Leong Quee Ching Karen v Lim Soon Huat: Interlocutory Injunction for Minority Oppression

In Leong Quee Ching Karen v Lim Soon Huat and others, the General Division of the High Court of Singapore heard an application for an interim injunction by Leong Quee Ching Karen against 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. The claimant sought to restrain the transfer of properties pending the determination of a minority oppression claim. Justice Goh Yihan dismissed the application, holding that the claimant lacked the necessary proprietary interest in the properties to seek such an injunction. The judgment was delivered on 29 December 2023.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed an application for an interim injunction to restrain property transfers, finding no proprietary interest by the claimant in a minority oppression case.

1.7 Decision Date

28 December 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Leong Quee Ching Karen	Claimant, Respondent	Individual	Application dismissed	Lost	Foo Yiew Min of Tan Kok Quan Partnership Tnee Zixian Keith of Tan Kok Quan Partnership Lee Pei Hua Rachel of Tan Kok Quan Partnership Ng Ka Luon Eddee of Tan Kok Quan Partnership
Lim Soon Huat	Defendant, Appellant	Individual	Judgment for Defendant	Won	Sarbjit Singh Chopra of Selvam LLC Yuen Zi Gui of Selvam LLC Roshan Singh Chopra of Selvam LLC
Lim Soon Heng	Defendant, Appellant	Individual	Judgment for Defendant	Won	Tan Teng Muan of UniLegal LLC Loh Li Qin of UniLegal LLC
Lim Kim Chong Investments Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Sarbjit Singh Chopra of Selvam LLC Yuen Zi Gui of Selvam LLC Roshan Singh Chopra of Selvam LLC
Sin Soon Lee Realty Company (Private) Limited	Defendant	Corporation	Judgment for Defendant	Won	Eugene Jedidiah Low Yeow Chin of Kelvin Chia Partnership
Lim Yong Yeow, Thomas	Defendant	Individual	Judgment for Defendant	Won	Sarbjit Singh Chopra of Selvam LLC Yuen Zi Gui of Selvam LLC Roshan Singh Chopra of Selvam LLC
Seng Lee Holdings Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Tan Kheng Ann Alvin of Wong Thomas & Leong

3. Judges

Judge Name	Title	Delivered Judgment
Goh Yihan	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Foo Yiew Min	Tan Kok Quan Partnership
Tnee Zixian Keith	Tan Kok Quan Partnership
Lee Pei Hua Rachel	Tan Kok Quan Partnership
Ng Ka Luon Eddee	Tan Kok Quan Partnership
Sarbjit Singh Chopra	Selvam LLC
Yuen Zi Gui	Selvam LLC
Roshan Singh Chopra	Selvam LLC
Tan Teng Muan	UniLegal LLC
Loh Li Qin	UniLegal LLC
Eugene Jedidiah Low Yeow Chin	Kelvin Chia Partnership
Tan Kheng Ann Alvin	Wong Thomas & Leong

4. Facts

The claimant sought interim injunctions to restrain the transfer of two properties.
The claimant alleged minority oppression by the majority shareholders of Seng Lee Holdings Pte Ltd.
The first to third defendants are the majority shareholders in Seng Lee Holdings Pte Ltd.
The claimant, the first defendant, and the second defendant are some of the children of the late Dato Lim Kim Chong.
The claimant argued that the diversion or dissipation of company assets can amount to oppression.
The first defendant had requisitioned SSLRC to hold an EGM to vote on the transfer of the Properties.
The resolutions pertaining to the proposed transfer of the Properties were withdrawn.

5. Formal Citations

Leong Quee Ching Karen v Lim Soon Huat and others, Originating Claim No 158 of 2022 (Summons No 2781 of 2022), [2023] SGHC 359

