Viking Engineering v Feen: Minority Oppression & Breach of Contract in Joint Venture

In Viking Engineering Pte Ltd v Bjornar Feen and others, the General Division of the High Court of Singapore addressed a claim by Viking Engineering, a minority shareholder in Viking Inert Gas Pte Ltd (VIG), against Mr. Feen, the majority shareholder, for minority oppression. Viking Engineering alleged that Mr. Feen breached a share purchase agreement and his fiduciary duties by diverting business opportunities from VIG to other companies he controlled. The court granted summary judgment in favor of Viking Engineering, issuing an injunction against Mr. Feen's use of the 'Viking' name and ordering him to purchase Viking Engineering's shares in VIG at a fair value, accounting for the diverted business.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Summary judgment granted in favor of Viking Engineering. Injunction granted and Mr. Feen ordered to purchase Viking Engineering's shares.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court grants injunction and orders buyout due to minority oppression and breach of contract by Feen, who diverted business from joint venture.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Viking Engineering Pte LtdPlaintiff, DefendantCorporationJudgment for PlaintiffWon
Bjornar Feen also known as Bjoernar FeenDefendant, PlaintiffIndividualInjunction GrantedLost
Feen Marine Pte LtdDefendantCorporationInjunction GrantedLost
Viking Inert Gas Pte LtdDefendantCorporationNeutralNeutral
Scanjet Feen IGS Pte LtdDefendantCorporationInjunction GrantedLost
Feen Marine Scrubbers Pte LtdDefendantCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Valerie TheanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Mahesh Rai s/o Vedprakash RaiDrew & Napier LLC
Yong Wei Jun JonathanDrew & Napier LLC
Jeremy Yeap Wei MingDrew & Napier LLC
Byron Nicholas XavierXavier & Associates LLC
Kelvin TanVicki Heng Law Corporation
Sara NgVicki Heng Law Corporation

4. Facts

  1. Viking Engineering and Mr. Feen were joint venture partners in VIG.
  2. Mr. Feen was the majority shareholder and sole director of VIG.
  3. A Share Purchase Agreement (SPA) was signed between Viking Engineering and Mr. Feen.
  4. Mr. Feen failed to change VIG’s name as agreed under the SPA.
  5. Mr. Feen incorporated a new company named Feen Marine.
  6. Mr. Feen transferred his shareholding in VIG to Feen Marine without giving Viking Engineering the option to buy his shares.
  7. Business opportunities of VIG were diverted to Feen Marine, Scanjet Feen, and Feen Marine Scrubbers.

5. Formal Citations

  1. Viking Engineering Pte Ltd v Feen, Bjornar and others, Suit No 294 of 2017 (Summons No 4101 of 2017), [2022] SGHC 144
  2. Viking Engineering Pte Ltd v Feen, Bjornar and others, , [2019] SGHC 158
  3. Viking Engineering Pte Ltd v Feen, Bjornar and others and another matter, , [2020] SGHC 78
  4. Feen, Bjornar and others v Viking Engineering Pte Ltd and another appeal and another matter, , [2021] 1 SLR 497

6. Timeline

DateEvent
Viking Engineering and Mr. Feen agreed to set up VIG.
Share Purchase Agreement signed between Viking Engineering and Mr. Feen.
VIG signed a contract with Dragon Marine.
Viking Engineering employee discovered VIG representative told Prime Gas Management VIG's name changed to Feen Marine.
Annual General Meeting of VIG held.
Dragon Marine informed Viking Engineering about inert gas company called Viking.
Feen Marine Scrubbers incorporated by Mr. Feen.
Viking Engineering commenced Suit No 294 of 2017.
Leave given to Viking Engineering to amend its summons.
Injunction granted to restrain Mr. Feen from using the name 'Viking'; Mr. Feen ordered to purchase Viking Engineering’s shareholding in VIG.
Court held that no discount should be applied for Viking Engineering's minority shareholding.
Claims and counterclaim settled by parties.
VIG's name changed to Stokke Engineering Pte Ltd.
Grounds of decision issued.

