Lim Soon Huat v Lim Teong Huat: Deed of Family Arrangement & Conversion of Originating Application
In Lim Soon Huat v Lim Teong Huat, the High Court of Singapore dismissed appeals by Lim Soon Huat and Lim Soon Heng against the decision to convert originating applications (OA 738/2023 and OA 739/2023) into originating claims. The court, presided over by Justice Goh Yihan, found that substantial disputes of fact existed regarding the interpretation of clause 9.1 of an Amended Deed of Family Arrangement, justifying the conversion. The underlying dispute involves the distribution of assets among family members, specifically concerning the meaning of "and/or nominees" in the deed. The court held that the conversion was appropriate given the factual disputes and aligned with the Ideals under the Rules of Court 2021.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Appeals dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court dismissed appeals against converting originating applications to originating claims, citing factual disputes over a family deed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Leong Quee Ching Karen | Defendant | Individual | Conversion Allowed | Won | |
| Lim Soon Huat | Claimant, Defendant | Individual | Appeal Dismissed | Lost | |
| Lim Soon Heng | Claimant, Defendant | Individual | Appeal Dismissed | Lost | |
| Lim Teong Huat | Defendant | Individual | Conversion Allowed | Won | |
| Lim Tiong Joo | Defendant | Individual | Conversion Allowed | Won | |
| Lim Boon Eng Julie | Defendant | Individual | Conversion Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Goh Yihan | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Dato Lim Kim Chong intended to distribute assets among his eight children.
- The Original Deed allocated children into Group A and Group B.
- Clause 9.1 of the Original Deed required Group A to transfer properties to Group B.
- Letter-Agreements varied the asset transfers from the Original Deed.
- The Original Deed was amended in 2015 to include "and/or nominees" in clause 9.1.
- A Third Deed was entered in 2019 to handle shares in an Australian Investment.
- Disputes arose over the interpretation of "and/or nominees" in the Amended Deed.
5. Formal Citations
- Lim Soon Huat v Lim Teong Huat and others and another matter, Originating Application No 738 of 2023 (Registrar’s Appeal No 215 of 2023) and Originating Application No 739 of 2023 (Registrar’s Appeal No 216 of 2023), [2023] SGHC 356
6. Timeline
| Date | Event |
|---|---|
| Datin Ong Tin died intestate. | |
| Seng Lee Holdings Pte Ltd (SLH) was set up. | |
| Deed of Family Arrangement (Original Deed) was entered into. | |
| Amending and Restating Deed of Family Arrangement (Amended Deed) was entered into. | |
| Third Deed was entered into. | |
| Soon Heng and Soon Huat proposed transferring $9m and properties to Dato Lim, Soon Huat and Thomas. | |
| Meeting between Group A and Group B beneficiaries to resolve transfers. | |
| SLH nominated Soon Huat and Thomas to receive the Properties. | |
| Karen commenced HC/OC 158/2022 against majority shareholders of SLH for minority oppression. | |
| Soon Huat and Soon Heng raised intention to file OA 738 and OA 739. | |
| OA 738 and OA 739 were filed. | |
| Defendants in OA 738 and OA 739 filed conversion applications. | |
| The learned AR heard the conversion applications. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Contractual Interpretation
- Outcome: The court found that the interpretation of the 'and/or nominees' clause was founded on substantial disputes of fact.
- Category: Substantive
- Sub-Issues:
- Interpretation of 'and/or nominees' clause
- Admissibility of extrinsic evidence
- Conversion of Originating Application to Originating Claim
- Outcome: The court dismissed the appeals, affirming the decision to convert the originating applications to originating claims.
