Liang Xihong v Loong Soo Min: Oppression, Breach of Trust, Conspiracy & Accessory Liability

In a dispute between divorced parties Liang Xihong (Sandy) and Loong Soo Min (Sam), the General Division of the High Court heard two suits together. Suit 275, brought by Sandy against Sam and Yangbum Engineering Pte Ltd, alleged oppression under the Companies Act, seeking an order for Sam to buy her shares in Yangbum. Suit 345, brought by Sam against Sandy, Zhang Shengqiang, and Ace Class Precision Engineering Pte Ltd, Apex Precision Engineering Pte Ltd, and Qing Lian Precision Pte Ltd, claimed breach of trust, dishonest assistance, conspiracy to injure, and wrongful withdrawal of funds. The court dismissed all claims in both suits, finding no evidence of oppression, breach of trust, conspiracy, or wrongful withdrawal. The court found Sandy's credibility as a witness to be lacking.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Claims in Suit 275 and Suit 345 are dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Divorcees Sandy and Sam litigate over Yangbum Engineering and related companies. The court dismisses claims of oppression, breach of trust, conspiracy, and wrongful withdrawal.

1.7 Decision Date

30 March 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Liang Xihong	Plaintiff, Respondent	Individual	Claims Dismissed	Lost	Thio Shen Yi SC of TSMP Law Corporation Nguyen Vu Lan of TSMP Law Corporation Kelvin Koh of TSMP Law Corporation Eugene Neo of TSMP Law Corporation
Loong Soo Min	Defendant, Plaintiff	Individual	Claims Dismissed	Lost	Harish Kumar of Rajah & Tann Singapore LLP Low Weng Hong of Rajah & Tann Singapore LLP Tng Sheng Rong of Rajah & Tann Singapore LLP Marissa Zhao of Rajah & Tann Singapore LLP
Yangbum Engineering Pte Ltd	Defendant	Corporation	Partial Win	Partial	Thio Shen Yi SC of TSMP Law Corporation Nguyen Vu Lan of TSMP Law Corporation Kelvin Koh of TSMP Law Corporation Eugene Neo of TSMP Law Corporation
Zhang Shengqiang	Defendant	Individual	Won	Won	Harish Kumar of Rajah & Tann Singapore LLP Low Weng Hong of Rajah & Tann Singapore LLP Tng Sheng Rong of Rajah & Tann Singapore LLP Marissa Zhao of Rajah & Tann Singapore LLP
Ace Class Precision Engineering Pte Ltd	Defendant	Corporation	Claims Dismissed	Dismissed	Michael Palmer of Quahe Woo & Palmer LLC Keith Lim of Quahe Woo & Palmer LLC Wu Siyue of Quahe Woo & Palmer LLC
Apex Precision Engineering Pte Ltd	Defendant	Corporation	Claims Dismissed	Dismissed	Michael Palmer of Quahe Woo & Palmer LLC Keith Lim of Quahe Woo & Palmer LLC Wu Siyue of Quahe Woo & Palmer LLC
Qing Lian Precision Pte Ltd	Defendant	Corporation	Claims Dismissed	Dismissed	Michael Palmer of Quahe Woo & Palmer LLC Keith Lim of Quahe Woo & Palmer LLC Wu Siyue of Quahe Woo & Palmer LLC

3. Judges

Judge Name	Title	Delivered Judgment
Chua Lee Ming	Judge	Yes

4. Counsels

Counsel Name	Organization
Thio Shen Yi SC	TSMP Law Corporation
Nguyen Vu Lan	TSMP Law Corporation
Kelvin Koh	TSMP Law Corporation
Eugene Neo	TSMP Law Corporation
Harish Kumar	Rajah & Tann Singapore LLP
Low Weng Hong	Rajah & Tann Singapore LLP
Tng Sheng Rong	Rajah & Tann Singapore LLP
Marissa Zhao	Rajah & Tann Singapore LLP
Michael Palmer	Quahe Woo & Palmer LLC
Keith Lim	Quahe Woo & Palmer LLC
Wu Siyue	Quahe Woo & Palmer LLC

4. Facts

Sandy and Sam were divorced in 2014.
Sandy and Sam retained their respective 50% shareholdings in Yangbum after the divorce.
Sandy held shares in Ace Class, Apex Precision and Qing Lian Precision.
Sam claimed Sandy held shares in Ace Class, Apex Precision and Qing Lian Precision on trust for him.
Sandy withdrew S$188,000 from a joint account with Sam.
Sandy appointed herself and Zhang as directors of the Three Companies.
Sandy passed resolutions to wind up the Three Companies.

