3N Investments v Lim Boon Chye: Breach of Contract & Damages for Delayed Share Transfer

3N Investments Group Ltd and Chia Kuan Wee sued Lim Boon Chye Victor, Murugesan Srinivasan, and Rotating Offshore Solutions Pte Ltd in the General Division of the High Court of the Republic of Singapore, alleging breach of contract for failure to transfer shares by the contractually stipulated deadline. The court, presided over by S Mohan J, found in favor of the plaintiffs, awarding damages of S$1,167,204, determining that the defendants breached the Sale and Purchase Agreements (SPAs) and that the plaintiffs were entitled to claim damages for the diminution in the value of the Uzma Shares.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiffs

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

3N Investments sued Lim Boon Chye for breach of contract due to a delayed share transfer. The court found in favor of 3N Investments, awarding damages.

1.7 Decision Date

30 March 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
3N Investments Group Ltd	Plaintiff	Corporation	Judgment for Plaintiff	Won	Loong Tse Chuan of Allen & Gledhill LLP Ong Chin Kiat of Allen & Gledhill LLP Wee Su-Ann of Allen & Gledhill LLP
Chia Kuan Wee	Plaintiff	Individual	Judgment for Plaintiff	Won	Loong Tse Chuan of Allen & Gledhill LLP Ong Chin Kiat of Allen & Gledhill LLP Wee Su-Ann of Allen & Gledhill LLP
Lim Boon Chye Victor	Defendant	Individual	Judgment against Defendant	Lost	Chua Ze Xuan of PDLegal LLC Mato Kotwani of PDLegal LLC Ramachandran Doraisamy Raghunath of PDLegal LLC
Murugesan Srinivasan	Defendant	Individual	Judgment against Defendant	Lost	Chua Ze Xuan of PDLegal LLC Mato Kotwani of PDLegal LLC Ramachandran Doraisamy Raghunath of PDLegal LLC
Rotating Offshore Solutions Pte Ltd	Defendant	Corporation	Judgment against Defendant	Lost	Chua Ze Xuan of PDLegal LLC Mato Kotwani of PDLegal LLC Ramachandran Doraisamy Raghunath of PDLegal LLC

3. Judges

Judge Name	Title	Delivered Judgment
S Mohan	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Loong Tse Chuan	Allen & Gledhill LLP
Ong Chin Kiat	Allen & Gledhill LLP
Wee Su-Ann	Allen & Gledhill LLP
Chua Ze Xuan	PDLegal LLC
Mato Kotwani	PDLegal LLC
Ramachandran Doraisamy Raghunath	PDLegal LLC

4. Facts

Mr. Chia, Mr. Lim, and Mr. Srinivasan were directors and shareholders in Rotating Offshore Solutions Pte Ltd (ROS).
The parties entered into Sale and Purchase Agreements (SPAs) for Mr. Chia to sell his shares in ROS to Mr. Lim and Mr. Srinivasan.
The consideration included cash and the transfer of Uzma Shares by 31 December 2019.
Mr. Chia fulfilled his obligations by resigning and transferring his ROS shares.
The defendants failed to transfer the Uzma Shares by the deadline.
The Uzma Shares were eventually transferred on 29 July 2020, by which time their market value had diminished significantly.
The plaintiffs claimed damages for the diminution in the value of the Uzma Shares.

5. Formal Citations

3N Investments Group Ltd and another v Lim Boon Chye Victor and others, Suit No 419 of 2020, [2023] SGHC 76

6. Timeline

Date	Event
2015-01-01	Mr. Chia, Mr. Lim, and Mr. Srinivasan were equal shareholders in ROS.
2019-03-01	Mr. Cheah Boon Pin became a non-executive director of ROS.
2019-07-30	Mr. Cheah Boon Pin ceased to be a non-executive director of ROS.
2019-09-01	Tensions arose between the three directors in relation to the management of ROS.
2019-09-12	Settlement agreement entered into between the directors.
2019-11-15	A Deed of Settlement providing for full and final settlement of all the parties’ disputes, including the Minority Oppression Suit was concluded.
2019-11-15	A Deed of Cessation of Employment was concluded.
2019-11-15	Two Sale and Purchase Agreements (SPAs) were concluded.
2019-11-15	A Share Transfer Agreement between ROS and Mr. Chia was concluded.
2019-11-15	Mr. Chia resigned his directorship and employment in ROS.
2019-11-18	Mr. Chia transferred his ROS shares held through 3N to Mr. Lim and Mr. Srinivasan.
2019-12-30	B5 transfer application submitted.
2019-12-30	Bursa Depository rejected the B5 transfer application.
2019-12-31	Contractual deadline for Uzma Shares transfer.
2020-03-01	Movement Control Orders imposed by the Malaysian Government.
2020-07-22	DBT transfer approved by Bursa.
2020-07-29	Uzma Shares transferred to Mr. Chia’s share trading account.
2022-03-08	Trial began.
2022-03-09	Trial.
2022-03-10	Trial.
2022-11-04	Trial.
2023-03-31	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the defendants breached the Sale and Purchase Agreements by failing to transfer the Uzma Shares by the contractually stipulated deadline.
- Category: Substantive
- Sub-Issues:
  - Failure to transfer shares by the stipulated deadline
Damages
- Outcome: The court awarded damages to the plaintiffs for the diminution in the value of the Uzma Shares, finding that the loss was not too remote and that the plaintiffs had taken reasonable steps to mitigate their loss.
- Category: Substantive
- Sub-Issues:
  - Compensation for breach of contract
  - Remoteness of damages
  - Mitigation of damages

