Ang Xing Yao Lionel v Lew Mun Hung Joseph: Minority Shareholder Oppression in Quasi-Partnership Dispute

Ang Xing Yao Lionel and Blackswan Technologies Pte Ltd sued Lew Mun Hung Joseph, Xie Linying, and Red Dot Robotics Pte Ltd in the General Division of the High Court of Singapore, alleging minority shareholder oppression. Philip Jeyaretnam J dismissed the plaintiffs' claims, finding no evidence of a common understanding constituting a quasi-partnership or commercial unfairness under Section 216 of the Companies Act. The court also noted Ang's failure to take responsibility for overstating his abilities and connections.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Plaintiffs' claims dismissed entirely.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Minority shareholder Ang Xing Yao Lionel sued Lew Mun Hung Joseph for oppression. The court dismissed the claim, finding no commercial unfairness or quasi-partnership.

1.7 Decision Date

1 November 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ang Xing Yao Lionel	Plaintiff	Individual	Claim Dismissed	Lost	Afzal Ali, Lim Yong Sheng
Blackswan Technologies Pte Ltd	Plaintiff	Corporation	Claim Dismissed	Lost	Afzal Ali, Lim Yong Sheng
Lew Mun Hung Joseph	Defendant	Individual	Judgment for Defendant	Won	P Padman, Lim Yun Heng
Xie Linying	Defendant	Individual	Judgment for Defendant	Won	P Padman, Lim Yun Heng
Red Dot Robotics Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	P Padman, Lim Yun Heng

3. Judges

Judge Name	Title	Delivered Judgment
Philip Jeyaretnam	Judge	Yes

4. Counsels

Counsel Name	Organization
Afzal Ali	Allen & Gledhill LLP
Lim Yong Sheng	Allen & Gledhill LLP
P Padman	KSCGP Juris LLP
Lim Yun Heng	KSCGP Juris LLP

4. Facts

Ang and Lew became acquainted in May 2017 and discussed a potential collaboration between Blackswan and RDR.
Ang was appointed a director of RDR on 12 February 2018.
Blackswan transferred $250,000 to RDR on 3 May 2018 in exchange for a 10% interest in RDR.
Lew removed Ang as a director of RDR at an EGM held on 8 November 2019.
Lew resigned as a director of RDR on 13 February 2020.
Ang and Lew agreed on 24 February 2020 that Lew would purchase the plaintiffs' shares in RDR for $300,000, but Ang later decided not to proceed with the sale.
Lew made a final offer to purchase the plaintiffs' shares in RDR for $30,000 on 30 May 2020, which Ang did not accept.

5. Formal Citations

Ang Xing Yao Lionel and another v Lew Mun Hung Joseph and others, Suit No 439 of 2021, [2022] SGHC 277

6. Timeline

Date	Event
2015-11-04	Red Dot Robotics Pte Ltd incorporated.
2017-03-01	Blackswan Technologies Pte Ltd incorporated.
2017-05-01	Ang and Lew became acquainted.
2017-05-18	Ang and Lew met in person.
2017-07-01	Ang and Lew discussed potential collaboration between Blackswan and RDR.
2018-02-12	RDR paid off redeemable convertible loans.
2018-02-12	Ang appointed a director of RDR.
2018-02-25	Share transfer to Ang registered with ACRA.
2018-04-02	Yu met Lew at RDR's office.
2018-04-03	Yu agreed to invest in RDR.
2018-05-03	Blackswan transferred $250,000 to RDR.
2018-12-01	RDR engaged in discussions with Delta Airlines.
2018-10-31	Number of ordinary shares in RDR increased.
2019-02-15	Yan transferred his shares in RDR to Lew.
2019-05-01	Delta and RDR signed a master joint development agreement.
2019-09-04	Lew instructed Agere to transfer shares to Xie.
2019-09-06	RDR's board approved share transfer and appointed Xie a director.
2019-09-20	Changes registered with ACRA.
2019-10-02	EY Meeting took place.
2019-10-02	Lew informed Ang he wanted the plaintiffs out of RDR.
2019-10-31	Parties discussed plaintiffs' exit from RDR.
2019-10-31	Lew informed Ang he was terminating Ang's services.
2019-11-08	Ang formally removed as a director of RDR at EGM.
2020-02-13	Lew resigned as a director of RDR.
2020-02-19	EGM held.
2020-02-24	Lau appointed, and Xie resigned as a director of RDR.
2020-02-24	Ang and Lew agreed Lew would purchase plaintiffs' shares for $300,000.
2020-02-25	Chew sent a draft sale and purchase agreement to Ang.
2020-02-28	Lew incorporated Aviation AI Lab Pte Ltd.
2020-03-03	Ang decided not to proceed with the sale of his shares.
2020-03-25	Delta indefinitely suspended the Delta Project.
2020-04-29	RDR held its Annual General Meeting.
2020-05-30	Lew made a final offer to purchase the plaintiffs' shares for $30,000.
2022-11-02	Judgment reserved.

