Ng Lim Lee v Lee Gin Hong: Partnership Dispute over Overdraft Facility and Asset Withdrawals
Ng Lim Lee, as administratrix of the estate of Lee Ker Min, sued Lee Gin Hong and Lee Gim Moi, as executors of the estate of Ng Ang Chum, in the Court of Appeal of Singapore, seeking half of the liability under a partnership overdraft facility. The respondents counterclaimed for half of the partnership's assets, alleging unauthorized withdrawals by the appellant. The Court of Appeal, Steven Chong JCA delivering the judgment, found the partnership solvent, dismissed the appellant's claim, and ordered an inquiry for the appellant to account for partnership assets withdrawn for personal use.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Estate of Lee Ker Min sues estate of Ng Ang Chum over partnership overdraft. Court finds partnership solvent, dismisses claim, orders accounting of withdrawals.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ng Lim Lee | Appellant, Plaintiff, Defendant in Counterclaim | Individual | Claim Dismissed | Lost | Shobna Chandran, Muhammad Taufiq bin Suraidi, Thaddaeus Aaron Tan Yong Zhong |
| Lee Gin Hong | Respondent, Defendant, Plaintiff in Counterclaim | Individual | Counterclaim Allowed | Won | Harish Kumar s/o Champaklal, Marissa Zhao Yunan |
| Lee Gim Moi | Respondent, Defendant, Plaintiff in Counterclaim | Individual | Counterclaim Allowed | Won | Harish Kumar s/o Champaklal, Marissa Zhao Yunan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Steven Chong | Justice of the Court of Appeal | Yes |
| Woo Bih Li | Judge of the Appellate Division | No |
| Quentin Loh | Judge of the Appellate Division | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Shobna Chandran | Tan Rajah & Cheah |
| Muhammad Taufiq bin Suraidi | Tan Rajah & Cheah |
| Thaddaeus Aaron Tan Yong Zhong | Tan Rajah & Cheah |
| Harish Kumar s/o Champaklal | Rajah & Tann Singapore LLP |
| Marissa Zhao Yunan | Rajah & Tann Singapore LLP |
4. Facts
- The appellant and his late mother were equal partners in a business started by the appellant’s late father.
- The appellant withdrew moneys from the Partnership for purposes unrelated to the Partnership.
- The respondents alleged that the appellant withdrew moneys from the UOB overdraft facility and other bank accounts of the Partnership for his own real estate purchases.
- The appellant claimed he deposited his own moneys back into the Partnership accounts, exceeding the sums he had withdrawn.
- The Judge found that the appellant had treated the partnership moneys as his own piggy bank.
- The appellant’s late mother bequeathed 75 CCK to the respondents in her will.
- The Partnership’s business in the sale and purchase of new motorcycles was then moved to LHMPL.
5. Formal Citations
- Ng Lim Lee (as administratrix and trustee of the estate of Lee Ker Min, deceased) v Lee Gin Hong (as executor and trustee of the estate of Ng Ang Chum, deceased) and another, Civil Appeal No 142 of 2020, [2022] SGCA 47
6. Timeline
| Date | Event |
|---|---|
| Partnership commenced business as a sole proprietorship | |
| Appellant joined the business as a partner | |
| Appellant’s father died | |
| Relevant period for inquiry begins | |
| Appellant incapacitated by a severe stroke | |
| Appellant’s late mother passed away | |
| Relevant period for inquiry ends | |
| Roland became appellant's litigation representative | |
| Respondents resigned from the Partnership | |
| Appellant sued the respondents for half of the liability due and owing under an overdraft facility | |
| Action commenced | |
| Counterclaim filed | |
| Appeal was scheduled to be heard | |
| Judgment reserved | |
| Judgment delivered |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the appellant breached his fiduciary duties by withdrawing partnership funds for personal use without the knowledge and consent of his late mother.
- Category: Substantive
- Sub-Issues:
- Withdrawal of partnership funds for personal use
- Making private profits to the exclusion of a partner
- Solvency of Partnership
- Outcome: The court found that the partnership was solvent as of the date of dissolution.
- Category: Substantive
- Laches
- Outcome: The court rejected the appellant's defence of laches.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
- Account of Profits
9. Cause of Actions
- Breach of Fiduciary Duty
- Accounting
10. Practice Areas
- Commercial Litigation
11. Industries
- Retail
- Automotive
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ong Chai Soon v Ong Chai Koon and others | Court of Appeal | Yes | [2022] SGCA 36 | Singapore | Cited for the principle that a key element of laches is that there must be a substantial lapse of time. |
| Browne v Dunn | N/A | Yes | (1893) 6 R 67 | N/A | Cited for the rule that the appellant is precluded from submitting that his late mother was aware of and had approved the withdrawals because the respondents testified under cross-examination that they did not inform their late mother about the appellant’s withdrawals for his personal use and that their late mother was not aware of those withdrawals, and this evidence was conspicuously not challenged. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Trustees Act (Cap 337, 2005 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Partnership
- Overdraft Facility
- Misapplied Sum
- Private Profits
- Fiduciary Duty
- Solvency
- Constructive Trust
- Inquiry
- Laches
15.2 Keywords
- partnership
- fiduciary duty
- accounting
- overdraft
- assets
- withdrawal
- solvency
16. Subjects
- Partnership
- Fiduciary Duty
- Accounting
17. Areas of Law
- Partnership Law
- Account Law
- Civil Procedure