5. Formal Citations

Liang Xihong v Loong Soo Min and another and another suit, Suit Nos 275 of 2020 and 345 of 2020, [2023] SGHC 80

6. Timeline

Date	Event
1992-07-01	Sam started a partnership known as Yangbum Industrial Services.
1993-01-01	Sam met Sandy and started dating her.
1994-05-01	Yangbum Industrial Services was dissolved.
1994-06-21	Sam registered a sole proprietorship known as Yangbum Engineering.
1994-07-27	Sam and Sandy were married.
1997-06-19	Sam incorporated Yangbum Engineering Pte Ltd.
2005-09-15	Sandy resigned as a director of Yangbum Engineering Pte Ltd.
2008-07-01	Ace Class Precision Engineering Pte Ltd and Apex Precision Engineering Pte Ltd were incorporated.
2008-07-28	Ken Precision Pte Ltd was incorporated.
2008-10-08	Qing Lian Precision Pte Ltd was incorporated.
2009-10-05	Liang Qing Lian resigned as director of Qing Lian Precision Pte Ltd and transferred her shares to Sandy.
2009-11-09	Sandy ceased to be a director of Qing Lian Precision Pte Ltd.
2010-01-07	Article 87 of Yangbum’s Articles of Association was amended.
2010-02-19	Ooi Tin was appointed as a second director of Ken Precision Pte Ltd.
2014-03-03	Sam and Sandy entered into a Deed of Settlement relating to their divorce, division of assets and maintenance.
2014-05-15	Sandy commenced divorce proceedings against Sam.
2014-07-10	Interim judgment was entered in the divorce proceedings.
2014-10-28	The interim judgment was made final.
2015-04-01	Sandy married Zhang Shengqiang.
2016-12-07	Sam incorporated TL Precision Pte Ltd and SH Precision Pte Ltd.
2018-04-14	Sandy sent a text message to Sam requesting a loan of S$1m from Yangbum to purchase a property.
2018-05-07	Yangbum and Ken Precision made loans of S$800,000 and S$200,000 respectively to Sandy.
2018-10-31	Sandy asked Sam to have the shares in the small companies held in her name transferred to another shareholder.
2018-10-31	Liang Jian transferred his shares in Ken Precision Pte Ltd to Sam.
2018-11-01	Sandy transferred her shares in TL Precision Pte Ltd and SH Precision Pte Ltd to Sam.
2019-03-19	Lai Fatt sent Sandy a photo of 11 boxes of documents.
2019-03-22	Sandy went to Yangbum’s store to take documents belonging to Yangbum, the Three Companies and Ken Precision.
2020-02-24	Sandy withdrew S$188,000 from a joint account with Overseas-Chinese Banking Corporation Limited.
2020-02-24	Sandy filed FC/SUM 550/2020 in D 2222 in which she sought to vary para 3(d)(1) of the IJ.
2020-02-25	Sandy issued a Statutory Demand against Sam for purported non-payment of the sum of S$5.6m under the IJ plus interest.
2020-03-02	Sandy filed MSS 719/2020 to enforce payment of S$1,693,276 being alleged arrears of maintenance for the children under the IJ.
2020-03-02	Sandy’s lawyers issued letters to UOB, CIMB, SCB and OCBC alleging that Sam had forged Sandy’s signatures on cheques drawn on Yangbum’s accounts with the banks.
2020-03-12	Sandy appointed Zhang and herself as directors of the Three Companies.
2020-03-18	Sandy turned up at Yangbum’s office, accompanied by four men, and demanded the financial records of the Three Companies.
2020-03-20	Sandy issued notices of directors’ meetings of the Three Companies to be held on 27 March 2020.
2020-03-25	Sandy commenced S 275.
2020-03-27	The directors’ meetings of the Three Companies were held with Sandy and Zhang in attendance.
2020-03-30	The EGMs of the Three Companies were held and the requisite resolutions to wind up the companies were passed.
2020-04-13	Sam commenced S 345.
2020-06-02	Yangbum demanded repayment of the Yangbum Loan and Ken Precision demanded repayment of the Ken Precision Loan.
2020-06-26	Yangbum commenced HC/S 567/2020 against Sandy for repayment of the Yangbum Loan.
2020-06-26	Ken Precision commenced DC/DC 1500/2020 against Sandy for repayment of the Ken Precision Loan.
2020-07-22	Sandy repaid the Ken Precision Loan.
2020-07-30	Ken Precision discontinued DC 1500.
2020-09-17	Yangbum applied for summary judgment in respect of the Yangbum Loan in S 567.
2020-11-10	The Assistant Registrar granted Yangbum’s application and entered judgment against Sandy.
2021-01-08	The High Court dismissed Sandy’s appeal against the O 14 Judgment.
2021-02-16	Sandy paid the Yangbum Loan.
2021-12-03	The Family Court set aside para 3 of the IJ in its entirety.
2022-06-28	Trial began.
2023-03-31	Judgment reserved.

