Wei Fengpin v Raymond Low Tuck Loong: Oppression of Minority Shareholders in Company Voluntary Winding Up

Wei Fengpin commenced an oppression action against Raymond Low Tuck Loong and Sim Eng Chuan. The High Court found oppressive acts but declined a buyout order due to the company's insolvency and Wei's contribution to its demise, ordering instead the return of sums paid in breach of the company's articles. The Court of Appeal allowed Wei's appeal, ordering Low and Sim to buyout Wei's shares at US$5 million, finding that the concerns regarding valuation could be addressed by selecting an appropriate valuation date.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding oppression action by Wei Fengpin against Raymond Low Tuck Loong and Sim Eng Chuan. The court allowed a buyout order for Wei's shares.

1.7 Decision Date

11 April 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Wei Fengpin	Appellant, Plaintiff	Individual	Appeal allowed	Won	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, Defendant	Individual	Appeal dismissed	Lost	Chia Foon Yeow of Loo & Partners LLP Sigmund Seah Bingsen of Loo & Partners LLP Loo Choon Chiaw of Loo & Partners LLP Lim Jun Wei of Loo & Partners LLP
Sim Eng Chuan	Respondent, Defendant	Individual	Appeal dismissed	Lost	Chia Foon Yeow of Loo & Partners LLP Sigmund Seah Bingsen of Loo & Partners LLP Loo Choon Chiaw of Loo & Partners LLP Lim Jun Wei of Loo & Partners LLP
Lateral Solutions Pte Ltd	Respondent, Defendant	Corporation	Neutral	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
Andrew Phang Boon Leong	Justice of the Court of Appeal	No
Steven Chong	Justice of the Court of Appeal	Yes
Chao Hick Tin	Senior Judge	No

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
Sigmund Seah Bingsen	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 commenced an oppression action against Low and Sim.
Low and Sim caused the company to be voluntarily wound up.
The Judge found a litany of oppressive acts by Low and Sim against Wei.
The Judge did not make a buyout order.
Low and Sim declared dividends of US$1.5m each to themselves to the exclusion of Wei.
Low and Sim paid excessive and unjustified bonuses of about S$1.5m collectively to themselves without Wei’s knowledge or consent.
Low and Sim deliberately withheld the Company’s financial information from Wei.

5. Formal Citations

Wei Fengpin v Raymond Low Tuck Loong and others, Civil Appeal No 63 of 2021, [2022] SGCA 32
Wei Fengpin v Low Tuck Loong Raymond and others, , [2021] SGHC 90

6. Timeline

Date	Event
2005-01-01	Company incorporated by Sim and Seah.
2006-01-01	Company began supplying polymer parts to Apple Inc.
2007-01-01	Low joined the Company.
2010-01-01	SH started supplying the Parts to the Company.
2011-01-01	SKL began manufacturing the Parts for the Company.
2014-12-01	Wei bought Seah’s shares in the Company.
2015-01-01	Wei registered as a shareholder and director.
2017-03-15	Wei commenced Suit 238 against Low and Sim.
2020-05-05	Low and Sim applied to wind up the Company.
2020-06-12	Winding up order granted.
2020-09-01	Trial for Suit 238 took place.
2021-01-01	High Court Judge issued the Judgment.
2022-02-22	Judgment reserved.
2022-04-12	Judgment delivered.

7. Legal Issues

Oppression of Minority Shareholders
- Outcome: The court found that Low and Sim had conducted the affairs of the Company in a manner that was oppressive to Wei.
- Category: Substantive
- Sub-Issues:
  - Exclusion from management
  - Deprivation of profits
  - Withholding financial information
  - Breach of fiduciary duties
- Related Cases:
  - [1995] 2 SLR(R) 304
  - [2020] 2 SLR 221
  - [2014] EWHC 3069 (Ch)
  - [2018] 5 SLR 1
  - [1994] 2 SLR(R) 501
  - [1999] 1 SLR(R) 773
  - [2016] EWHC 2896 (Ch)
Propriety of Buyout Order
- Outcome: The court held that a buyout order was appropriate in the circumstances, notwithstanding the supervening insolvency of the Company.
- Category: Substantive
- Related Cases:
  - [2018] 5 SLR 1
Appropriate Valuation Date
- Outcome: The court ordered the shares to be valued based on the purchase price of US$5m paid by Wei to Seah.
- Category: Substantive
- Related Cases:
  - [1994] 2 SLR(R) 501
  - [2011] SGHC 30
Breach of Fiduciary Duties
- Outcome: The court agreed with the Judge’s findings that Wei had breached his fiduciary duties.
- Category: Substantive
- Related Cases:
  - [2003] 4 SLR(R) 414
  - [2002] EWCA Civ 370
  - [2017] SGHC 73