7. Legal Issues

Minority Shareholder Oppression
- Outcome: The court found no evidence of oppression.
- Category: Substantive
- Sub-Issues:
  - Exclusion from management
  - Breach of common understanding
  - Improper director appointments
  - Failure to disclose information
  - Excessive remuneration
Existence of a Quasi-Partnership
- Outcome: The court found that RDR was not a quasi-partnership.
- Category: Substantive
- Sub-Issues:
  - Mutual trust and confidence
  - Common understanding
  - Equal management rights
Commercial Unfairness
- Outcome: The court found no commercial unfairness.
- Category: Substantive
- Sub-Issues:
  - Departure from fair dealing
  - Violation of conditions of fair play

8. Remedies Sought

Order for Lew to buy the plaintiffs' shares in RDR

9. Cause of Actions

Oppression of Minority Shareholders

10. Practice Areas

Commercial Litigation
Corporate Law
Shareholder Disputes

11. Industries

Robotics
Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Over & Over Ltd v Bonvests Holdings Ltd and another	Singapore Court of Appeal	Yes	[2010] 2 SLR 776	Singapore	Cited for the principle that commercial unfairness is the touchstone for granting relief under s 216 of the Companies Act.
Ascend Field Pte Ltd and others v Tee Wee Sien and another appeal	Singapore Court of Appeal	Yes	[2020] 1 SLR 771	Singapore	Cited for the principle that the essence of a claim for relief under s 216 of the Companies Act lies in upholding the commercial agreement between shareholders.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters	Singapore Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	Cited for the principle that a commercial agreement between shareholders can come from an informal understanding among shareholders.
Lim Kok Wah and others v Lim Boh Yong and others and other matters	Singapore High Court	Yes	[2015] 5 SLR 307	Singapore	Cited for the principle that an informal understanding must be both clear and shared to be a legitimate expectation; a mere subjective expectation on the part of a minority shareholder is not relevant.
Re Kong Thai Sawmill (Miri) Sdn Bhd	Federal Court of Malaysia	Yes	[1978] 2 MLJ 227	Malaysia	Cited for the principle that commercial unfairness exists when there is 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.
Lim Swee Khiang and another v Borden Co (Pte) Ltd and others	Singapore Court of Appeal	Yes	[2006] 4 SLR(R) 745	Singapore	Cited for the principle that a company must have the characteristics of a quasi-partnership and its shareholders must have agreed to associate on the basis of mutual trust and confidence for the courts to insist upon a high standard of corporate governance.
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 others	Singapore Court of Appeal	Yes	[2018] 4 SLR 331	Singapore	Cited for the principle that it is conduct potentially founding relief under s 216 of the CA for a majority to strip a company of assets in favour of another business in which the majority but not the minority has an interest.
O’Neill v Phillips	House of Lords	Yes	[1999] 1 WLR 1092	United Kingdom	Cited for the guidelines to assess whether an offer was reasonable, and if so whether its rejection makes the prosecution of proceedings under s 216 of the CA an abuse of process.
Kroll, Daniel v Cyberdyne Tech Exchange Pte Ltd and others	Singapore High Court	Yes	[2022] SGHC 231	Singapore	Cited as a recent discussion by Chionh J on the O’Neill guidelines in the context of a striking out application.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act 1967	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Minority shareholder oppression
Quasi-partnership
Commercial unfairness
Common understanding
Director removal
Buy-out offer
Delta Project
Companies Act
Shareholder agreement

15.2 Keywords

minority shareholder
oppression
quasi-partnership
companies act
singapore
corporate law

16. Subjects

Corporate Law
Shareholder Rights
Commercial Disputes

17. Areas of Law

Company Law
Minority Shareholder Rights
Oppression
Quasi-Partnership