7. Legal Issues

Oppression
- Outcome: The court found that Sam did not divert Sandy's dividends, forge her signature, or abuse his position as sole director. The court also found that Yangbum was not a quasi-partnership and that Sandy had no legitimate expectation to retain oversight of Yangbum's funds.
- Category: Substantive
- Sub-Issues:
  - Diversion of dividends
  - Forgery of signatures
  - Disproportionate dividends
  - Improper set-offs
  - Breach of legitimate expectations
Breach of Trust
- Outcome: The court found that Sam failed to prove that Sandy held the shares in the Three Companies on trust for him. Accordingly, Sam's claim against Sandy for breach of trust failed.
- Category: Substantive
- Sub-Issues:
  - Liquidation of companies without consent
Accessory Liability
- Outcome: As Sam's claim against Sandy for breach of trust failed, it followed that Sam's claim against Zhang for dishonest assistance also failed.
- Category: Substantive
- Sub-Issues:
  - Dishonest assistance
Conspiracy
- Outcome: The court found that Sam's conspiracy claims failed because he was not able to even prove an agreement between Zhang and Sandy to injure him.
- Category: Substantive
- Sub-Issues:
  - Conspiracy to injure
Wrongful Withdrawal
- Outcome: The court found that Sam failed to prove that Sandy had received S$9.3m more than him in dividends before Sandy made the S$188,000 Withdrawal. Accordingly, Sandy had no obligation to relinquish her interest in the OCBC Joint Account, and the S$188,000 Withdrawal was not wrongful.
- Category: Substantive

8. Remedies Sought

Relief under s 216 of the Companies Act
Order for Sam to buy Sandy's shares in Yangbum
Damages
Equitable Compensation
Declaration that Sandy holds shares on trust for Sam
Order that Sandy transfers shares to Sam
Payment of S$188,000

9. Cause of Actions

Oppression
Breach of Trust
Dishonest Assistance
Conspiracy to Injure
Breach of Contract

10. Practice Areas

Commercial Litigation
Corporate Law
Trusts and Estates
Tort Litigation

11. Industries

Engineering
Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ting Shwu Ping v Scanone Pte Ltd	High Court	Yes	[2017] 1 SLR 95	Singapore	Cited for the definition of a quasi-partnership and the court's ability to consider informal understandings in determining unfair treatment of minority shareholders.
George Raymond Zage III and another v Ho Chi Kwong and another	High Court	Yes	[2010] 2 SLR 589	Singapore	Cited for the elements of a claim in dishonest assistance.
Gimpex Ltd v Unity Holdings Business Ltd and others and another appeal	High Court	Yes	[2015] 2 SLR 686	Singapore	Cited for the elements to constitute unlawful and lawful means conspiracy.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act 1967	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Yangbum Engineering Pte Ltd
Ace Class Precision Engineering Pte Ltd
Apex Precision Engineering Pte Ltd
Qing Lian Precision Pte Ltd
Three Companies
Deed of Settlement
Interim Judgment
Payment by Dividends Agreement
OCBC Joint Account
Dividends Journal
M&E Fees

15.2 Keywords

Oppression
Breach of Trust
Conspiracy
Companies Act
Shareholder Dispute
Singapore
High Court
Divorce
Matrimonial Assets

17. Areas of Law

Area Name	Relevance Score
Company Law	75
Trust Law	65
Breach of Trust	60
Accessory liability	55
Torts	50
Conspiracy	45
Minority Oppression	40
Commercial Disputes	30
Family Law	25

16. Subjects

Companies
Trusts
Torts
Oppression
Breach of Trust
Accessory Liability
Conspiracy