Tan Yew Huat v Sin Joo Huat Hardware: Winding Up on Just & Equitable Grounds & Mistake of Fact
In Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd, the High Court of Singapore heard two applications: HC/CWU 50/2022 by Tan Yew Huat for a winding up order against Sin Joo Huat Hardware Pte Ltd, and HC/OA 74/2022 by Tan Joo See for specific performance of an agreement for the transfer of property. The court, presided over by Aedit Abdullah J, dismissed both applications, finding no unfairness to justify a winding up order and declaring the alleged settlement agreement void for common mistake. The judgment was delivered on 4 October 2023.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Both applications dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismissed winding up application and specific performance claim, addressing unfairness in winding up and common mistake.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Yew Huat | Plaintiff, Defendant | Individual | Application dismissed | Lost | |
| Sin Joo Huat Hardware Pte Ltd | Defendant | Corporation | Application dismissed | Neutral | |
| Tan Joo See | Claimant | Individual | Application dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Tan Yew Huat (TYH) applied for a winding up order against Sin Joo Huat Hardware Pte Ltd.
- Tan Joo See (TJS) applied for specific performance of an agreement for the transfer of property.
- The Company was incorporated in 1987 for the wholesale of general hardware.
- TYH and TJS are siblings and were appointed as the only directors of the Company.
- The Property was purchased in 1991 and registered in the names of TYH and TJS as tenants-in-common.
- TYH and TJS held the Property on trust for the Company.
- TJS sought full legal and beneficial ownership of the Property in exchange for the sale of her shares to TYH.
5. Formal Citations
- Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd and another matter, Companies Winding Up No 50 of 2022, [2023] SGHC 276
6. Timeline
| Date | Event |
|---|---|
| Company incorporated in Singapore | |
| Property purchased | |
| Other Property purchased | |
| Tan Joo See left the family business | |
| Dispute over the Property arose | |
| December 2014 Letter issued | |
| Winding up application made | |
| Application for Property to be vested absolutely in Tan Joo See's name taken out | |
| Hearing date | |
| Hearing date | |
| Judgment delivered |
7. Legal Issues
- Winding up on just and equitable grounds
- Outcome: The court declined to make a winding up order, finding no unfairness to the applicant as they could have availed themselves of a voluntary winding up.
- Category: Substantive
- Sub-Issues:
- Availability of alternative mechanisms
- Unfairness to applicant
- Related Cases:
- [2017] 1 SLR 95
- [2018] 1 SLR 763
- [1973] AC 360
- [2008] 4 SLR(R) 362
- Common mistake
- Outcome: The court declared the alleged settlement agreement void for common mistake at common law.
- Category: Substantive
- Related Cases:
- [2014] 2 SLR 1371
- Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679
8. Remedies Sought
- Winding up order
- Specific performance
- Damages
9. Cause of Actions
- Winding up on just and equitable grounds
- Specific performance
10. Practice Areas
- Commercial Litigation
- Insolvency Law
11. Industries
- Hardware
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ting Shwu Ping (administrator of the estate of Chng Koon Seng, deceased) v Scanone Pte Ltd and another appeal | Court of Appeal | Yes | [2017] 1 SLR 95 | Singapore | Cited regarding the availability of alternative remedies and whether it precludes a successful winding up application. |
| Perennial (Capitol) Pte Ltd and another v Capitol Investment Holdings Pte Ltd and other appeals | Court of Appeal | Yes | [2018] 1 SLR 763 | Singapore | Cited for the two-stage framework for determining whether to make a winding up order under s 125(1)(i) of the IRDA and the notion of unfairness. |
| Ebrahimi v Westbourne Galleries Ltd | House of Lords | Yes | [1973] AC 360 | England and Wales | Cited for the principle that individuals in a company may have legitimate expectations as between themselves that are not necessarily submerged within the company structure. |
| Deniyal bin Kamis v Mapo Engineering Pte Ltd and others | High Court | Yes | [2023] SGHC 183 | Singapore | Cited for the principle that legitimate expectations arise from the circumstances of the parties’ relationship and any understanding or expectations between them. |
| Lian Hwee Choo Phebe and another v Maxz Universal Development Group Pte Ltd and others and another suit | High Court | Yes | [2010] SGHC 268 | Singapore | Cited for the principle that legitimate expectations arise from the circumstances of the parties’ relationship and any understanding or expectations between them. |
| Chow Kwok Chuen v Chow Kwok Chi and another | Court of Appeal | Yes | [2008] 4 SLR(R) 362 | Singapore | Cited for the non-exhaustive factors that determine whether a case falls into circumstances where equitable considerations may intervene. |
| Sim Yong Kim v Evenstar Investments Pte Ltd | Court of Appeal | Yes | [2006] 3 SLR(R) 827 | Singapore | Cited for the principle that the breach of legitimate expectations, alongside the inability of the applicant to exit the company despite the breach, grounds a finding of unfairness. |
| R1 International Pte Ltd v Lonstroff AG | Court of Appeal | Yes | [2015] 1 SLR 521 | Singapore | Cited for the principle that it is not uncommon for parties to first agree on a set of essential terms which they may be bound by as a matter of law and on the basis of which they may act, even while there may be ongoing discussions on the incorporation of other detailed terms. |
| Olivine Capital Pte Ltd and another v Chia Chin Yan and another matter | Court of Appeal | Yes | [2014] 2 SLR 1371 | Singapore | Cited for the five elements that must be satisfied for the doctrine of common mistake at common law to apply. |
| Saunders v Vautier | Court of Chancery | Yes | Saunders v Vautier (1841) 4 Beav 115 | England and Wales | Cited for the rule in Saunders v Vautier. |
| Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd | English Court of Appeal | Yes | Great Peace Shipping Ltd v Tsavliris Salvage (International) Ltd [2003] QB 679 | England and Wales | Cited for the five elements that must be satisfied for the doctrine of common mistake at common law to apply. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Just and equitable
- Common mistake
- Specific performance
- Voluntary winding up
- Settlement agreement
- Trust
- Property
15.2 Keywords
- Winding up
- Just and equitable
- Common mistake
- Specific performance
- Singapore
- Companies Act
- Insolvency
- Contract
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Company Law | 70 |
| Contract Law | 60 |
| Mistake | 50 |
| Property Law | 30 |
| Shareholder Disputes | 30 |
| Chancery and Equity | 25 |
16. Subjects
- Insolvency Law
- Contract Law
- Company Law