7. Legal Issues

  1. Minority Oppression
    • Outcome: The court found that Mr. Feen's conduct amounted to egregious commercial unfairness and oppression of minority interest, undermining the basis of the joint effort.
    • Category: Substantive
    • Sub-Issues:
      • Diversion of business opportunities
      • Breach of fiduciary duty
      • Withholding of information
  2. Breach of Contract
    • Outcome: The court found that Mr. Feen breached Clause 5.1 of the SPA, which was intended to protect the use of 'Viking', a component of Viking Engineering’s name.
    • Category: Substantive
    • Sub-Issues:
      • Failure to change company name
      • Misuse of company name
      • Breach of non-use obligation
  3. Breach of Director's Duties
    • Outcome: The court found that Mr. Feen breached his fiduciary duties by placing himself in a position of conflict and diverting commercial opportunities from VIG to the Feen Companies.
    • Category: Substantive
    • Sub-Issues:
      • Conflict of interest
      • Diversion of corporate opportunities

8. Remedies Sought

  1. Injunction
  2. Buy-out of Shares
  3. Damages

9. Cause of Actions

  • Minority Oppression
  • Breach of Contract
  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation
  • Shareholder Disputes

11. Industries

  • Marine Engineering
  • Shipping

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
M2B World Asia Pacific Pte Ltd v Matsumura AkihikoHigh CourtYes[2015] 1 SLR 325SingaporeCited for the principle that the defendant must establish a fair or reasonable probability that he has a real or bona fide defence in a summary judgment application.
RGA Holdings International Inc v Loh Choon Phing Robin and anotherCourt of AppealYes[2017] 2 SLR 997SingaporeCited for the principles governing the grant of prohibitory injunctions to restrain the breach of a negative stipulation in a contract.
Over & Over Ltd v Bonvests Holdings Ltd and anotherHigh CourtYes[2010] 2 SLR 776SingaporeCited for the principle that 'commercial unfairness' is the touchstone of the inquiry in an action for minority oppression.
Leong Chee Kin (on behalf of himself and as a minority shareholder of Ideal Design Studio Pte Ltd) v Ideal Design Studio Pte Ltd and othersHigh CourtYes[2018] 4 SLR 331SingaporeCited for the principle that the unfairness of a party’s conduct is to be objectively ascertained against the context of the parties’ commercial relationship.
Ting Shwu Ping (administrator of the estate of Chng Koon Seng, deceased) v Scanone Pte Ltd and another appealCourt of AppealYes[2017] 1 SLR 95SingaporeCited for the interpretation of a clause substantially in pari materia to Article 28 of VIG's articles of association, stating that remaining members have a right of pre-emption if an existing shareholder wishes to transfer his shares.
Regal (Hastings) Ltd v GulliverHouse of LordsYes[1942] 1 All ER 378England and WalesCited for the principle that a director must not place himself in a position of conflict and must not take advantage of business opportunities without proper disclosure.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appealsCourt of AppealYes[2013] 1 SLR 374SingaporeCited for the application of the principle in Regal (Hastings) Ltd v Gulliver regarding a director's duty not to place himself in a position of conflict.
Nordic International Ltd v Morten InnhaugHigh CourtYes[2017] 3 SLR 957SingaporeCited for the principle that a company's inability to take up a corporate opportunity does not absolve the director from a breach of his duty not to place himself in a position of conflict.
Kumagai Gumi Co Ltd v Zenecon Pte LtdCourt of AppealYes[1995] 2 SLR(R) 304SingaporeCited for the principle that section 216 of the Companies Act is wide enough to cover an order to make good loss suffered by the company.

13. Applicable Rules

Rule Name
Order 14 rule 3(2) of the Rules of Court (2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Minority oppression
  • Share purchase agreement
  • Inert gas system
  • Name-change obligation
  • Non-use obligation
  • Diversion of business
  • Fiduciary duty
  • Commercial unfairness
  • Joint venture
  • Pre-emption rights

15.2 Keywords

  • minority oppression
  • breach of contract
  • injunction
  • shareholder
  • joint venture
  • Viking Engineering
  • Feen
  • Singapore
  • commercial dispute

17. Areas of Law

Area NameRelevance Score
Minority Oppression95
Company Law75
Fiduciary Duties70
Commercial Disputes60
Injunctions60
Contract Law50
Business Litigation50
Civil Procedure40

16. Subjects

  • Company Law
  • Contract Law
  • Shareholder Rights
  • Commercial Disputes