Baker v SPH Interactive: Minority Oppression & Conspiracy in Tech Co. Dispute

Samuel Cranage Baker and Lee Chuen Yang Jeremy, minority shareholders of StreetSine Technology Group Pte Ltd (SSTG), sued SPH Interactive Pte Ltd (SPHI), Singapore Press Holdings Ltd (SPH), Streetsine Technology Group Pte. Ltd., Jason Lewis Barakat-Brown, and Fong Yin Leong Leslie in the General Division of the High Court of the Republic of Singapore, alleging minority oppression under Section 216 of the Companies Act and unlawful means conspiracy. The plaintiffs claimed that the defendants plotted to remove them from management to devalue their shares. Philip Jeyaretnam J dismissed the plaintiffs' claims and allowed SPHI's counterclaim.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Claim dismissed in its entirety and counterclaim allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Minority shareholders Baker and Lee sued SPH Interactive for minority oppression and conspiracy after disagreements over StreetSine's direction. The court dismissed the claims.

1.7 Decision Date

25 September 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Baker, Samuel Cranage	Plaintiff	Individual	Claim Dismissed	Lost
Lee Chuen Yang Jeremy	Plaintiff	Individual	Claim Dismissed	Lost	Ngo Wei Shing of Providence Law Asia LLC Mohamed Nawaz Kamil of Providence Law Asia LLC
SPH Interactive Pte. Ltd.	Defendant	Corporation	Counterclaim Allowed	Won	Aaron Lee Teck Chye of Allen & Gledhill LLP Xu Jiaxiong Daryl of Allen & Gledhill LLP Chong Xue Er of Allen & Gledhill LLP Cheryl Lim Wei Ying of Allen & Gledhill LLP
Singapore Press Holdings Ltd.	Defendant	Corporation	Judgment for Defendant	Won	Aaron Lee Teck Chye of Allen & Gledhill LLP Xu Jiaxiong Daryl of Allen & Gledhill LLP Chong Xue Er of Allen & Gledhill LLP Cheryl Lim Wei Ying of Allen & Gledhill LLP
Streetsine Technology Group Pte. Ltd.	Defendant	Corporation	Judgment for Defendant	Neutral	Ng Lip Chih of NLC Law Asia LLC Rezvana Fairouse d/o Mazhardeen of NLC Law Asia LLC
Barakat-Brown, Jason Lewis	Defendant	Individual	Judgment for Defendant	Won	Chua Xinying of Allen & Gledhill LLP Tan Kai Liang of Allen & Gledhill LLP Jonathan Kenric Trachsel of Allen & Gledhill LLP Leong Wen Wei, Michael of Allen & Gledhill LLP
Fong Yin Leong Leslie	Defendant	Individual	Judgment for Defendant	Won	Cai Zhenyang Daniel of Drew & Napier LLC Tan Shihao, Sean of Drew & Napier LLC Sim Hong of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Philip Jeyaretnam	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Ngo Wei Shing	Providence Law Asia LLC
Mohamed Nawaz Kamil	Providence Law Asia LLC
Aaron Lee Teck Chye	Allen & Gledhill LLP
Xu Jiaxiong Daryl	Allen & Gledhill LLP
Chong Xue Er	Allen & Gledhill LLP
Cheryl Lim Wei Ying	Allen & Gledhill LLP
Ng Lip Chih	NLC Law Asia LLC
Rezvana Fairouse d/o Mazhardeen	NLC Law Asia LLC
Chua Xinying	Allen & Gledhill LLP
Tan Kai Liang	Allen & Gledhill LLP
Jonathan Kenric Trachsel	Allen & Gledhill LLP
Leong Wen Wei, Michael	Allen & Gledhill LLP
Cai Zhenyang Daniel	Drew & Napier LLC
Tan Shihao, Sean	Drew & Napier LLC
Sim Hong	Drew & Napier LLC

4. Facts

Plaintiffs, Baker and Lee, co-founded StreetSine in November 2007.
SPHI acquired 60% of StreetSine in October 2014; Baker and Lee each retained 20%.
The Shareholders’ Agreement (SHA) outlined management responsibilities and authority.
An Initial Public Offering (IPO) by 2017 was intended but not achieved.
The Put and Call Option Agreement (P&COA) granted SPH the right to purchase the plaintiffs’ shares.
Plaintiffs were removed from their executive roles in December 2018.
SSTG was placed under interim judicial management in June 2020.
SSSPL was sold to 99 Group in December 2020.