8. Remedies Sought

Buyout Order
Compensation Order
Declaration that Low and Sim had breached their fiduciary duties

9. Cause of Actions

Oppression of Minority Shareholders
Breach of Fiduciary Duty

10. Practice Areas

Commercial Litigation
Corporate Law

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Kumagai Gumi Co Ltd v Zenecon Pte Ltd and others	Court of Appeal	Yes	[1995] 2 SLR(R) 304	Singapore	Cited to support the finding that the court can order a buyout notwithstanding the supervening insolvency of the Company.
Suying Design Pte Ltd v Ng Kian Huan Edmund and other appeals	Court of Appeal	Yes	[2020] 2 SLR 221	Singapore	Cited to support the finding that the court can order a buyout notwithstanding the supervening insolvency of the Company.
Re Via Servis Ltd Skala v Via Sevis Ltd and another	High Court of Justice	Yes	[2014] EWHC 3069 (Ch)	England and Wales	Cited to support the finding that the court can order a buyout notwithstanding the supervening insolvency of the Company.
DyStar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit	Court of Appeal	Yes	[2018] 5 SLR 1	Singapore	Cited to support the finding that upon the finding of oppression, the typical and almost default relief is to order a buyout of the shares of the minority shareholder.
Tullio Planeta v Maoro Andrea G	High Court	Yes	[1994] 2 SLR(R) 501	Singapore	Cited for the principle that the overriding consideration under s 216(2) of the Companies Act is that of fairness, having regard to the facts of the case.
Yeo Hung Khiang v Dickson Investment (Singapore) Pte Ltd and others	High Court	Yes	[1999] 1 SLR(R) 773	Singapore	Cited for the principle that the determination of the appropriate valuation date and value of the shares need not be in accordance with strict accounting principles, and the role of the court is to determine a price that is fair and just in the particular circumstances of the case.
Interactive Technology Corp Ltd v Ferster	High Court of Justice	Yes	[2016] EWHC 2896 (Ch)	England and Wales	Cited for the principle that wrongdoing on the part of the minority shareholder can be relevant in two ways: it may make the prejudicial conduct of the respondent not unfair, or it may justify the court in refusing to grant relief.
Tokuhon (Pte) Ltd v Seow Kang Hong and others	Court of Appeal	Yes	[2003] 4 SLR(R) 414	Singapore	Cited by Wei to argue that the Company was never run in a manner which suited its interests independently from those of its shareholders, but the court disagreed.
In Plus Group Ltd and others v Pyke	Court of Appeal	Yes	[2002] EWCA Civ 370	England and Wales	Cited by Wei to argue that he was effectively expelled and that there was no breach of fiduciary duties, but the court disagreed.
Tan Yong San v Neo Kok Eng and others	High Court	Yes	[2011] SGHC 30	Singapore	Cited for the principle that the court ordered the majority to buy the applicant’s shares in the company at their initial capitalised value.
Sakae Holdings Ltd v Gryphon Real Estate Investment Corp Pte Ltd and others (Foo Peow Yong Douglas, third party) and another suit	High Court	Yes	[2017] SGHC 73	Singapore	Cited for the principle that Tokuhon concerned “exceptional circumstances”.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
s 216 of the Companies Act	Singapore
s 216(2) of the Companies Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Oppression action
Buyout order
Voluntary winding up
Minority shareholder
Dividends
Bonuses
Fiduciary duties
Valuation date

15.2 Keywords

oppression
minority shareholder
buyout
winding up
companies act
directors duties

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	95
Company Law	70
Winding Up	60
Fiduciary Duties	50
Corporate Law	40

16. Subjects

Company Law
Shareholder Rights
Corporate Governance
Insolvency Law