6. Timeline

Date	Event
2013-07-25	Dato Lim and his children entered into a Deed of Family Arrangement.
2015-02-28	The members of the Lim family entered into an Amending and Restating Deed of Family Arrangement.
2022-03-30	Claimant sent a letter to the defendants regarding the transfer of the Properties.
2022-07-27	Claimant commenced OC 158 against the majority shareholders of SLH for minority oppression.
2022-07-27	Claimant applied for interim injunctions without notice to the defendants.
2022-07-28	Claimant was directed to proceed with the application with notice to the defendants.
2022-07-29	The first defendant issued an undertaking to the court to postpone dealing with the resolutions pertaining to the transfer of the Properties.
2022-08-01	During the EGM, the resolutions pertaining to the proposed transfer of the Properties were withdrawn.
2022-08-02	The first defendant presented a written offer to the claimant.
2022-08-22	The defendants applied to strike out OC 158.
2022-09-12	The claimant applied to strike out certain without prejudice e-mails.
2023-07-25	The first defendant commenced HC/OA 738/2023 for an order granting the transfer of the Geylang Property to the first defendant and the Tamarind Road Property to the fifth defendant.
2023-07-25	The second defendant commenced HC/OA 739/2023 for the same.
2023-09-26	An Assistant Registrar granted the claimant’s application in HC/SUM 2633/2023 and HC/SUM 2642/2023 to convert the originating applications into originating claims.
2023-10-26	Judgment reserved.
2023-12-29	Judgment delivered.

7. Legal Issues

Interim Injunction
- Outcome: The court held that the claimant did not have the proprietary interest to seek the interim injunctions and that the balance of convenience did not lie in favor of granting the injunctions.
- Category: Procedural
- Sub-Issues:
  - Proprietary interest
  - Balance of convenience
  - Delay in application
- Related Cases:
  - [2017] 2 SLR 997
  - [1975] AC 396
  - [2020] 1 SLR 950
  - [2015] 5 SLR 558
Minority Oppression
- Outcome: The court did not make a determination on the merits of the minority oppression claim, as it was not the serious question to be tried for the interim injunction application.
- Category: Substantive
- Related Cases:
  - [2018] 2 SLR 333
  - [2021] 2 SLR 262

