Wong Kar King v Lim Pang Hern: Oral Contract Dispute over Shares in Advanced Holdings Ltd
In Wong Kar King v Lim Pang Hern, the General Division of the High Court of Singapore heard a counterclaim by Lim Pang Hern against Wong Kar King, alleging breach of an oral agreement for the sale of shares in Advanced Holdings Ltd (AHL). Lim claimed Wong failed to procure the acquisition of BD Cranetech Pte Ltd (BDCT) by AHL and to sell a 29% stake in AHL to Lim. The court dismissed Lim's counterclaim, finding insufficient evidence of a binding oral agreement. Wong's claim for an outstanding loan amount was previously granted via summary judgement.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Counterclaim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Dispute over oral agreement for sale of shares in Advanced Holdings Ltd. Court dismissed counterclaim, finding no binding agreement existed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Wong Kar King | Plaintiff, Defendant in counterclaim | Individual | Counterclaim Dismissed | Won | Yeo Kan Kiang Roy |
| Lim Pang Hern | Defendant, Plaintiff in counterclaim | Individual | Counterclaim Dismissed | Lost | Tan Cheng Kiong |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Ang Cheng Hock | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Yeo Kan Kiang Roy | Sterling Law Corporation |
| Tan Cheng Kiong | CK Tan Law Corporation |
4. Facts
- Dr. Wong and Mr. Lim discussed the sale of Dr. Wong's shares in AHL.
- BD Corp acquired 5.6% of AHL shares from Dr. Wong for $7.14m.
- AHL and BDCT entered into a MOU regarding a potential acquisition of BDCE by AHL.
- AHL decided not to proceed with the acquisition of BDCE after due diligence.
- Dr. Wong lent Mr. Lim $1.4m, of which $900,000 remained unpaid.
- Mr. Lim claimed an oral agreement existed for Dr. Wong to sell a 29% stake in AHL.
- Mr. Lim sought repayment of a premium paid for the 5.6% stake in AHL.
5. Formal Citations
- Wong Kar King v Lim Pang Hern, Suit No 977 of 2020, [2021] SGHC 225
6. Timeline
| Date | Event |
|---|---|
| Dr. Wong explored moving AHL's operations to Batam. | |
| BD Corporation Pte Ltd acquired 17 million shares in AHL from Dr. Wong. | |
| AHL announced MOU with BDCT regarding potential acquisition of BDCE. | |
| MOU between AHL and BDCT expired. | |
| Dr. Wong and Mr. Lim entered into a loan agreement. | |
| Deadline for Mr. Lim to repay the loan. | |
| Mr. Lim attempted to purchase Dr. Wong’s shares in AHL. | |
| Dr. Wong commenced suit against Mr. Lim to recover outstanding loan balance. | |
| Mr. Lim filed a defence and counterclaim. | |
| Trial began. | |
| Trial concluded. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that no binding oral agreement existed, therefore there was no breach of contract.
- Category: Substantive
- Formation of Contract
- Outcome: The court found that no oral agreement was formed between the parties.
- Category: Substantive
8. Remedies Sought
- Repayment of premium of $2,975,000
- Reversal of transaction for purchase of 5.6% stake in AHL
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Engineering
- Oil and Gas
- Chemical
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Likpin International Ltd v Swiber Holdings Ltd and another | High Court | Yes | [2015] 5 SLR 962 | Singapore | Cited for the principle that for an agreement to come into being, there has to be a single point in time when the necessary consensus ad idem is reached. |
| Day, Ashley Francis v Yeo Chin Huat Anthony and others | High Court | Yes | [2020] 5 SLR 514 | Singapore | Cited for the principle that for an agreement to come into being, there has to be a single point in time when the necessary consensus ad idem is reached. |
| Simpson Marine (SEA) Pte Ltd v Jiacipto Jiaravanon | Court of Appeal | Yes | [2019] 1 SLR 696 | Singapore | Cited regarding the admissibility and relevance of subsequent conduct in ascertaining whether a contract has been formed. |
| Hong Fok Realty Pte Ltd v Bima Investment Pte Ltd and another appeal | Court of Appeal | Yes | [1992] 2 SLR(R) 834 | Singapore | Cited for the principle that rescission ab initio is not available as a remedy for a claim in breach of contract. |
| Liberty Sky Investments Ltd v Goh Seng Heng and another | High Court | Yes | [2020] 3 SLR 335 | Singapore | Cited for the principle that rescission may be barred where third party rights have intervened and title has passed to an innocent third party purchaser for value. |
| Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matter | Court of Appeal | Yes | [2020] 1 SLR 606 | Singapore | Cited for the principle that rescission may be barred where third party rights have intervened and title has passed to an innocent third party purchaser for value. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Oral agreement
- Share acquisition
- Premium
- Memorandum of Understanding
- Due diligence
- Repudiation
- Failure of consideration
15.2 Keywords
- Contract
- Shares
- Agreement
- Acquisition
- Breach
- Singapore
- High Court
16. Subjects
- Contract Law
- Shareholder Agreements
- Mergers and Acquisitions
17. Areas of Law
- Contract Law
- Civil Procedure