Ho Soo Tong v Ho Soo Fong: Dispute Over Invest Ho Properties Pte Ltd Share Ownership

In Ho Soo Tong v Ho Soo Fong, the General Division of the High Court of Singapore heard a dispute between brothers Ho Soo Tong, Ho Soo Whatt, and Ho Liew Leng (Plaintiffs) and Ho Soo Fong and Ho Soo Kheng (Defendants) over the ownership of shares in Invest Ho Properties Pte Ltd. The Plaintiffs claimed an equal ownership stake in Invest Ho, characterizing it as a family business, while the Defendants asserted sole ownership. The court, presided over by Mavis Chionh Sze Chyi J, found in favor of the Plaintiffs, declaring an express trust existed and granting them a declaration of beneficial ownership of shares in Invest Ho.

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

Brothers dispute ownership of Invest Ho Properties Pte Ltd shares. The court found an express trust existed, granting the plaintiffs a declaration of beneficial ownership.

1.7 Decision Date

5 April 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ho Soo Tong	Plaintiff	Individual	Claim Allowed	Won	Clara Lim Ai Ying of LVM Law Chambers Muk Chen Yeen Jonathan of LVM Law Chambers Sim Puay Jain Edwin of Lexton Law Corporation
Ho Soo Whatt	Plaintiff	Individual	Claim Allowed	Won	Clara Lim Ai Ying of LVM Law Chambers Muk Chen Yeen Jonathan of LVM Law Chambers Sim Puay Jain Edwin of Lexton Law Corporation
Ho Liew Leng @Edwin	Plaintiff	Individual	Claim Allowed	Won	Clara Lim Ai Ying of LVM Law Chambers Muk Chen Yeen Jonathan of LVM Law Chambers Sim Puay Jain Edwin of Lexton Law Corporation
Ho Soo Fong	Defendant	Individual	Claim Dismissed	Lost
Ho Soo Kheng	Defendant	Individual	Claim Dismissed	Lost
Invest Ho Properties Pte. Ltd.	Defendant	Corporation	Neutral	Neutral

3. Judges

Judge Name	Title	Delivered Judgment
Mavis Chionh Sze Chyi	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Clara Lim Ai Ying	LVM Law Chambers
Muk Chen Yeen Jonathan	LVM Law Chambers
Sim Puay Jain Edwin	Lexton Law Corporation

4. Facts

The Plaintiffs and Defendants are brothers involved in a dispute over shares of Invest Ho Properties Pte Ltd.
Plaintiffs claim the five brothers and their nephew have equal ownership stakes in Invest Ho, characterizing it as a family business.
Defendants claim Invest Ho is owned only by the two of them and is not a family business.
Invest Ho was incorporated in Singapore on 4 April 1986.
In 2019, Plaintiffs discovered changes in Invest Ho's shareholding via ACRA records.
Plaintiffs allege an agreement (2012 Agreement) existed where shares in Invest Ho belonged equally to all six brothers, including HAS (deceased) with his shares going to Peng Zuo.
HSF transferred 310,000 shares each to HST, HSW, Edwin and Peng Zuo on 1 March 2017.
Plaintiffs found their 930,000 shares had been transferred to HSF without their knowledge or consent.

5. Formal Citations

Ho Soo Tong and others v Ho Soo Fong and others, Suit No 498 of 2020, [2023] SGHC 90

6. Timeline

Date	Event
1986-04-04	Invest Ho was incorporated
2012-08-07	Company Resolution was documented
2017-03-01	HST transferred 310,000 shares each to HST, HSW, Edwin and Peng Zuo
2018-10-22	HSF lodged transfers of HST’s, HSW’s and Edwin’s shares to HSF
2022-10-04	Trial began
2022-10-11	Trial continued
2022-10-12	Trial continued
2022-10-13	Trial continued
2022-10-18	Trial continued
2022-10-19	Trial continued
2022-12-16	Closing submissions tendered
2023-01-06	Reply submissions tendered
2023-04-06	Judgment reserved

7. Legal Issues

Express Trust
- Outcome: The court found that an express trust existed in favor of the Plaintiffs, such that the Defendants hold on trust for each Plaintiff 416,666.67 shares in Invest Ho.
- Category: Substantive
- Sub-Issues:
  - Certainty of intention
  - Certainty of subject matter
  - Certainty of objects
- Related Cases:
  - [2015] 1 SLR 1097
  - [2016] 5 SLR 372
  - [2019] 5 SLR 366
  - [2022] SGHC 130
Pleadings
- Outcome: The court found that although the Plaintiffs’ pleadings did not expressly mention the doctrine of common intention constructive trust, their pleadings are still sufficient to allow them to mount an alternative claim of common intention constructive trust.
- Category: Procedural
- Related Cases:
  - [2015] 5 SLR 1422
  - [2012] 4 SLR 231
  - [1994] 3 SLR(R) 823
  - [2017] 3 SLR 636
  - [2016] 2 SLR 1
  - [2011] 1 SLR 1263
  - [2016] 2 SLR 118
  - [2009] SGHC 49
  - [2016] 4 SLR 911
  - [2022] 2 SLR 1066
  - [2004] 2 SLR(R) 479
  - [1992] 2 SLR(R) 382

