Leong Quee Ching Karen v Lim Soon Huat: Without Prejudice Privilege & Minority Oppression

In Leong Quee Ching Karen v Lim Soon Huat, the Singapore High Court addressed the issue of without prejudice privilege in an originating claim (OC 158/2022) concerning alleged minority oppression within Seng Lee Holdings Pte Ltd. The claimant, Leong Quee Ching Karen, a minority shareholder, sought to strike out certain emails exhibited in affidavits filed by the defendants, Lim Soon Huat, Lim Soon Heng, Lim Kim Chong Investments Pte Ltd, Sin Soon Lee Realty Company (Private) Limited, Lim Yong Yeow, Thomas and Seng Lee Holdings Pte Ltd, arguing they were protected by without prejudice privilege. The court allowed the claimant's application in part, ordering the expungement of the emails, except for one, from the affidavits.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Claimant's application allowed in part; emails ordered to be expunged from affidavits, except for one email.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on without prejudice privilege in a minority oppression suit. Court allowed striking out of emails, except one, finding privilege.

1.7 Decision Date

22 August 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Leong Quee Ching Karen	Claimant	Individual	Application allowed in part	Partial	Ng Ka Luon Eddee, Tnee Zixian Keith, Lee Pei Hua Rachel, Natalie Ng Hai Qi
Lim Soon Huat	Defendant	Individual	Application dismissed in part	Partial	Sarbjit Singh Chopra, Roshan Singh Chopra, Sakthi Vel s/o Raman
Lim Soon Heng	Defendant	Individual	Application dismissed in part	Partial	Tan Teng Muan, Loh Li Qin
Lim Kim Chong Investments Pte Ltd	Defendant	Corporation	Neutral	Neutral	Sarbjit Singh Chopra, Roshan Singh Chopra, Sakthi Vel s/o Raman
Sin Soon Lee Realty Company (Private) Limited	Defendant	Corporation	Neutral	Neutral	Eugene Jedidiah Low Yeow Chin
Lim Yong Yeow, Thomas	Defendant	Individual	Neutral	Neutral	Sarbjit Singh Chopra, Roshan Singh Chopra, Sakthi Vel s/o Raman
Seng Lee Holdings Pte Ltd	Defendant	Corporation	Neutral	Neutral

3. Judges

Judge Name	Title	Delivered Judgment
Goh Yihan	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Ng Ka Luon Eddee	Tan Kok Quan Partnership
Tnee Zixian Keith	Tan Kok Quan Partnership
Lee Pei Hua Rachel	Tan Kok Quan Partnership
Natalie Ng Hai Qi	Tan Kok Quan Partnership
Sarbjit Singh Chopra	Selvam LLC
Roshan Singh Chopra	Selvam LLC
Sakthi Vel s/o Raman	Selvam LLC
Tan Teng Muan	UniLegal LLC
Loh Li Qin	UniLegal LLC
Eugene Jedidiah Low Yeow Chin	Ark Law Corporation

4. Facts

The claimant is a minority shareholder of Seng Lee Holdings Pte Ltd.
The claimant commenced OC 158/2022 against the majority shareholders for alleged minority oppression.
The claimant applied for an interlocutory injunction to restrain the transfer of certain properties.
The majority shareholders filed affidavits introducing email correspondence.
The claimant alleges the email correspondence is protected by without prejudice privilege.
The late Dato Lim Kim Chong set up SLH to hold assets for certain family members.
The Original Deed has been amended twice.
Group A beneficiaries were obliged to procure SSLRC to make a gift or transfer two properties to SLH and/or its nominees.
Group A beneficiaries were obliged to procure SSLRC to pay a sum of $9m to SLH and/or its nominees.

5. Formal Citations

Leong Quee Ching Karen v Lim Soon Huat and others, Originating Claim No 158 of 2022 (Summons No 3376 of 2022), [2023] SGHC 234

6. Timeline

Date	Event
2013-07-25	Deed of Family Arrangement signed
2015-02-28	Amending and Restating Deed of Family Arrangement signed
2016-09-15	Dato Lim gave stake in LKCI to Soon Huat
2017-08-23	Dato Lim gave stake in SLH to Soon Huat
2019-01-11	Third deed signed regarding shares in an asset in Australia
2020-07-01	Dato Lim proposed a meeting between Group A and Group B beneficiaries
2020-08-07	Meeting between Group A and Group B beneficiaries held
2022-07-27	Originating Claim filed
2022-08-22	Affidavits filed by Soon Heng and Soon Huat
2023-06-20	Judgment reserved
2023-08-23	Judgment issued

