Chng Heow Ho v Chng Choon Ming: Contract Formation, Trusts, Family Business Dispute

In Chng Heow Ho @ Victor Chng v Roger Chng Choon Ming, the General Division of the High Court of Singapore heard a claim by Victor Chng against Roger Chng for a one-quarter share of moneys held by Roger, based on a purported agreement from 2006. Audrey Lim J dismissed Victor's claim, finding that Victor failed to prove the existence of a legally binding agreement or any valid trust arrangement. The court also found that a subsequent Restructuring Agreement (RA) extinguished any potential claims Victor might have had to the funds.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Claim Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Victor Chng sued Roger Chng for a share of family funds based on a purported agreement. The court dismissed the claim, finding no binding agreement or trust.

1.7 Decision Date

15 November 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Chng Heow Ho @ Victor Chng	Plaintiff	Individual	Claim Dismissed	Lost	Subramaniam s/o Ayasamy Pillai of CNPLaw LLP Daphne Francesca Tan of CNPLaw LLP Tan Jin Yi of CNPLaw LLP Shann Liew Zi Xuan of CNPLaw LLP
Roger Chng Choon Ming	Defendant	Individual	Judgment for Defendant	Won	Wong Hin Pkin Wendell of Drew & Napier LLC Andrew Chua Ruiming of Drew & Napier LLC Danica Gan Fang Ling of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Audrey Lim	Judge	Yes

4. Counsels

Counsel Name	Organization
Subramaniam s/o Ayasamy Pillai	CNPLaw LLP
Daphne Francesca Tan	CNPLaw LLP
Tan Jin Yi	CNPLaw LLP
Shann Liew Zi Xuan	CNPLaw LLP
Wong Hin Pkin Wendell	Drew & Napier LLC
Andrew Chua Ruiming	Drew & Napier LLC
Danica Gan Fang Ling	Drew & Napier LLC

4. Facts

The plaintiff claimed a one-quarter share in moneys held by the defendant pursuant to a purported agreement made in 2006.
The parties are part of the Chng family, of which Madam Lim was the matriarch.
The Brothers ventured into businesses in the food and beverage industry, property investment, and hotel management.
The Brothers were made bankrupt in around November 2002.
In June 2006, the Brothers were discharged from bankruptcy.
An account was opened with Standard Chartered Bank in the names of Roger and his wife.
Profits from the Chng Companies would occasionally be transferred to one or more of the above accounts and the moneys therein were used for the benefit of the Brothers, Mdm Lim and his aunts.
In 2006, there was a meeting at FHH in Hanoi, Vietnam attended by the Brothers, Mdm Lim and Roger.
After Michael’s passing on 8 October 2016, the cracks in the relationship among the Chng clan members started to appear.
The parties attempted to settle the matter, with Tony and Cedric on one side; and Roger, Eugene (representing Victor’s interest in the Chng Companies) and David on the other.
Victor was unhappy as he felt that the Settlement Sum under the SA for Cedric’s shares in KED was not justifiable and that FHS had to be mortgaged to pay $16m to Cedric or Tony.
Victor and David decided to part ways with Roger, leading to a Restructuring Agreement signed by Victor, David, Roger and Eugene.

5. Formal Citations

Chng Heow Ho (alias Victor Chng) v Chng Choon Ming Roger, Suit No 354 of 2021, [2023] SGHC 325

6. Timeline

Date	Event
2002-05-01	Account opened with Standard Chartered Bank in the names of Roger and his wife.
2002-11-01	The Brothers were made bankrupt.
2006-01-01	Purported Agreement made in Hanoi.
2006-08-10	Key Estate Developments Pte Ltd incorporated.
2007-04-01	Another Standard Chartered Bank account was opened in Roger and Rachel’s names.
2007-02-21	Lion Provident Pte Ltd incorporated.
2007-02-23	Mekong Growth Fund Pte Ltd incorporated.
2007-12-01	Eugene became a shareholder in Wiscorp.
2008-02-01	Eugene was added as an account holder of both Standard Chartered Bank accounts.
2011-11-22	Nanyu Developments Pte Ltd incorporated.
2016-10-08	Michael passed away.
2017-06-05	MGF was struck off.
2017-12-28	Straits Law Practice LLC wrote to Roger, Eugene and Rachel regarding payments made to Cedric or Tony.
2018-01-15	Chan & Goh LLP replied on behalf of Roger, Eugene and Rachel to state that the $15.5m paid to Cedric or Tony were distributions of the Family Funds and not dividends paid out from KED.
2018-05-07	Settlement agreement signed.
2018-05-01	Victor, David and Eugene visited Roger at FHH in Hanoi.
2019-02-18	Restructuring Agreement signed.
2019-08-01	Victor and David discovered that moneys had been transferred from FCPL’s bank account between 2009 and 2018, and from KOI’s bank account in 2018.
2019-09-01	Victor and David discovered that moneys had been transferred from FCPL’s bank account between 2009 and 2018, and from KOI’s bank account in 2018.
2019-10-21	Victor and David sought from Roger an account of the MGF Moneys and an explanation on various payments or fund transfers pertaining to FCPL.
2019-11-01	Roger informed them that the payments were made to the Chng family members as dividends over the years.
2020-12-08	CNPLaw LLP, acting for Victor, demanded an account from Roger of the Family Funds.
2021-01-12	Roger’s lawyers replied to deny Victor’s request and to remind him that he had received his fair share of moneys from the Chng family companies pursuant to the RA.
2021-01-01	Suit commenced.
2022-05-23	Mdm Lim passed away.
2023-08-28	Judgment reserved.
2023-11-16	Judgment issued.