8. Remedies Sought

Interim Prohibitory Injunction
Restraint of Property Transfer

9. Cause of Actions

Minority Oppression

10. Practice Areas

Commercial Litigation
Injunctions

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	Procedural history of the case.
Leong Quee Ching Karen v Lim Soon Huat and others	High Court	Yes	[2023] SGHC 234	Singapore	Procedural history of the case.
Lim Soon Huat v Lim Teong Huat and others and another matter	High Court	Yes	[2023] SGHC 356	Singapore	Procedural history of the case.
Tay Long Kee Impex Pte Ltd v Tan Beng Huwah (trading as Sin Kwang Wah)	Court of Appeal	Yes	[2000] 1 SLR(R) 786	Singapore	Defines the terms “interim injunction” and “interlocutory injunction”.
RGA Holdings International Inc v Loh Choon Phing Robin and another	Court of Appeal	Yes	[2017] 2 SLR 997	Singapore	Sets out the test for interim injunctions.
Chuan Hong Petrol Station Pte Ltd v Shell Singapore (Pte) Ltd	Court of Appeal	Yes	[1992] 2 SLR(R) 1	Singapore	Explains the fundamental principle behind the test for interim injunctions.
Maldives Airports Co Ltd and another v GMR Malé International Airport Pte Ltd	Court of Appeal	Yes	[2013] 2 SLR 449	Singapore	Explains the principle behind assessing the balance of convenience at an early stage.
NCC International AB v Alliance Concrete Singapore Pte Ltd	Court of Appeal	Yes	[2008] 2 SLR(R) 565	Singapore	Sets out the higher threshold for granting interim mandatory injunctions.
American Cyanamid Co v Ethicon Ltd	House of Lords	Yes	[1975] AC 396	England and Wales	Sets out the test for a serious question to be tried.
Smith v Grigg Ltd	English Court of Appeal	Yes	[1924] 1 KB 655	England and Wales	Discusses the previous test for an interim injunction.
Chen Mingxing and others v Zhang Jian and others	High Court	Yes	[2021] SGHC 3	Singapore	Illustrates the threshold for finding a serious question to be tried.
Sang Cheol Woo v Charles Choi Spackman and others	High Court	Yes	[2021] SGHC 42	Singapore	Illustrates when a claimant fails to establish a serious question to be tried.
Ernest Ferdinand Perez De La Sala v Compañía De Navegación Palomar, SA and others	Court of Appeal	Yes	[2020] 1 SLR 950	Singapore	Defines a proprietary injunction.
Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal	Court of Appeal	Yes	[2015] 5 SLR 558	Singapore	Discusses proprietary injunctions and freezing injunctions.
Derby & Co Ltd v Weldon (No 1)	English Court of Appeal	Yes	[1990] Ch 48	England and Wales	Sets out the test for a serious question to be tried in relation to proprietary interest.
CLM v CLN and others	High Court	Yes	[2022] 5 SLR 273	Singapore	Characterisation of an injunction prohibiting dealing with assets as a proprietary injunction.
Gazelle Ventures Pte Ltd v Lim Yong Sim and others	General Division of the High Court	Yes	[2023] SGHC 328	Singapore	Discusses the issue of whether there can ever be a “freestanding” injunction.
Wolverhampton City Council and others v London Gypsies and Travellers and others	UK Supreme Court	Yes	[2023] UKSC 47	United Kingdom	Discusses the issue of whether there can ever be a “freestanding” injunction.
Janesh s/o Rajkumar v Unknown Person (“CHEFPIERRE”)	High Court	Yes	[2023] 3 SLR 1191	Singapore	Application for a proprietary injunction prohibiting the defendant from dealing with the Bored Ape NFT.
Re Mountforest Ltd	N/A	Yes	[1993] BCC 565	England and Wales	Injunction restraining shareholders from acting on resolutions proposed to be passed.
Re Ravenhart Service (Holdings) Ltd	N/A	Yes	[2004] 2 BCLC 376	England and Wales	Injunction restraining the making of payments by way of remuneration.
Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd (formerly known as Tian Jian Hua Xia Medical Group Holdings Pte Ltd) (in judicial management) and another	Court of Appeal	Yes	[2022] 1 SLR 884	Singapore	A shareholder owns no interest in any of the company’s assets by virtue of holding shares in the company.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters	Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	A claimant suing on an oppression claim must show how the breach is not merely a corporate wrong, but instead, a wrong they suffer qua shareholder.
Ong Heng Chuan v Ong Teck Chuan and others	Court of Appeal	Yes	[2021] 2 SLR 262	Singapore	A claimant suing on an oppression claim must show how the breach is not merely a corporate wrong, but instead, a wrong they suffer qua shareholder.
Challenger Technologies Ltd v Courts (Singapore) Pte Ltd	High Court	Yes	[2015] 5 SLR 679	Singapore	Relevant factors at the second stage of determining the balance of convenience include the risk of irreparable damage.
Reed Exhibitions Pte Ltd v Khoo Yak Chuan Thomas and another	Court of Appeal	Yes	[1995] 3 SLR(R) 383	Singapore	Relevant factors at the second stage of determining the balance of convenience include the potential hardship an injunction may bring to the party enjoined.
Re Posgate & Denby (Agencies) Ltd	N/A	Yes	[1987] BCLC 8	England and Wales	In the context of an oppression action, the inquiry should be whether there is an adequate remedy for the claimant.
Pringle and others v Callard	English Court of Appeal	Yes	[2008] 2 BCLC 505	England and Wales	In the context of an oppression action, the inquiry should be whether there is an adequate remedy for the claimant.
Hong Leong Singapore Finance Ltd v United Overseas Bank Ltd	High Court	Yes	[2007] 1 SLR(R) 292	Singapore	In order to prevent a person from receiving equitable relief, the undesirable behaviour must be more than general depravity.
Meespierson NV v Industrial and Commercial Bank of Vietnam	High Court	Yes	[1998] 1 SLR(R) 287	Singapore	A delay of nine months before an application for a Mareva injunction was made indicated that there was no real risk of dissipation.
JSC BTA Bank v Ablyazov and others	English High Court	Yes	[2009] EWHC 2840 (Comm)	England and Wales	The delay of five months was a point worthy of consideration because delay in seeking a Freezing Order can indicate that there is no real risk of dissipation.

13. Applicable Rules

Rule Name
Rules of Court 2021

14. Applicable Statutes

Statute Name	Jurisdiction
Civil Law Act 1909	Singapore
Supreme Court of Judicature Act 1969	Singapore
Companies Act 1967	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Interim Injunction
Proprietary Injunction
Minority Oppression
Balance of Convenience
Proprietary Interest
Geylang Property
Tamarind Road Property
Deed of Family Arrangement
Seng Lee Holdings Pte Ltd
Sin Soon Lee Realty Company (Private) Limited

15.2 Keywords

injunction
minority oppression
property transfer
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Injunctions	90
Minority Oppression	75
Company Law	60
Civil Procedure	50

16. Subjects

Civil Procedure
Injunctions
Corporate Law