Chan Tam Hoi v. Wang Jian: Oral Contract Dispute Over NSC Capital Shares
In Chan Tam Hoi (alias Paul Chan) v Wang Jian, the High Court of Singapore heard an appeal regarding a District Court's decision awarding Wang Jian $467,165 based on an alleged oral agreement with Chan Tam Hoi for the sale of shares in NSC Capital Pte Ltd. The court, led by Goh Yihan JC, allowed the appeal, finding that Wang Jian failed to prove the existence of a valid oral agreement, specifically regarding the certainty of the sale price. The court determined that there was no consensus on the price of the shares in November 2018.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal over an oral agreement for the sale of shares. The court found no agreement on price, overturning the lower court's decision.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chan Tam Hoi (alias Paul Chan) | Appellant | Individual | Appeal Allowed | Won | |
| Wang Jian | Respondent | Individual | Claim Dismissed | Lost | |
| NSC Capital Pte Ltd | Defendant | Corporation | Claim Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Wang Jian purchased 360,000 shares in NSC Executive Centre in 2012.
- NSC Executive Centre was renamed NSC Capital Pte Ltd in 2018.
- Wang Jian transferred her shares in NSC Capital to Chan Tam Hoi in November 2018 for $1.
- A letter dated January 30, 2019, stated NSC Capital would buy back the shares for $467,165.
- Chan Tam Hoi executed the letter on behalf of NSC Capital.
- Wang Bin, Wang Jian's father, demanded payment of $467,165 from Chan Tam Hoi.
- Chan Tam Hoi did not pay the sum, leading to legal proceedings.
5. Formal Citations
- Chan Tam Hoi (alias Paul Chan) v Wang Jian and other matters, District Court Appeal No 49 of 2021, [2022] SGHC 192
6. Timeline
| Date | Event |
|---|---|
| Wang Jian purchased 360,000 shares in NSC Executive Centre Pte Ltd. | |
| Wang Jian was appointed a director of NSC Executive Centre Pte Ltd. | |
| NSC Executive Centre was renamed NSC Capital Pte Ltd. | |
| Alleged oral agreement was entered into at or around November 2018. | |
| Wang Jian transferred shares in NSC Capital to Chan Tam Hoi. | |
| Wang Jian resigned as director of NSC Capital Pte Ltd. | |
| Chan Tam Hoi became the sole director of NSC Capital. | |
| Chan Tam Hoi executed a letter stating NSC Capital would buy back shares. | |
| Chan Tam Hoi signed a revised letter regarding the buyback of shares. | |
| Wang Bin demanded payment from Chan Tam Hoi. | |
| Letter of demand issued to Chan Tam Hoi and NSC Capital. | |
| Chan Tam Hoi and NSC Capital denied liability. | |
| Writ issued against Chan Tam Hoi and NSC Capital. | |
| Hearing before Goh Yihan JC. | |
| Judgment reserved. |
7. Legal Issues
- Formation of Oral Agreement
- Outcome: The court found that there was no valid oral agreement due to a lack of consensus on the price of the shares.
- Category: Substantive
- Sub-Issues:
- Offer and acceptance
- Certainty of terms
- Admissibility of Further Evidence
- Outcome: The court dismissed the appellant's applications to adduce further evidence.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Wang Jian v NSC Capital Pte Ltd & Anor | District Court | Yes | [2021] SGDC 282 | Singapore | The judgment being appealed against in the current case. |
| Sim Kwai Meng v Pang Moh Yin Patricia and another | High Court | Yes | [2022] SGHC(A) 1 | Singapore | Cited for the principle that the court need not consider aspects of a case where no cross-appeal was filed. |
| Ladd v Marshall | English Court | Yes | [1954] 1 WLR 1489 | England | Cited for the threefold requirements for admitting further evidence on appeal. |
| Toh Eng Lan v Foong Fook Yue and another appeal | Court of Appeal | Yes | [1998] 3 SLR(R) 833 | Singapore | Cited as an example of a case that applied the threefold requirements in Ladd v Marshall. |
| ARW v Comptroller of Income Tax | Court of Appeal | Yes | [2019] 1 SLR 499 | Singapore | Cited as an example of a case that applied the threefold requirements in Ladd v Marshall. |
| Anan Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co) | Court of Appeal | Yes | [2019] 2 SLR 341 | Singapore | Cited as an example of a case that applied the threefold requirements in Ladd v Marshall. |
| JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others | Court of Appeal | Yes | [2018] 2 SLR 159 | Singapore | Cited for the principle that the court must guard against attempts by a disappointed party to rely on evidence which he could have put before the court below but did not. |
