Gazelle Ventures v. Lim Yong Sim: Quia Timet Injunction & Breach of Contract
Gazelle Ventures Pte Ltd applied to the General Division of the High Court of Singapore on 23 October 2023, seeking an injunction against Lim Yong Sim, GuGong Pte Ltd, and No Signboard Holdings Ltd to prevent the passing of certain shareholder resolutions. Gazelle sought a quia timet injunction or a "freestanding" injunction, arguing that the resolutions would cause loss by unlawful means or conspiracy. The court, presided over by Justice Philip Jeyaretnam, dismissed the application, holding that there was no basis for granting an injunction independent of an enforceable right and that Gazelle had not established a cause of action.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Originating Application Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Gazelle Ventures sought an injunction against Lim Yong Sim and others to prevent shareholder resolutions. The court dismissed the application, finding no cause of action.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Gazelle Ventures Pte Ltd | Claimant | Corporation | Application Dismissed | Lost | Yeo Lai Hock Nichol, Qua Bi Qi, Zhang Jun |
| Lim Yong Sim | Defendant | Individual | Application Dismissed | Won | Kevin Kwek Yiu Wing, Tan Yiting Gina, Charanpreet Kaur |
| GuGong Pte Ltd | Defendant | Corporation | Application Dismissed | Won | Kevin Kwek Yiu Wing, Tan Yiting Gina, Charanpreet Kaur |
| No Signboard Holdings Ltd | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Philip Jeyaretnam | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Yeo Lai Hock Nichol | Nine Yards Chambers LLC |
| Qua Bi Qi | Nine Yards Chambers LLC |
| Zhang Jun | Nine Yards Chambers LLC |
| Kevin Kwek Yiu Wing | Legal Solutions LLC |
| Tan Yiting Gina | Legal Solutions LLC |
| Charanpreet Kaur | Legal Solutions LLC |
4. Facts
- Gazelle and No Signboard entered into a non-binding Memorandum of Understanding on 30 April 2022.
- Gazelle and No Signboard signed the Super Priority Financing Agreement on 24 May 2022.
- Gazelle and No Signboard signed the Implementation Agreement on 30 June 2022.
- Gazelle would invest up to $5m into No Signboard.
- GuGong requisitioned an EGM to remove current directors and appoint new ones.
- Gazelle sought an injunction to restrain the defendants from passing the Requisitioned Resolutions.
- Mr. Lim and GuGong gave undertakings in their deeds.
5. Formal Citations
- Gazelle Ventures Pte Ltd v Lim Yong Sim and others, Originating Application No 781 of 2023, [2023] SGHC 328
6. Timeline
| Date | Event |
|---|---|
| Public trading of No Signboard’s shares was suspended | |
| Gazelle and No Signboard entered into a non-binding Memorandum of Understanding | |
| Gazelle and No Signboard signed the Super Priority Financing Agreement | |
| Mr. Lim Teck-Ean and Mr. Tan Keng Tiong were appointed as directors of No Signboard | |
| Gazelle and No Signboard signed the Implementation Agreement | |
| Gazelle deposited loan moneys in two tranches | |
| GuGong and Mr Lim executed a deed containing the requisite undertakings in favour of No Signboard | |
| EGM convened and the necessary approvals were given | |
| Two agreements were concluded between No Signboard and GuGong, namely an Intellectual Property Sale and Purchase Agreement and an Independent Contractor Agreement | |
| No Signboard notified GuGong that the IP SPA and ICA were to be terminated with immediate effect | |
| GuGong issued a requisition notice for No Signboard to hold an EGM | |
| Originating Application filed by Gazelle Ventures Pte Ltd | |
| Judgment reserved |
7. Legal Issues
- Whether a precautionary injunction should be granted
- Outcome: The court held that the conditions for granting a precautionary injunction were not met.
- Category: Procedural
- Related Cases:
- [2022] SGHC 173
- [2019] 4 WLR 2
- Whether the defendants are likely to commit the tort of causing loss by unlawful means
- Outcome: The court held that the claimant failed to demonstrate that the defendants were likely to commit the tort of causing loss by unlawful means.
- Category: Substantive
- Related Cases:
- [2023] SGHC 89
- [2014] 4 SLR 574
- Whether the defendants are likely to have a cause of action in the tort of unlawful means conspiracy
- Outcome: The court held that the claimant failed to demonstrate that the defendants were likely to have a cause of action in the tort of unlawful means conspiracy.
- Category: Substantive
- Related Cases:
- [1996] 3 SLR(R) 637
- Whether the defendants are likely to have a cause of action in the tort of lawful means conspiracy
- Outcome: The court held that the claimant failed to demonstrate that the defendants were likely to have a cause of action in the tort of lawful means conspiracy.
