Xia Zheng v. Lee King Anne: Summary Judgment & Striking Out of Counterclaim
In Xia Zheng v. Lee King Anne, the High Court of Singapore heard an appeal by the defendant, Lee King Anne, against the Assistant Registrar's decision to grant summary judgment to the plaintiff, Xia Zheng, and strike out Lee King Anne's counterclaim. The case involves a claim by Xia Zheng for the transfer of shares based on two Interest Free Loan Agreements (IFLAs) and a counterclaim by Lee King Anne alleging that the IFLAs were sham agreements. The High Court allowed the appeal, granting Lee King Anne unconditional leave to defend the claim and setting aside the costs order.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court allowed Lee King Anne's appeal, granting her leave to defend against Xia Zheng's summary judgment application and counterclaim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Xia Zheng | Plaintiff, Respondent | Individual | Appeal Dismissed | Lost | |
| Lee King Anne | Defendant, Appellant | Individual | Appeal Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Siong Thye | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Xia Zheng loaned Lee King Anne money to purchase shares in USP Group Limited.
- Two Interest Free Loan Agreements (IFLAs) were signed between Xia Zheng and Lee King Anne.
- Lee King Anne claims the IFLAs were sham agreements to show Chinese investors their money was used to buy shares.
- Lee King Anne claims she was holding the shares on behalf of Chinese investors.
- Xia Zheng sought summary judgment for the transfer of shares based on the IFLAs.
- Lee King Anne counterclaimed, alleging a risk of enforcement measures by the Securities Industry Council.
- Lee King Anne claims that the plaintiff is estopped from claiming her entitlement to the Shares because of representations made to the defendant through Mr Li.
5. Formal Citations
- Xia Zheng v Lee King Anne, Suit No 242 of 2021, [2021] SGHC 199
6. Timeline
| Date | Event |
|---|---|
| Plaintiff and defendant entered into two Interest Free Loan Agreements | |
| Defendant entered into sale and purchase agreement with Mr Zeng for USP shares | |
| Defendant entered into sale and purchase agreement with Bestway for USP shares | |
| Defendant signed an acknowledgment to transfer shares | |
| Judgment issued |
7. Legal Issues
- Summary Judgment
- Outcome: The court held that the defendant had raised triable issues and granted unconditional leave to defend.
- Category: Procedural
- Striking Out Counterclaim
- Outcome: The court held that the counterclaim should not be struck out as the defendant had raised a prima facie case.
- Category: Procedural
- Parol Evidence Rule
- Outcome: The court held that the parol evidence rule did not apply because the defendant alleged that the agreements were shams.
- Category: Substantive
8. Remedies Sought
- Summary Judgment
- Striking Out of Counterclaim
- Declaration that the beneficial owners of the Shares are the Purported Chinese Investors
- Damages
9. Cause of Actions
- Breach of Contract
- Estoppel
10. Practice Areas
- Litigation
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ma Hongjin v SCP Holdings Pte Ltd | High Court | Yes | [2018] 4 SLR 1276 | Singapore | Cited for the legal principles on summary judgment. |
| KLW Holdings Ltd v Straitsworld Advisory Ltd | High Court | Yes | [2017] SGHC 35 | Singapore | Cited for the legal principles on summary judgment. |
| Habibullah Mohamed Yousuff v Indian Bank | Unknown | Yes | [1999] 2 SLR(R) 880 | Singapore | Cited for the legal principles on summary judgment. |
| M2B World Asia Pacific Pte Ltd v Matsumura Akihiko | Unknown | Yes | [2015] 1 SLR 325 | Singapore | Cited for the legal principles on summary judgment. |
| Abdul Salam Asanaru Pillai v Nomanbhoy & Sons Pte Ltd | Unknown | Yes | [2007] 2 SLR(R) 856 | Singapore | Cited for the legal principles on summary judgment. |
| Goh Chok Tong v Chee Soon Juan | Unknown | Yes | [2003] 3 SLR(R) 32 | Singapore | Cited for the legal principles on summary judgment. |
| Concentrate Engineering Pte Ltd v United Malayan Banking Corp Bhd | Unknown | Yes | [1990] 1 SLR(R) 465 | Singapore | Cited for the legal principles on summary judgment. |
| Miles v Bull | Queen's Bench | Yes | [1969] 1 QB 258 | England and Wales | Cited for the legal principles on summary judgment. |
| Wiseway Global Co Ltd v Qian Feng Group Ltd | High Court | Yes | [2015] SGHC 85 | Singapore | Cited for the threshold for raising a triable issue. |
| Kim Seng Orchid Pte Ltd v Lim Kah Hin (trading as Yik Zhuan Orchid Garden) | Unknown | Yes | [2018] 3 SLR 34 | Singapore | Cited for the framework in determining whether summary judgment ought to be ordered where there is a subsisting counterclaim. |
| Sheppards & Co v Wilkinson & Jarvis | Unknown | Yes | [1889] 6 TLR 13 | England and Wales | Cited for the framework in determining whether summary judgment ought to be ordered where there is a subsisting counterclaim. |
| United Overseas Bank Pte Ltd v Tru-line Beauty Consultants Pte Ltd | Unknown | Yes | [2011] 2 SLR 590 | Singapore | Cited for the framework in determining whether summary judgment ought to be ordered where there is a subsisting counterclaim. |
| Toh Eng Tiah v Jiang Angelina and another appeal | Court of Appeal | Yes | [2021] 1 SLR 1176 | Singapore | Cited for the application of the parol evidence rule where there is an allegation that the contract at hand is a sham agreement. |
| Tan Swee Wan and another v Lian Tian Yong Johnny | High Court | Yes | [2016] SGHC 206 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others | Unknown | Yes | [1997] 3 SLR(R) 649 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| Lai Swee Lin Linda v AG | Unknown | Yes | [2006] 2 SLR (R) 565 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| Christie v Christie | Court of Appeal in Chancery | Yes | (1872-1873) LR 8 Ch App 499 | England and Wales | Cited for the principles behind each of the four grounds for striking out. |
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| The “Osprey” | Unknown | Yes | [1999] 3 SLR(R) 1099 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| Her Majesty’s Revenue & Customs v Hashu Dhalomal Shahdadpuri and another | Court of Appeal | Yes | [2011] 2 SLR 967 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
| Bank of China v Asiaweek Ltd | Unknown | Yes | [1991] 1 SLR(R) 230 | Singapore | Cited for the principles behind each of the four grounds for striking out. |
13. Applicable Rules
| Rule Name |
|---|
| Order 14 Rule 1 of the Rules of Court |
| Order 14 Rule 3(1) of the Rules of Court |
| Order 18 Rule 19(1) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Singapore Code on Take-overs and Mergers | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Interest Free Loan Agreement
- Summary Judgment
- Striking Out
- Sham Agreement
- Purported Chinese Investors
- Share Acquisition Plan
- Securities Industry Council
- Beneficial Ownership
- Nominee Shareholder
15.2 Keywords
- summary judgment
- striking out
- interest free loan agreement
- sham agreement
- securities
- shares
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Summary Judgment | 90 |
| Striking out | 85 |
| Civil Practice | 75 |
| Sham Agreements | 70 |
| Share Acquisition Plan | 65 |
| Contract Law | 60 |
| Estoppel | 50 |
| Evidence | 40 |
| Company Law | 30 |
| Duty of Candour | 20 |
16. Subjects
- Civil Procedure
- Contract Law
- Securities Law