7. Legal Issues

Without Prejudice Privilege
- Outcome: The court held that most of the emails were protected by without prejudice privilege and should be expunged from the affidavits, except for one email.
- Category: Substantive
- Sub-Issues:
  - Application of without prejudice privilege to email correspondence
  - Exceptions to without prejudice privilege
  - Waiver of without prejudice privilege
Waiver of Privilege
- Outcome: The court held that the claimant did not waive without prejudice privilege over the emails.
- Category: Substantive
- Sub-Issues:
  - Implied waiver of privilege
  - Unilateral waiver of privilege
  - Cherry picking of privileged documents
Muller Exception
- Outcome: The court held that the Muller exception does not apply in Singapore.
- Category: Substantive
- Sub-Issues:
  - Application of Muller exception in Singapore
  - Compatibility of Muller exception with public policy rationale
  - Compatibility of Muller exception with contract rationale
Doctrine of Approbation and Reprobation
- Outcome: The court held that the doctrine of approbation and reprobation does not apply in this case.
- Category: Substantive
- Sub-Issues:
  - Acceptance of benefit and renunciation of rights
  - Inconsistent positions asserted against different parties
  - Failure to make material disclosure

8. Remedies Sought

Striking out of emails from affidavits
Injunction to restrain transfer of properties

9. Cause of Actions

Minority Oppression

10. Practice Areas

Litigation
Civil Procedure

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Cytec Industries Pte Ltd v APP Chemicals International (Mau) Ltd	High Court	Yes	[2009] 4 SLR(R) 769	Singapore	Cited for the principle that communications in the course of negotiations genuinely aimed at settlement of a dispute are protected by ‘without prejudice’ privilege.
Rush & Tompkins Ltd v Greater London Council	House of Lords	Yes	[1989] AC 1280	United Kingdom	Cited for the principle that communications in the course of negotiations genuinely aimed at settlement of a dispute are protected by ‘without prejudice’ privilege and for the public policy of encouraging litigants to settle their differences.
Muller v Linsley and Mortimer (a firm)	English Court of Appeal	No	[1994] EWCA Civ 39	United Kingdom	Cited for the Muller exception to without prejudice privilege, where the relevance of the communication lies not in the truth of any fact which it asserts or admits, but simply in the fact that it was made.
A-B Chew Investments Pte Ltd v Lim Tjoen Kong	High Court	Yes	[1989] 2 SLR(R) 149	Singapore	Cited for the principle that a third party cannot claim ‘without prejudice’ privilege if it took “no part in the ‘without prejudice’ negotiations, either personally or through an agent” and for the doctrine of waiver.
Yeo Hiap Seng v Australia Food Corp Pte Ltd and another	High Court	Yes	[1991] 1 SLR(R) 336	Singapore	Cited for guidance on whether a party has standing to assert ‘without prejudice’ privilege.
Mariwu Industrial Co (S) Pte Ltd v Dextra Asia Co Ltd and another	Court of Appeal	Yes	[2006] 4 SLR(R) 807	Singapore	Cited for the rationales for ‘without prejudice’ privilege and that ‘without prejudice’ privilege can also arise in a multi-party situation.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals	Court of Appeal	Yes	[2018] 1 SLR 894	Singapore	Cited for the principle that the communications in respect of which privilege is claimed must arise in the course of genuine negotiations to settle a dispute.
Greenline-Onyx Envirotech Phils, Inc v Otto Systems Singapore Pte Ltd	Court of Appeal	Yes	[2007] 3 SLR(R) 40	Singapore	Cited for the public policy of encouraging litigants to settle their differences rather than to litigate them to the finish and for the doctrine of waiver.
Sin Lian Heng Construction Pte Ltd v Singapore Telecommunications Ltd	High Court	Yes	[2007] 2 SLR(R) 433	Singapore	Cited for the rationale behind ‘without prejudice’ privilege and for the doctrine of waiver.
Swee Wan Enterprises Pte Ltd v Yak Thye Peng	High Court	Yes	[2017] SGHC 313	Singapore	Cited for the principle that attaching a ‘without prejudice’ label to a communication does not conclusively or automatically render it privileged and for the doctrine of waiver.
United Overseas Bank v Lippo Marina Collection Pte Ltd and others	High Court	Yes	[2018] 4 SLR 391	Singapore	Cited for a useful summary on the application of ‘without prejudice’ privilege to a multi-party situation.
BE v DE	English High Court	No	[2014] EWHC 2318 (Fam)	United Kingdom	Cited for the proposition that the court must have regard to the circumstances of the meeting of 7 August 2020 in assessing whether the Emails were meant to follow up on discussions therefrom.