5. Formal Citations

Baker, Samuel Cranage and another v SPH Interactive Pte Ltd and others, Suit No 863 of 2019, [2022] SGHC 238

6. Timeline

Date	Event
2007-11-01	StreetSine founded by the plaintiffs.
2012-07-01	SPH reached out to Mr. Lee to explore a potential investment into StreetSine.
2014-10-31	Share Purchase Agreement, Shareholders’ Agreement, Put and Call Option Agreement, and management agreements executed.
2016-04-06	SISV issued a press release regarding computer-generated values.
2016-04-18	SSTG lodged a complaint with the Competition and Consumer Commission of Singapore.
2016-11-10	SSSPL commenced a suit against SISV.
2017-10-16	26 defendants were added to SSSPL’s claim in the SISV Litigation.
2018-01-21	Mr. Baker decided to relocate to the USA and discussed this with Mr. Fong.
2018-06-01	Mr. Barakat-Brown became CEO of StreetSine.
2018-08-17	REA submitted an indicative non-binding proposal to acquire 60% to 100% of SSTG.
2018-08-22	Mr. Baker and Mr. Lee submitted a formal offer to sell their shareholding to SPH.
2018-09-24	SPH communicated their rejection of the offer.
2018-10-22	REA withdrew the Indicative Proposal.
2018-12-17	Written resolutions approving the termination of the plaintiffs’ employments as Executive Director and CTO were approved.
2019-05-23	Letters were issued to the plaintiffs demanding the return of certain sums.
2019-06-21	StreetSine commenced a suit against the plaintiffs for the recovery of these payments.
2019-07-16	The plaintiffs’ solicitors communicated an offer to sell their 40% shareholding to SPH.
2019-07-24	SSTG sent a request to its shareholders for additional cash facilities.
2019-07-29	A&G responded with a counter-offer from SPH to purchase the plaintiffs’ shareholding.
2019-08-30	Commencement of suit.
2019-11-01	SSSPL sought a legal opinion from DSC on the merits of its claim in the SISV Litigation.
2019-12-05	Mediation with the parties to the SISV Litigation. A settlement was reached.
2020-04-28	Mr. Barakat-Brown updated the board that StreetSine would not be able to continue to trade by the end of June.
2020-05-11	SSTG and SSSPL applied to be placed under judicial management.
2020-06-22	The JM Applications were granted.
2020-11-09	The IJMs of SSTG entered into an agreement with 99 Group for the sale of all its shares in SSSPL as well as some of its assets.
2020-12-01	The sale of SSSPL to 99 Group was completed.
2021-06-17	Mr. Baker filed notice that he intended to act in person.
2021-09-23	Applications for further security for costs from Mr Baker dismissed.
2021-11-16	Mr. Baker applied for dispensation of affidavits of evidence-in-chief in respect of twelve witnesses.
2022-03-22	Trial began.
2022-09-26	Judgment reserved.

7. Legal Issues

Minority Oppression
- Outcome: The court found that the plaintiffs were not unfairly treated and dismissed the claim for minority oppression.
- Category: Substantive
- Sub-Issues:
  - Exclusion from management
  - Denial of access to information
  - Settlement of litigation without approval
  - Commencement of frivolous legal proceedings
  - Destruction of company value
  - Change of strategic direction
Unlawful Means Conspiracy
- Outcome: The court dismissed the plaintiffs’ unlawful means conspiracy claim.
- Category: Substantive
- Sub-Issues:
  - Combination of two or more persons
  - Intention to cause damage or injury
  - Unlawful acts
  - Acts performed in furtherance of the agreement
  - Loss suffered as a result of the conspiracy
Breach of Director's Duties
- Outcome: The court did not award damages for breach of director's duties as the plaintiffs confirmed they were not seeking damages against Mr. Fong for these breaches.
- Category: Substantive

