Tan Huah Sun v Tan Huah Tai: Partnership Dissolution and Appointment of Receiver Dispute
In Tan Huah Sun v Tan Huah Tai and Lim Seo Lay, the General Division of the High Court of Singapore heard a case regarding the dissolution of a partnership. Tan Huah Sun sought a declaration that the partnership with his brother, Tan Huah Tai, and Lim Seo Lay, had been dissolved and sought accounts and payment of certain sums. The defendants applied for the appointment of a liquidator or receiver and a stay of proceedings. The court dismissed the defendant's application, finding no sufficient reason for the appointment of a receiver and deeming the application an abuse of process. The court ordered the defendants to pay costs to the plaintiff. The judgment was delivered by Chua Lee Ming J on 11 February 2022.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Partnership dissolution dispute where Tan Huah Sun sought orders against Tan Huah Tai and Lim Seo Lay. Court dismissed application for receiver, ordering defendants to pay costs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Huah Sun | Plaintiff | Individual | Application dismissed | Won | Chong Chee Keong Chris, Low Wai Cheong |
| Tan Huah Tai | Defendant | Individual | Application dismissed | Lost | Au Thye Chuen, Carolyn Tan Beng Hui, Karuppiah Chandra Sekaran, Kuoh Hao Teng |
| Lim Seo Lay | Defendant | Individual | Application dismissed | Lost | Au Thye Chuen, Carolyn Tan Beng Hui, Karuppiah Chandra Sekaran, Kuoh Hao Teng |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chong Chee Keong Chris | Chris Chong & C T Ho LLP |
| Low Wai Cheong | Chris Chong & C T Ho LLP |
| Au Thye Chuen | Tan & Au LLP |
| Carolyn Tan Beng Hui | Tan & Au LLP |
| Karuppiah Chandra Sekaran | Tan & Au LLP |
| Kuoh Hao Teng | Tan & Au LLP |
4. Facts
- Tan Huah Sun, Tan Huah Tai, and Lim Seo Lay were partners in a partnership trading as Singapore Engraving and Offset Plate Making Company.
- Tan Huah Sun gave notice of his intention to dissolve the Partnership with effect from 31 July 2020.
- The defendants initially disputed the plaintiff's right to dissolve the partnership by notice.
- The parties subsequently agreed to Consent Orders that the Partnership was dissolved with effect from 31 July 2020.
- The second defendant was made responsible for winding up the business of the Partnership and rendering an account of the financial affairs.
- The defendants applied for the appointment of a liquidator and a stay of proceedings.
- The plaintiff claimed for his share of excess partners’ salaries drawn by the second defendant and for the use of his share of partners’ salaries paid to his mother.
5. Formal Citations
- Tan Huah Sun v Tan Huah Tai and another, Suit No 769 of 2020, [2022] SGHC 29
6. Timeline
| Date | Event |
|---|---|
| Partnership commenced | |
| Plaintiff gave notice of intention to dissolve Partnership | |
| Intended effective date of dissolution | |
| Plaintiff commenced action | |
| Consent Orders entered | |
| Plaintiff filed Summons No 4913 of 2020 seeking summary judgment | |
| Defendants filed Summons No 5435 of 2021 | |
| SUM 5435 heard | |
| Judgment issued |
7. Legal Issues
- Appointment of Receiver
- Outcome: The court dismissed the application for the appointment of a receiver, finding insufficient reason to appoint an independent third party to take over the affairs and assets of the partnership.
- Category: Procedural
- Sub-Issues:
- Delaying the winding-up of the partnership
- Lack of cooperation between partners
- Related Cases:
- [1995] 3 SLR(R) 369
- [1977-1978] SLR(R) 194
- [2016] 1 SLR 21
- Dissolution of Partnership
- Outcome: The court confirmed that the partnership was dissolved with effect from 31 July 2020, as per the consent order.
- Category: Substantive
- Winding Up of Partnership
- Outcome: The court found that winding up proceedings under the Insolvency, Restructuring and Dissolution Act 2018 were unnecessary on the facts of the case.
- Category: Procedural
8. Remedies Sought
- Declaration that the Partnership has been dissolved
- Account of the financial affairs of the Partnership
- Payment of the plaintiff’s share of excess partners’ salaries
- Appointment of liquidator
- Stay of proceedings
9. Cause of Actions
- Dissolution of Partnership
- Breach of Duty as a Partner
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Kishinchand Bhojwani and another v Sunil Bhojwani and another | High Court | Yes | [1995] 3 SLR(R) 369 | Singapore | Cited for the principle regarding the readiness of the court to appoint a receiver in partnership cases after dissolution. |
| Hwang Ju-in v Huang Han Chao | Court of Appeal | Yes | [1977-1978] SLR(R) 194 | Singapore | Cited for the principle that a receiver may be appointed where there is no co-operation between the parties, to take over the affairs of the partnership, collect debts, and prepare final accounts. |
| Kao Chai-Chau Linda v Fong Wai Lyn Carolyn and others | High Court | Yes | [2016] 1 SLR 21 | Singapore | Cited for the principle that the central purpose of receivership is the interim preservation of disputed property pending its final resolution in the main action. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 332, R 5, 2014 Rev Ed) O 30 r 1 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Partnership Act (Cap 391, 1994 Rev Ed) | Singapore |
| Partnership Act (Cap 391, 1994 Rev Ed) | Singapore |
| Civil Law Act 1909 | Singapore |
| Supreme Court of Judicature Act 1969 | Singapore |
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Partnership
- Dissolution
- Receiver
- Liquidator
- Winding up
- Consent Orders
- Partners' salaries
- Partnership accounts
15.2 Keywords
- Partnership dissolution
- Appointment of receiver
- Winding up
- Partnership accounts
16. Subjects
- Partnership
- Dissolution
- Receivership
- Civil Procedure
17. Areas of Law
- Partnership Law
- Civil Procedure
- Insolvency Law