7. Legal Issues

Contract Formation
- Outcome: The court found that no binding agreement was formed due to uncertainty of terms and lack of intention to create legal relations.
- Category: Substantive
- Sub-Issues:
  - Certainty of terms
Express Trust
- Outcome: The court found that no express trust was formed due to a lack of certainty of intention and subject matter.
- Category: Substantive
- Sub-Issues:
  - Certainty of intention
  - Certainty of subject matter
Common Intention Constructive Trust
- Outcome: The court found that no common intention constructive trust was made out due to a lack of common intention among the parties.
- Category: Substantive
Presumed Resulting Trust
- Outcome: The court found that no presumed resulting trust was made out as the plaintiff failed to show the extent to which the profits or Family Funds comprised property which he owned.
- Category: Substantive
Effect of Restructuring Agreement
- Outcome: The court held that the Restructuring Agreement extinguished the plaintiff's right to make a claim to the profits or Family Funds.
- Category: Substantive

8. Remedies Sought

Account of profits
Distribution of profits

9. Cause of Actions

Breach of Contract
Breach of Trust

10. Practice Areas

Commercial Litigation

11. Industries

Hospitality
Food and Beverage
Property Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
ARS v ART and another	High Court	Yes	[2015] SGHC 78	Singapore	Cited for the principle that in determining the existence of an oral agreement, the court will consider the relevant documentary evidence and contemporaneous conduct of the parties at the material time.
Econ Corp Ltd v So Say Cheong Pte Ltd	High Court	Yes	[2004] SGHC 234	Singapore	Cited for the principle that in determining if the parties have actually formed a contract, it is permissible to look at their subsequent conduct.
Day, Ashley Francis v Yeo Chin Huat Anthony and others	High Court	Yes	[2020] 5 SLR 514	Singapore	Cited for the principle that in determining if the parties have actually formed a contract, it is permissible to look at their subsequent conduct.
G-Fuel Pte Ltd v Gulf Petroleum Pte Ltd	High Court	Yes	[2016] SGHC 62	Singapore	Cited for the principle that in determining if the parties have actually formed a contract, it is permissible to look at their subsequent conduct.
Guy Neale and others v Nine Squares Pty Ltd	High Court	Yes	[2015] 1 SLR 1097	Singapore	Cited for the principle that in determining if the settlor has evinced an intention to form an express trust, the court will look at evidence not only of the settlor’s words and conduct, but also of the surrounding circumstances and the interpretation of any agreements that might have been entered into between the relevant parties.
Su Emmanuel v Emmanuel Priya Ethel Anne and another	High Court	Yes	[2016] 3 SLR 1222	Singapore	Cited for the principle that a common intention constructive trust arises where there is a common intention among the parties as to how their beneficial interests are to be held.
Lau Siew Kim v Yeo Guan Chye Terence and another	High Court	Yes	[2008] 2 SLR(R) 108	Singapore	Cited for the principle that a presumed resulting trust arises when there is a transfer of property for which the recipient does not provide the whole of the consideration.
CIFG Special Assets Capital I Ltd (formerly known as Diamond Kendall Ltd) v Ong Puay Koon and others and another appeal	Court of Appeal	Yes	[2018] 1 SLR 170	Singapore	Cited for the principle that in construing a contract, the starting point is to look at the text the parties have used.
Kuvera Resources Pte Ltd v JPMorgan Chase Bank, N.A.	Court of Appeal	Yes	[2023] SGCA 28	Singapore	Cited for the principle that in construing a contract, the starting point is to look at the text the parties have used.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Family Funds
Chng Companies
Purported Agreement
Restructuring Agreement
Distribution
Hanoi Meeting
Settlement Sum
Family Accounts
Patriarchal System
MGF Moneys

15.2 Keywords

contract
trust
family business
agreement
funds
shares
profits
distribution
restructuring

17. Areas of Law

Area Name	Relevance Score
Trust Law	85
Contract Law	75
Commercial Disputes	30

16. Subjects

Contract Law
Trusts
Family Business Dispute