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Oil and Gas
Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another	Singapore Court of Appeal	Yes	[2015] 5 SLR 1422	Singapore	Cited for the principle that parties must set out relevant facts and law in their pleadings and are generally bound by those pleadings.
Lim Sze Eng v Lin Choo Mee	Singapore High Court	Yes	[2019] 1 SLR 414	Singapore	The defendants relied on this case to argue that an obligation to “do all that may be necessary” in effect imposes only a duty to take all reasonable endeavours or best endeavours to discharge one’s contractual obligations.
Travista Development Pte Ltd v Tan Kim Swee Augustine	Singapore High Court	Yes	[2008] 2 SLR(R) 474	Singapore	The defendants relied on this case as authority to the effect that a duty is discharged upon their doing everything reasonable in good faith with a view to obtaining the required result within the time allowed.
Audi Construction Pte Ltd v Kian Hiap Construction Pte Ltd	Singapore Court of Appeal	Yes	[2018] 1 SLR 317	Singapore	Cited for the principle that an unequivocal representation is required for waiver by estoppel.
Sri Lanka Omnibus Co v Perera	Privy Council	Yes	[1952] 1 AC 76	United Kingdom	The defendants relied on this case to argue that the plaintiffs have obtained specific performance and are therefore no longer entitled to claim for diminution in the value of the shares.
City Securities Pte Ltd (in liquidation) v Associated Management Services Pte Ltd	Singapore Court of Appeal	Yes	[1996] 1 SLR(R) 410	Singapore	Cited for the principle that in a contract for the sale of shares the measure of damages upon a breach by the purchaser is the difference between the contract price and the market price at the date of the breach.
Sunny Metal & Engineering Pte Ltd v Ng Khim Ming Eric	Singapore Court of Appeal	Yes	[2007] 3 SLR(R) 782	Singapore	Cited for the principle of causation in fact and causation in law.
Judah Value Activist Fund v Open Faith Investment Ltd	Singapore International Commercial Court	Yes	[2021] SGHC(I) 7	Singapore	The defendants relied on this case to argue that there is no causal link between their failure to transfer the company’s shares by the contractually stipulated deadline and the decline in the company’s share value.
Out of the Box Pte Ltd v Wanin Industries Pte Ltd	Singapore Court of Appeal	Yes	[2013] 2 SLR 363	Singapore	Cited for the principles of remoteness in Hadley v Baxendale.
Hadley v Baxendale	Court of Exchequer	Yes	(1854) 9 Exch 341	England and Wales	Cited for the principles of remoteness.
Payzu v Saunders	English Court of Appeal	Yes	[1918–19] All ER Rep 219	England and Wales	Cited for the principle that the duty to mitigate may in certain cases require an innocent party to accept an offer by the breaching party.
Strutt v Whitnell	England and Wales High Court	Yes	[1975] 1 WLR 870	England and Wales	Cited for the principle that the duty to mitigate may in certain cases require an innocent party to accept an offer by the breaching party.
The “Asia Star”	Singapore High Court	Yes	[2010] 2 SLR 1154	Singapore	Cited for the principle that a party must take all reasonable steps to mitigate its losses and that it is for the defaulting party to prove that the innocent party claiming damages has failed to mitigate.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act 1893	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Sale and Purchase Agreement
Uzma Shares
Completion Date
Bursa Malaysia
Movement Control Orders
Diminution in Value
Reasonable Endeavours
Specific Performance
Mitigation of Loss
DBT transfer
B5 transfer

15.2 Keywords

breach of contract
share transfer
damages
Uzma Shares
mitigation
Singapore High Court

17. Areas of Law

Area Name	Relevance Score
Breach of Contract	95
Damages	90
Contract Law	85
Performance of Contract	70
Variation	30
Waiver	25
Misrepresentation	10

16. Subjects

Contract Dispute
Share Transfer
Damages Assessment