8. Remedies Sought

Order that SPHI buy out the plaintiffs' shareholding in SSTG
Damages to be assessed

9. Cause of Actions

Minority Oppression
Unlawful Means Conspiracy
Breach of Contract

10. Practice Areas

Commercial Litigation
Corporate Law

11. Industries

Technology
Real Estate
Digital Media

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Over & Over Ltd v Bonvests Holdings Ltd and another	Court of Appeal	Yes	[2010] 2 SLR 776	Singapore	Cited for the principle that Section 216 of the Companies Act is underpinned by the element of unfairness and that commercial unfairness is the touchstone by which the court determines whether to grant relief under Section 216.
Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal	Court of Appeal	Yes	[2020] 1 SLR 771	Singapore	Cited for the principle that in assessing commercial unfairness, the court should bear in mind that the essence of a claim for relief under Section 216 of the Companies Act lies in upholding the commercial agreement between the shareholders of a company.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters	Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	Cited for the principle that the commercial agreement between shareholders can come from an informal understanding among shareholders, which must be both clear and shared to be a legitimate expectation.
Lim Kok Wah v Lim Boh Yong	High Court	Yes	[2015] 5 SLR 307	Singapore	Cited for the principle that a mere subjective expectation on the part of a minority shareholder is not relevant in determining commercial unfairness.
Re Kong Thai Sawmill (Miri) Sdn Bhd	Federal Court	Yes	[1978] 2 MLJ 227	Malaysia	Cited for the principle that there will be commercial unfairness if there has been a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a shareholder was entitled to expect.
Cheong Kim Hock v Lin Securities (Pte) (in liquidation	High Court	Yes	[1992] 1 SLR(R) 497	Singapore	Cited for the principle that a board must make decisions in good faith in what it considers is in the interests of the company and not for any collateral purpose.
re Smith and Fawcett, Limited	Court of Appeal	Yes	[1942] 1 Ch 304	England and Wales	Cited for the principle that a board must make decisions in good faith in what it considers is in the interests of the company and not for any collateral purpose.
Howard Smith Ltd v Ampol Petroleum Ltd	Privy Council	Yes	[1974] AC 821	United Kingdom	Cited for the principle that there is no appeal on merits from management decisions to courts of law, nor will courts assume to act as a kind of supervisory board over decisions within the powers of management honestly arrived at.
Intraco Ltd v Multi-Pak Singapore Pte Ltd	High Court	Yes	[1994] 3 SLR(R) 1064	Singapore	Cited for the principle that there is no appeal on merits from management decisions to courts of law, nor will courts assume to act as a kind of supervisory board over decisions within the powers of management honestly arrived at.
Sembcorp Marine v PPL Holdings Pte Ltd and another and another appeal	Court of Appeal	Yes	[2013] 4 SLR 193	Singapore	Cited for the principle that for an implied term to be included in a contract, there must be a gap in the contract uncontemplated by parties at the time of contracting.
Senda International Capital Ltd v Kiri Industries and others and another appeal	Court of Appeal	Yes	[2019] 2 SLR 1	Singapore	Cited for the principle that a minority shareholder is entitled to fair treatment, an ambulatory standard bounded by the four limbs of s 216(1).
EFT Holdings, Inc and another v Marinteknik Shipbuiders (S) Pte Ltd and another	Court of Appeal	Yes	[2014] 1 SLR 860	Singapore	Cited for the elements that must be satisfied in a claim for unlawful means conspiracy.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
Evidence Act 1893	Singapore
Accounting records and systems of control199	Singapore

15. Key Terms and Keywords

15.1 Key Terms

StreetSine
SPHI
SHA
P&COA
Minority Oppression
Unlawful Means Conspiracy
Judicial Management
Initial Public Offering
SISV Litigation
Management Agreements
Strategic Plan
Operating Budget
Reserved Matters

15.2 Keywords

minority oppression
conspiracy
shareholders agreement
directors duties
technology company
Singapore
SPH
StreetSine
judicial management

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	90
Company Law	75
Conspiracy by Unlawful Means	70
Director's Duties	60
Fiduciary Duties	40

16. Subjects

Company Law
Minority Shareholder Rights
Corporate Governance
Conspiracy
Director's Duties