8. Remedies Sought

Declaration of beneficial ownership of shares
Transfer of shares

9. Cause of Actions

Breach of Trust

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Guy Neale and others v Nine Squares Pty Ltd	Court of Appeal	Yes	[2015] 1 SLR 1097	Singapore	Cited for the three certainties that must be present for the creation of an express trust: certainty of intention; certainty of subject matter; and certainty of the objects of the trust.
The State-Owned Company Yugoimport SDPR (also known as Jugoimport-SDPR) v Westacre Investments Inc and other appeals	Court of Appeal	Yes	[2016] 5 SLR 372	Singapore	Cited for the three certainties that must be present for the creation of an express trust: certainty of intention; certainty of subject matter; and certainty of the objects of the trust.
TWG Tea Co Pte Ltd v Murjani Manoj Mohan	Court of Appeal	Yes	[2019] 5 SLR 366	Singapore	Cited for the certainty of intention, requires that there be proof that a trust was intended by the settlor.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another	High Court	Yes	[2015] 5 SLR 1422	Singapore	Cited for the principle that parties are bound by their pleadings, and the court is precluded from deciding on matters that have not been put into issue by the parties.
OMG Holdings Pte Ltd v Pos Ad Sdn Bhd	High Court	Yes	[2012] 4 SLR 231	Singapore	Cited for the principle that parties are bound by their pleadings, and the court is precluded from deciding on matters that have not been put into issue by the parties.
MK (Project Management) Ltd v Baker Marine Energy Pte Ltd	High Court	Yes	[1994] 3 SLR(R) 823	Singapore	Cited for the principle that if a legal result is to be relied on, the legal result does not need to be pleaded specifically.
AAHG, LLC v Hong Hin Kay Albert	High Court	Yes	[2017] 3 SLR 636	Singapore	Cited for the principle that if a legal result is to be relied on, the legal result does not need to be pleaded specifically.
Multistar Holdings Ltd v Geocon Piling & Engineering Pte Ltd	High Court	Yes	[2016] 2 SLR 1	Singapore	Cited for the principle that if a legal result is to be relied on, the legal result does not need to be pleaded specifically.
Management Corporation Strata Title Plan No 2911 v Tham Keng Mun and others	High Court	Yes	[2011] 1 SLR 1263	Singapore	Cited for the principle that if a legal result is to be relied on, the legal result does not need to be pleaded specifically.
SIC College of Business and Technology Pte Ltd v Yeo Poh Siah and others	High Court	Yes	[2016] 2 SLR 118	Singapore	Cited for the underlying consideration of the law of pleadings is to prevent surprises from arising at trial.
Lu Bang Song v Teambuild Construction Pte Ltd and another and another appeal	High Court	Yes	[2009] SGHC 49	Singapore	Cited for the underlying consideration of the law of pleadings is to prevent surprises from arising at trial.
Shi Wen Yue v Shi Minjiu and another	High Court	Yes	[2016] 4 SLR 911	Singapore	Cited for the principle that the pleadings disclose – at the minimum – the material facts which support the cause of action relied on.
Wei Ho-Hung v Lyu Jun	High Court	Yes	[2022] 2 SLR 1066	Singapore	Cited for the principle that a court may not make a finding or give a decision based on facts not pleaded and a finding or decision so made will be set aside.
China Construction (South Pacific) Development Co Pte Ltd v Shao Hai	High Court	Yes	[2004] 2 SLR(R) 479	Singapore	Cited for the principle that a court may not make a finding or give a decision based on facts not pleaded and a finding or decision so made will be set aside.
Multi-Pak Singapore Pte Ltd (in receivership) v Intraco Ltd and others	High Court	Yes	[1992] 2 SLR(R) 382	Singapore	Cited for the principle that facts material to a party’s claim or a party’s defence must be pleaded.
Malayan Banking Bhd v ASL Shipyard Pte Ltd and others	High Court	Yes	[2019] SGHC 61	Singapore	Cited for the principle that a court has the discretion to permit an unpleaded point to be raised, this happens primarily where no prejudice is caused to the other party in the trial or where it would be clearly unjust for the court not to give its permission.
Lau Yaw Ben v Lau Ween Hion and another	High Court	Yes	[2022] SGHC 130	Singapore	Cited for the court found that there was no express trust created in the plaintiff’s favour over the disputed property, as the plaintiff had failed to adduce any evidence in writing to support a declaration of such a trust.

13. Applicable Rules

Rule Name
Rules of Court

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court	Singapore
Supreme Court of Judicature Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Invest Ho Properties Pte Ltd
Shares
Express trust
Beneficial ownership
2012 Agreement
Share transfer
Family business
Company Resolution

15.2 Keywords

Trust
Shares
Family Dispute
Singapore
Property
Ownership

17. Areas of Law

Area Name	Relevance Score
Trust Law	75
Civil Procedure	60
Company Law	50
Contract Law	30
Commercial Disputes	25

16. Subjects

Trust Law
Shareholder Disputes
Family Business Law