules for MODEC | |
| MODEC Project commenced | |
| MINOX Project commenced | |
| Elias Xanthopoulos's involvement with the MODEC Project ended | |
| Elias Xanthopoulos asked to work on the MOPU D18 Project | |
| Certificate of completion for MODEC Project issued | |
| Caevest Project commenced | |
| MINOX Project completed | |
| Certificate of completion for the Caevest Project signed | |
| Elias Xanthopoulos tendered letters of resignation to RO Solutions and ROSE | |
| RO Solutions accepted Elias Xanthopoulos's resignation | |
| Srinivasan and Lim made an offer to buy out Elias Xanthopoulos's 30% shareholding in ROSE | |
| Chia Kuan Wee ceased to be the company secretary of ROSE | |
| Writ of summons filed | |
| Chia Kuan Wee left RO Solutions | |
| Trial began | |
| Trial concluded | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found a common mistake in the ROSE Agreement and rectified it.
- Category: Substantive
- Sub-Issues:
- Interpretation of contractual terms
- Admissibility of evidence
- Parol evidence rule
- Rules of construction
- Formation
- Mistake of fact
- Minority Shareholder Oppression
- Outcome: The court found that RO Solutions and Mr. Lim had conducted ROSE’s affairs in a manner that was prejudicial to Mr. Xanthopoulos and constitutes oppression.
- Category: Substantive
- Unjust Enrichment
- Outcome: The court found that the rectified ROSE Agreement precludes Mr. Xanthopoulos’s claim for fees for the Projects based on unjust enrichment.
- Category: Substantive
8. Remedies Sought
- Unpaid fees for services
- Declaration of oppression
- Order for RO Solutions to buy out Xanthopoulos's shares in ROSE
- Order for ROSE to be compulsorily wound up
9. Cause of Actions
- Breach of Contract
- Minority Oppression
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Offshore Oil and Gas
- Engineering
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Day, Ashley Francis v Yeo Chin Huat Anthony and others | High Court | Yes | [2020] 5 SLR 514 | Singapore | Cited for the principle that a binding agreement requires consensus ad idem and unqualified acceptance. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the principle that extrinsic evidence may be considered in determining whether a mistake has been made in a contract that requires rectification. |
| Investors Compensation Scheme Ltd v West Bromwich Building Society | House of Lords | Yes | [1998] 1 WLR 896 | England and Wales | Cited for the principle that the background may enable the reasonable man to conclude that the parties must have used the wrong words or syntax. |
| Yap Son On v Ding Pei Zhen | High Court | Yes | [2017] 1 SLR 219 | Singapore | Cited for the principle that all relevant evidence is admissible, including declarations of subjective intent, to show convincing proof that the agreement did not accord with the parties' intention. |
| OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd) and another v Crest Capital Asia Pte Ltd and others | High Court | Yes | [2020] SGHC 142 | Singapore | Cited for the elements of rectification based on common mistake. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the principle that unjust enrichment claims are rejected when a contract exists for a particular payment. |
| Pan Ocean Shipping Co Ltd v Creditcorp Ltd | House of Lords | Yes | [1994] 1 WLR 161 | England and Wales | Cited for the principle that the law of restitution has no part to play when a contractual regime legislates for the recovery of overpaid hire. |
| MacDonald Dickens & Macklin (a firm) v Costello and others | English Court of Appeal | Yes | [2012] QB 244 | England and Wales | Cited for the principle of upholding parties' contractual arrangements. |
| Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal | Court of Appeal | Yes | [2020] 1 SLR 771 | Singapore | Cited for the principle that the court will look into the legal rights and legitimate expectations of the company’s members and whether they were considered by the majority. |
| Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters | Court of Appeal | Yes | [2018] 2 SLR 333 | Singapore | Cited for the four limbs of Section 216 of the Companies Act: oppression, disregard of a shareholder’s interests, unfair discrimination and prejudice to the shareholder. |
| Over & Over Ltd v Bonvests Holdings Ltd and another | High Court | Yes | [2010] 2 SLR 776 | Singapore | Cited for the principle that commercial fairness is the touchstone by which the court determines whether to grant relief under s 216. |
| Re Gee Hoe Chan Trading Co Pte Ltd | High Court | Yes | [1991] 2 SLR(R) 114 | Singapore | Cited for the principle that the non-payment of dividends can amount to oppression or disregard within the meaning of s 216(1)(a) of the CA. |
| Cost Engineers (SEA) Pte Ltd and another v Chan Siew Lun | High Court | Yes | [2016] 1 SLR 137 | Singapore | Cited for the proposition that a shareholder generally has no direct right to the profits of a company and a company generally has no obligation to declare dividends. |
| Suying Design Pte Ltd v Ng Kian Huan Edmund and other appeals | Court of Appeal | Yes | [2020] 2 SLR 221 | Singapore | Cited for the principle that s 216 of the CA should not be used to vindicate wrongs which are in substance wrongs committed against a company. |
| Teelek Realty Pte Ltd and others v Ng Tang Hock | Court of Appeal | Yes | [2021] SGCA 70 | Singapore | Cited for the principle that the same set of facts can give rise to both personal wrongs and corporate wrongs. |
| Kumagai Gumi Co Ltd v Zenecon Pte Ltd and others and other appeals | High Court | Yes | [1995] 2 SLR(R) 304 | Singapore | Cited for the principle that the discretion of the court to make an order under s 216 of the CA is very wide. |
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
- ROSE Agreement
- Overarching Agreement
- Minority oppression
- Rectification
- Unjust enrichment
- Finder's fee
- Receivables
- Dividends
- FPSO
- MOPU
- Commercial unfairness
15.2 Keywords
- contract
- minority shareholder
- oppression
- rectification
- unjust enrichment
- ROSE
- RO Solutions
- Xanthopoulos
- Lim Boon Chye Victor
16. Subjects
- Contract Law
- Company Law
- Minority Shareholder Rights
- Restitution
- Equity
17. Areas of Law
- Contract Law
- Equity
- Restitution
- Companies Law
- Minority Shareholder Rights