| Britestone Pte Ltd v Smith & Associates Far East, Ltd | High Court | Yes | [2007] 4 SLR(R) 855 | Singapore | Cited for the definitions of legal and evidential burden of proof. |
| Lee Kim Song v Chan Chee Kien and another | High Court | Yes | [2021] SGHC 6 | Singapore | Cited for the principle that the placement of the legal burden of proof generally depends upon how parties have pleaded their case. |
| Tan Swee Wan and another v Johnny Lian Tian Yong | High Court | Yes | [2018] SGHC 169 | Singapore | Cited for the principle that the respondent cannot make out her case indirectly merely by eliminating the other possible scenarios. |
| Day, Ashley Francis v Yeo Chin Huat Anthony and others | High Court | Yes | [2020] 5 SLR 514 | Singapore | Cited for the principle that there must be a definite point of formation for every contract. |
| Independent State of Papua New Guinea v PNG Sustainable Development Program Ltd | High Court | Yes | [2019] SGHC 68 | Singapore | Cited for the principle that there must be a definite point of formation for every contract. |
| Lin Ah Moy v Lee Cheng Hor | unknown | Yes | [1970] 2 MLJ 99 | Malaysia | Cited for the principle that despite the admission in the share transfer document that consideration has been received, it is still open to the seller to prove that it has not actually been paid by the buyer. |
| Kho Tian Boo v Tengku Ibrahim Petra bin Tengku Indra Petra | unknown | Yes | [2013] 10 MLJ 584 | Malaysia | Cited for the principle that despite the admission in the share transfer document that consideration has been received, it is still open to the seller to prove that it has not actually been paid by the buyer. |
| OCBC Capital Investment Asia Ltd v Wong Hua Choon | Court of Appeal | Yes | [2012] 4 SLR 1206 | Singapore | Cited for the importance of looking to the relevant documentary evidence first as they would be more reliable than a witness’ oral testimony. |
| ARS v ART | High Court | Yes | [2015] SGHC 78 | Singapore | Cited for the framework for ascertaining the existence of an oral agreement. |
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | Court of Appeal | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited for the principle that where there is little or no documentary evidence, the court will attempt its level best by examining closely the precise factual matrix. |
| Naughty G Pte Ltd v Fortune Marketing Pte Ltd | High Court | Yes | [2018] 5 SLR 1208 | Singapore | Cited for the principle that the general guidelines set out in ARS v ART in ascertaining the existence of an oral agreement are equally applicable to ascertaining the terms of such an agreement. |
| Foley v Classique Coaches Ltd | English Court of Appeal | Yes | [1934] 2 KB 1 | England | Cited for the principle that unless all the material terms of the contract are agreed there is no binding agreement. |
| Hillas & Co Ltd v Arcos Ltd | House of Lords | Yes | (1932) 147 LT 503 | England | Cited for the principle that the law is generally anxious to uphold the contract concerned whenever possible. |
| Likpin International Ltd v Swiber Holdings Ltd and another | High Court | Yes | [2015] 5 SLR 962 | Singapore | Cited for the principle that an alleged oral charterparty, which provided that the rate of hire was “approximately US$130,000” per day, was unenforceable as the use of an approximate rate was simply too uncertain and inconsistent with the existence of a concluded contract. |
| Gardner Smith (SE Asia) Pte Ltd v Jee Woo Trading Pte Ltd | High Court | Yes | [1998] 1 SLR(R) 950 | Singapore | Cited for the principle that the court is entitled to find that no contract had been concluded even though neither party had pleaded that there was a failure to agree an essential term. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 O 19 r 1(a) |
| Rules of Court 2021 O 19 r 7(7) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) s 76(1A)(a)(i) | Singapore |
| Evidence Act 1893 (2020 Rev Ed) ss 103 and 105 | Singapore |
| Evidence Act 1893 s 116 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Oral agreement
- Share transfer
- Consideration
- Consensus ad idem
- Certainty of terms
- Burden of proof
- Pleadings
15.2 Keywords
- oral contract
- share transfer
- contract law
- singapore
- high court
- appeal
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Oral contract | 70 |
| Evidence | 60 |
| Certainty of terms | 60 |
| Civil Procedure | 50 |
16. Subjects
- Contract Law
- Share Transfer
- Civil Litigation