- Category: Procedural
- Sub-Issues:
- Disputes of material facts
- Appropriateness of conversion
- Consistency with Ideals under Rules of Court
8. Remedies Sought
- Declaration concerning the interpretation of the words “and/or nominees” under cl 9.1 of the Amended Deed
- Order that the Group A Beneficiaries procure SSLRC to transfer the Properties to Soon Huat and Thomas
9. Cause of Actions
- Contractual Dispute
- Minority Oppression (related OC 158/2022)
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Leong Quee Ching Karen v Lim Soon Huat and others | High Court | Yes | [2023] 4 SLR 1133 | Singapore | Cited for the dismissal of appeals against a striking out application in related proceedings. |
| Indian Trading Pte Ltd v De Tian (AMK 529) Pte Ltd | High Court | Yes | [2023] SGHCR 3 | Singapore | Cited for the principles applicable to conversion applications under O 15 r 7(6)(c) of the ROC 2021 and the relevance of case law interpreting the ROC 2014 provisions. |
| Woon Brothers Investments Pte Ltd v Management Corporation Strata Title Plan No 461 and others | Unknown | Yes | [2011] 4 SLR 777 | Singapore | Cited for the threshold requirement of a substantial dispute of fact likely to arise for the court to exercise its discretion to convert an originating summons. |
| TDA v TCZ and others | Unknown | Yes | [2016] 3 SLR 329 | Singapore | Cited for the principle that disputes of fact must concern the facts themselves, not whether those facts are sufficient to prove a cause of action or defence, to warrant conversion. |
| Rainforest Trading Ltd v State Bank of India Singapore | Court of Appeal | Yes | [2012] 2 SLR 713 | Singapore | Cited for the principle that disputes of fact must be relevant to the case and accompanied by a credible matrix of facts to warrant conversion. |
| The Ngee Ann Kongsi v Teochew Poit Ip Huay Kuan | High Court | Yes | [2019] SGHC 256 | Singapore | Cited for relevant considerations in determining whether it is more appropriate for proceedings to continue as a writ action instead of an originating summons. |
| LS Investment Pte Ltd v Majlis Ugama Islam Singapura | Unknown | Yes | [1998] 3 SLR(R) 369 | Singapore | Cited for the principle that a party who fails to apply for conversion in a timely manner may be taken to have elected to forego the opportunity to apply for conversion. |
| Haco Far East Pte Ltd v Ong Heh Lai Francis | Unknown | Yes | [1999] 3 SLR(R) 959 | Singapore | Cited for the principle that a party who fails to apply for conversion in a timely manner may be taken to have elected to forego the opportunity to apply for conversion. |
| Holland Leedon Pte Ltd (in liquidation) v Metalform Asia Pte Ltd | High Court | Yes | [2011] 1 SLR 517 | Singapore | Cited for the principle that the core issue in the OAs is a question of law (being the interpretation of cl 9.1 of the Amended Deed, ie, the effect of a contractual term). |
| Lim Siau Hing @ Lim Kim Hoe and another v Compass Consulting Pte Ltd and another appeal | Court of Appeal | Yes | [2023] SGCA 39 | Singapore | Cited for the principle that in interpreting a contractual provision, a court must determine the parties’ objective intentions behind the words. |
| 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 principles of contractual interpretation, including the consideration of relevant context. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Unknown | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the admissibility requirements of relevant context in contractual interpretation. |
| Lucky Realty Co Pte Ltd v HSBC Trustee (Singapore) Ltd | Unknown | Yes | [2016] 1 SLR 1069 | Singapore | Cited as a starting point for contractual interpretation, looking at the text that the parties have used. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd | Unknown | Yes | [2013] 4 SLR 193 | Singapore | Cited for the reason the court has regard to the relevant context is that it places the court in “the best possible position to ascertain the parties’ objective intentions by interpreting the expressions used by [them] in their proper context”. |
| Yap Son On v Ding Pei Zhen | Unknown | Yes | [2017] 1 SLR 219 | Singapore | Cited for the principle that the meaning ascribed to the terms of the contract must be one which the expressions used by the parties can reasonably bear. |
| HSBC Trustee (Singapore) Ltd v Lucky Realty Co Pte Ltd | Unknown | Yes | [2015] 3 SLR 885 | Singapore | Cited for the comparison of the context of a contract to a series of concentric circles of meaning. |
| Dai Yi Ting v Chuang Fu Yuan (Grabcycle (SG) Pte Ltd and another, third parties) | High Court | Yes | [2023] 3 SLR 1574 | Singapore | Cited for the explanation of the Ideals in the ROC 2021. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court 2021 O 15 r 7(6)(c) | Singapore |
| Rules of Court 2021 O 6 r 1 | Singapore |
| Evidence Act 1893 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Deed of Family Arrangement
- Originating Application
- Originating Claim
- Conversion Application
- Group A Beneficiaries
- Group B Beneficiaries
- and/or nominees
- SSLRC
- SLH
- Material Disputes of Fact
15.2 Keywords
- Deed of Family Arrangement
- Originating Application
- Originating Claim
- Contractual Interpretation
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Deeds of Family Arrangement | 80 |
| Civil Procedure | 75 |
| Contractual Interpretation | 70 |
| Contract Law | 60 |
| Succession Law | 40 |
| Family Law | 30 |
| Estoppel | 30 |
16. Subjects
- Civil Procedure
- Contract Law
- Trusts
- Family Arrangements