- Category: Substantive
- Related Cases:
- [1996] 3 SLR(R) 637
- Whether there is such a thing as a freestanding injunction unrelated to a cause of action or enforcement of a legal right
- Outcome: The court held that there is no such thing as a freestanding injunction to prevent injustice independent of substantive rights.
- Category: Jurisdictional
- Related Cases:
- [2020] 5 SLR 634
- [2019] 1 SLR 131
- [2023] SGHC 106
8. Remedies Sought
- Precautionary Injunction
- Freestanding Injunction
9. Cause of Actions
- Breach of Contract
- Tort of Causing Loss by Unlawful Means
- Tort of Unlawful Means Conspiracy
- Tort of Lawful Means Conspiracy
10. Practice Areas
- Commercial Litigation
- Injunctions
- Corporate Law
11. Industries
- Restaurant Operation
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Maldives Airports Co Ltd and another v GMR Malé International Airport Pte Ltd | Court of Appeal | Yes | [2013] 2 SLR 449 | Singapore | Cited to explain the difference in appeal rights depending on the nature of the application for interlocutory injunctions. |
| Wellmix Organics (International) Pte Ltd v Lau Yu Man | N/A | Yes | [2006] 2 SLR(R) 525 | Singapore | Cited regarding the nature of an application taking the form of an originating summons. |
| Bhavin Rashmi Mehta v Chetan Mehta and others | High Court | Yes | [2022] SGHC 173 | Singapore | Cited for the two-stage inquiry into whether a precautionary injunction should be ordered. |
| Vastint Leeds BV v Persons Unknown | English High Court | Yes | [2019] 4 WLR 2 | England | Cited for the formulation of the two-stage inquiry into whether a precautionary injunction should be ordered. |
| Raffles Education Corp Ltd and others v Shantanu Prakash and another | High Court | Yes | [2023] SGHC 89 | Singapore | Cited for the elements of the tort of causing loss by unlawful means. |
| Paragon Shipping Pte Ltd v Freight Connect (S) Pte Ltd | N/A | Yes | [2014] 4 SLR 574 | Singapore | Cited for the test to make out the tort of causing loss by unlawful means. |
| Allen v Gold Reefs of West Africa Ltd | N/A | Yes | [1900] 1 Ch 656 | England | Cited for the principle that when voting to alter a company’s corporate constitution, the company’s members must exercise their voting power in good faith for the benefit of the company as a whole. |
| Greenhalgh v Arderne Cinemas Ltd | N/A | Yes | [1951] Ch 286 | England | Cited for the meaning of 'the company as a whole' in the context of voting power. |
| OBG Ltd v Allan | N/A | Yes | [2008] AC 1 | England | Cited for the different formulations of the limits of unlawful means in the tort of causing loss by unlawful means. |
| Quah Kay Tee v Ong and Co Pte Ltd | N/A | Yes | [1996] 3 SLR(R) 637 | Singapore | Cited for the requirements of the tort of unlawful means conspiracy. |
| Sulzer Pumps Spain, SA v Hyflux Membrane Manufacturing (S) Pte Ltd and another | N/A | Yes | [2020] 5 SLR 634 | Singapore | Cited for the dicta that the court has power to grant a freestanding injunction to prevent injustice, in exercise of its equitable jurisdiction. |
| Telecom Credit Inc v Midas United Group Ltd | Court of Appeal | Yes | [2019] 1 SLR 131 | Singapore | Cited to support that interlocutory orders may be granted before judgment or after judgment. |
| Tanoto Sau Ian v USP Group Ltd and another matter | High Court | Yes | [2023] SGHC 106 | Singapore | Cited for dicta following Sulzer Pumps regarding freestanding injunctions. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) | Singapore |
| Supreme Court of Judicature Act 1969 (2020 Rev Ed) | Singapore |
| Contracts (Rights of Third Parties) Act 2001 (2020 Rev Ed) | Singapore |
| Companies Act 1967 (2020 Rev Ed) | Singapore |
| Civil Law Act 1909 (2020 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Quia timet injunction
- Precautionary injunction
- Freestanding injunction
- Implementation Agreement
- Requisitioned Resolutions
- Super Priority Financing Agreement
- EGM
- Shareholder resolutions
- Undertakings
- Unlawful means
- Conspiracy
15.2 Keywords
- injunction
- breach of contract
- shareholder resolutions
- Gazelle Ventures
- Lim Yong Sim
- No Signboard Holdings
- GuGong
- tort
- conspiracy
16. Subjects
- Civil Procedure
- Injunctions
- Contract Law
- Tort Law
- Company Law
17. Areas of Law
- Civil Procedure
- Injunctions
- Breach of Contract
- Contract Law
- Tort Law
- Company Law