Terigi v Hook: Breach of Contract, Share Transfer, and Employment Agreement Dispute

In Terigi, Morgan Bernard Jean and others v Hook, Laurence, the Appellate Division of the High Court of Singapore heard a civil appeal regarding a dispute among the founders of Incomlend Pte Ltd. The central issue was whether the transfer of Mr. Hook's shares to Mr. Terigi and Mr. Kouchnirenko was lawful, based on breaches of shareholders' deeds and a founders' agreement. The court allowed the appeal in part, finding that Mr. Hook breached the 1st Shareholders' Deed by not signing an employment agreement, which affected his entitlement to the shares. The court did not grant the transfer declaration.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Appeal Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Share transfer dispute involving Incomlend's founders. The court found Hook breached the 1st Shareholders' Deed by not signing an employment agreement, impacting share entitlement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Terigi, Morgan Bernard JeanAppellantIndividualAppeal Allowed in PartPartial
Kouchnirenko, Dmitri VladimirovitchAppellantIndividualAppeal Allowed in PartPartial
Incomlend Pte LtdAppellantCorporationAppeal Allowed in PartPartial
Hook, LaurenceRespondentIndividualCounterclaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJudge of the Court of AppealNo
Kannan RameshJudge of the Appellate DivisionYes
Hoo Sheau PengJudge of the High CourtNo

4. Counsels

Counsel NameOrganization
Lee Sien Liang JosephLVM Law Chambers LLC
Thong Ying XuanLVM Law Chambers LLC
Qabir Singh SandhuLVM Law Chambers LLC
Christopher BridgesChristopher Bridges Law Corporation
Tan Siang Teck KennethChristopher Bridges Law Corporation

4. Facts

  1. Mr. Terigi and Mr. Kouchnirenko conceptualized Incomlend in October 2015.
  2. Mr. Hook was invited to join Incomlend in late 2015, while working at HSBC.
  3. Incomlend was incorporated on 14 January 2016.
  4. The Founders agreed in April 2016 to relocate to Singapore and become full-time employees.
  5. Mr. Hook received 20,000 shares in Incomlend around April 2016.
  6. The 1st Shareholders’ Deed was signed on 29 August 2016, requiring the Founders to sign employment agreements.
  7. Mr. Hook did not sign his employment agreement by the stipulated date of 1 August 2016.
  8. The 2nd Shareholders’ Deed was signed on 30 June 2017.
  9. Mr. Hook took sabbatical leave from HSBC from 5 July 2017.
  10. Mr. Terigi and Mr. Kouchnirenko forced a sale of Mr. Hook’s shares on 13 February 2018.

5. Formal Citations

  1. Terigi, Morgan Bernard Jean and others v Hook, Laurence, Civil Appeal No 24 of 2022, [2023] SGHC(A) 3
  2. Terigi, Morgan Bernard Jean and others v Hook, Laurence and another, , [2022] SGHC 9

6. Timeline

DateEvent
Incomlend was first conceptualised.
Mr. Terigi sent an e-mail to Mr. Kouchnirenko introducing Mr. Hook.
Incomlend was incorporated.
Founders agreed to relocate to Singapore and assume full-time employment.
Mr. Hook received 20,000 shares in Incomlend.
Mr. Terigi was to enter into the Employment Agreement.
Mr. Kouchnirenko and Mr. Hook were to enter into the Employment Agreement.
The 1st Shareholders’ Deed was signed.
Mr. Kouchnirenko was appointed director.
Conversation over Slack regarding Mr. Hook's relocation to Singapore.
The Founders’ Agreement was finalised and signed.
Mr Hook was to dedicate himself to Incomlend full-time.
Trigger Event was not to be committed by Mr. Hook.
The 2nd Shareholders’ Deed was signed.
First salary payment made to Mr. Hook's wife.
Mr. Hook took sabbatical leave from HSBC.
Mr. Hook’s father was appointed a director of Incomlend.
Meeting where it was observed that Mr. Hook was in breach of the Founders’ Agreement and a shareholder agreement.
Final salary payment made to Mr. Hook's wife.
Mr Hook was to be permanently present in Singapore.
Mr. Terigi sent a consultancy agreement to Mr. Hook.
Mr. Terigi sent an e-mail to Mr. Hook alleging breaches of the Agreements.
Mr. Terigi sent another e-mail to Mr. Hook stating that he was deemed to have offered to transfer his shares.
The Appellants forced a sale of Mr. Hook’s shares.
Appellants commenced action against Mr. Hook and his wife.
Judge declined to grant the Appellants the declaratory relief they sought, and allowed Mr. Hook’s counterclaim.
Hearing date.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Mr. Hook breached the 1st Shareholders' Deed by not signing the employment agreement.
    • Category: Substantive
    • Sub-Issues:
      • Failure to sign employment agreement
      • Failure to fulfill obligations under shareholders' deed
  2. Waiver
    • Outcome: The court found that the Appellants did not waive their rights under the 1st Shareholders' Deed.
    • Category: Substantive
  3. Estoppel
    • Outcome: The court found that the Appellants were not estopped from claiming breach of contract.
    • Category: Substantive

8. Remedies Sought

  1. Declarations
  2. Damages
  3. Restitution

9. Cause of Actions

  • Breach of Contract
  • Breach of Shareholders' Agreement

10. Practice Areas

  • Commercial Litigation
  • Corporate Law
  • Contract Disputes

11. Industries

  • Financial Technology

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Aero-Gate Pte Ltd v Engen Marine Engineering Pte LtdHigh CourtYes[2013] 4 SLR 409SingaporeCited for the principle that estoppel requires a clear and unequivocal promise.
LW Infrastructure Pte Ltd v Lim Chin San Contractors Pte LtdHigh CourtYes[2011] 4 SLR 477SingaporeCited for the principle that the termination of a contract does not affect rights which have been accrued before termination.
Audi Construction Pte Ltd v Kian Hiap Construction Pte LtdHigh CourtYes[2018] 1 SLR 317SingaporeCited for the requirements to establish waiver by election.
Lee Chee Wei v Tan Hor Peow VictorHigh CourtYes[2007] 3 SLR(R) 537SingaporeCited for the principle that the effect of an entire agreement clause will depend much on its precise wording and context.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Shareholders' Deed
  • Founders' Agreement
  • Employment Agreement
  • Full-time Employment
  • Giveaway Mechanism
  • Accrued Rights
  • Entire Agreement Clause
  • Competing Business
  • Waiver
  • Estoppel

15.2 Keywords

  • contract
  • share transfer
  • employment
  • shareholder
  • agreement
  • breach
  • Incomlend
  • estoppel
  • waiver

17. Areas of Law

Area NameRelevance Score
Contract Law90
Shareholders Agreement75
Estoppel60
Waiver50
Company Law50
Corporate Law30
Fiduciary Duty25

16. Subjects

  • Contract Law
  • Corporate Governance
  • Shareholder Rights