Unilever plc v Procter & Gamble Co	English Court of Appeal	No	[2000] 1 WLR 2436	United Kingdom	Cited for the concern that the Muller exception undermines the rationales behind ‘without prejudice’ privilege and for the Broad Approach.
Ofulue v Bossert	House of Lords	No	[2009] AC 990	United Kingdom	Cited for the concern that the Muller exception undermines the rationales behind ‘without prejudice’ privilege.
Oceanbulk Shipping and Trading SA v TMT Asia Ltd and others	UK Supreme Court	No	[2011] 1 AC 662	United Kingdom	Cited for the importance of the without prejudice rule.
Briggs and others v Clay and others	English High Court	No	[2019] EWHC 102 (Ch)	United Kingdom	Cited for the unclear basis for the Muller exception.
Berkeley Square Holdings and others v Lancer Property Asset Management Ltd and others	English High Court	No	[2020] EWHC 1015 (Ch)	United Kingdom	Cited for the application of the Muller exception as developed in Briggs.
Berkley Square Holdings Ltd and others v Lancer Property Asset Management Ltd and others	English Court of Appeal	No	[2021] 1 WLR 4877	United Kingdom	Cited for the concerns about the seeming extension of the Muller exception.
Quek Kheng Leong Nicky and another v Teo Beng Ngoh and others and another appeal	Court of Appeal	No	[2009] 4 SLR(R) 181	Singapore	Discussed Unilever and the exceptions to ‘without prejudice’ privilege.
CSO v CSP and another	High Court	Yes	[2023] SGHC 24	Singapore	Discussed the interaction between s 23 of the EA and the common law rule on ‘without prejudice’ privilege, holding that such privilege applied to the whole of ‘without prejudice’ communications and not only admissions.
Krishna Kumaran s/o K Ramakrishnan v Kuppusamy s/o Ramakrishnan	High Court	Yes	[2014] 4 SLR 232	Singapore	Cited for the principle that waiver requires the consent of both parties.
Lau Chin Eng and another v Lau Chin Hu and others	High Court	Yes	[2009] SGHC 225	Singapore	Cited for the principle that an implied waiver of privilege can only be effective if it is clear and involves “conduct that unequivocally points to an intention not to rely on the privilege”.
Lim Tjoen Kong v A-B Chew Investments Pte Ltd	Court of Appeal	Yes	[1991] 2 SLR(R) 168	Singapore	Cited for the principle that there is no requirement that waiver must result in injustice or detriment to the other party.
Tentat Singapore Pte Ltd v Multiple Granite Pte Ltd and others	High Court	Yes	[2009] 1 SLR(R) 42	Singapore	Cited for the rule against cherry picking, that one party may not cherry pick parts of documents that were favourable and retain privilege for parts that were unfavourable.
BWG v BWF	Court of Appeal	Yes	[2020] 1 SLR 1296	Singapore	Cited for the law on the doctrine of approbation and reprobation.
Aries Telecoms (M) Bhd v ViewQwest Pte Ltd	Court of Appeal	Yes	[2018] 1 SLR 108	Singapore	Cited for the principle that a party’s election that gives rise to a prior position must still be reasonably clear to be effective.
Law Society of Singapore v Tan Guat Neo Phyllis	High Court	Yes	[2008] 2 SLR(R) 239	Singapore	Cited for the principle that new rules of evidence can be given effect to only if they are not inconsistent with the provisions of the EA or their underlying rationale.
Lee Chez Kee v Public Prosecutor	Court of Appeal	Yes	[2008] 3 SLR(R) 447	Singapore	Cited for the principle that new rules of evidence can be given effect to only if they are not inconsistent with the provisions of the EA or their underlying rationale.
ARX v Comptroller of Income Tax	Court of Appeal	Yes	[2016] 5 SLR 590	Singapore	Cited for the principle that new rules of evidence can be given effect to only if they are not inconsistent with the provisions of the EA or their underlying rationale.
Express Newspapers plc v News (UK) Ltd and others	English High Court	No	[1990] 1 WLR 1320	United Kingdom	Cited for the doctrine of approbation and reprobation.
First National Bank plc v Walker	English High Court	No	[2001] 1 FLR 505	United Kingdom	Cited for the doctrine of approbation and reprobation.

13. Applicable Rules

Rule Name
Rules of Court 2021

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act 1893	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Without prejudice privilege
Minority oppression
Deed of Family Arrangement
Geylang Property
Tamarind Road Property
Assignment Amount
Majority shareholders
Interlocutory injunction
Muller exception
Approbation and reprobation

15.2 Keywords

without prejudice
privilege
minority oppression
emails
settlement negotiations
waiver
Muller exception
approbation
reprobation

16. Subjects

Civil Procedure
Evidence
Privilege
Without Prejudice Rule

17. Areas of Law

Civil Procedure
Privileges
Without Prejudice Privilege
Waiver
Muller Exception
Abuse of Process
Inconsistent Positions
Non Approbation and Reprobation