Tan Siew Hui v Lim Lai Soon: Beneficial Ownership of Shares in Family-Owned Companies

In Tan Siew Hui v Lim Lai Soon, the Appellate Division of the High Court of Singapore heard appeals regarding the beneficial ownership of shares in several family-owned companies (Friendlypack Sdn Bhd, Duramin Sdn Bhd, Friendlypack (S) Pte Ltd, and Friendly Pack (Thailand) Co Ltd) following divorce proceedings between Lim Lai Soon and Tan Hong Sin. Lim Lai Soon sought a declaration that Tan Hong Sin was the beneficial owner of the shares. The court dismissed the appeals in respect of Friendlypack Sdn Bhd, Friendlypack (S) Pte Ltd and Duramin Sdn Bhd. The appeals were allowed in part in relation to the beneficial ownership of Friendly Pack (Thailand) Co Ltd. The court held that Tan Hong Sin is the beneficial owner of 45% of the shares in Friendly Pack (Thailand) Co Ltd, rather than 49%.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Appeals dismissed in part and allowed in part. The court varied the decision below in that it granted a declaration that Johnny is the beneficial owner of 45% of the shares and not 49% in FP Thailand.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court case regarding the beneficial ownership of shares in family-owned companies after divorce proceedings. The court determined the beneficial ownership of shares.

1.7 Decision Date

9 October 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Siew Hui	Appellant	Individual	Appeal dismissed in part	Lost	Khoo Kah Lip Michael SC of Michael Khoo & Partners Low Miew Yin Josephine of Michael Khoo & Partners
Lim Lai Soon	Respondent	Individual	Orders upheld in entirety	Won	Lok Vi Ming SC of LVM Law Chambers LLC Clara Lim Ai Ying of LVM Law Chambers LLC Qabir Singh Sandhu of LVM Law Chambers LLC
Tan Hong Sin	Appellant	Individual	Appeal dismissed in part	Lost	Low Ziron of Wong Tan & Molly Lim LLC Ling Daw Hoang Philip of Wong Tan & Molly Lim LLC Chua Cheng Yew of Wong Tan & Molly Lim LLC
Koh Choon Heong	Respondent	Individual	Orders upheld in entirety	Neutral	Sam Hui Min Lisa of Lisa Sam & Company
Philip Tan Pei Yeanz	Appellant	Individual	Orders upheld in entirety	Neutral	Low Ziron of Wong Tan & Molly Lim LLC Ling Daw Hoang Philip of Wong Tan & Molly Lim LLC Chua Cheng Yew of Wong Tan & Molly Lim LLC
Friendlypack Sdn Bhd	Defendant	Corporation	Orders upheld in entirety	Neutral
Duramin Sdn Bhd	Defendant	Corporation	Orders upheld in entirety	Neutral
Friendlypack (S) Pte Ltd	Defendant	Corporation	Orders upheld in entirety	Neutral
Friendly Pack (Thailand) Co Ltd	Defendant	Corporation	Appeal allowed in part	Partial

3. Judges

Judge Name	Title	Delivered Judgment
Woo Bih Li	Judge of the Appellate Division	No
Valerie Thean	Judge of the High Court	Yes
Quentin Loh	Senior Judge	No

4. Counsels

Counsel Name	Organization
Khoo Kah Lip Michael SC	Michael Khoo & Partners
Low Miew Yin Josephine	Michael Khoo & Partners
Lok Vi Ming SC	LVM Law Chambers LLC
Clara Lim Ai Ying	LVM Law Chambers LLC
Qabir Singh Sandhu	LVM Law Chambers LLC
Low Ziron	Wong Tan & Molly Lim LLC
Ling Daw Hoang Philip	Wong Tan & Molly Lim LLC
Chua Cheng Yew	Wong Tan & Molly Lim LLC
Sam Hui Min Lisa	Lisa Sam & Company

4. Facts

Tan Hong Sin set up Friendlypack Sdn Bhd with the help of his father and extended family.
Lim Lai Soon initiated divorce proceedings against Tan Hong Sin.
Disagreement arose over whether shares in the Companies formed part of the pool of matrimonial assets.
Lim Lai Soon filed Suit 704 seeking declaratory relief that Tan Hong Sin is the beneficial owner of all the shares in the Companies.
Two appeals ensued regarding the beneficial ownership of the shares of the Companies.
Johnny made two share transfers of shares in FP Malaysia and in Duramin to Mary two weeks after Suit 704 was filed.
The Judge disregarded the 25 July 2018 transfers of shares from Johnny to Mary.

5. Formal Citations

Tan Siew Hui v Lim Lai Soon and others and another appeal, Civil Appeal No 74 of 2022 and 77 of 2022, [2023] SGHC(A) 32

6. Timeline

Date	Event
1993-01-16	Tan Hong Sin and Lim Lai Soon married.
2000-09-01	Friendlypack Sdn Bhd incorporated.
2004-01-01	Friendly Pack (Thailand) Co Ltd first incorporated.
2005-04-27	Friendlypack (S) Pte Ltd acquired.
2009-07-03	Duramin Sdn Bhd acquired.
2017-06-22	Divorce proceedings initiated by Lim Lai Soon.
2018-01-09	Interim judgment granted in divorce proceedings.
2018-07-12	Suit 704 filed by Lim Lai Soon.
2018-07-25	Share transfers made by Johnny to Mary.
2018-09-24	Mdm Teo transferred shares in FP Malaysia to Philip.
2018-12-18	Mareva injunction granted against Johnny.
2019-09-20	Mareva injunction granted against Mary.
2022-08-04	Judge ordered indemnity costs to be paid by Mary and Johnny to Mdm Lim.
2023-07-17	Judgment reserved.
2023-10-10	Judgment delivered.

7. Legal Issues

Beneficial Ownership of Shares
- Outcome: The court determined the beneficial ownership of shares in several family-owned companies.
- Category: Substantive
Resulting Trust
- Outcome: The court considered whether a presumption of resulting trust arose in favour of FP Malaysia when it paid for the acquisition costs of FP Singapore.
- Category: Substantive
Burden of Proof
- Outcome: The court clarified the burden of proof in alleging a beneficial interest beyond the legal shareholding.
- Category: Procedural
Indemnity Costs
- Outcome: The court upheld the order for indemnity costs against Johnny and Mary due to their conduct of the case.
- Category: Procedural

8. Remedies Sought

Declaration of Beneficial Ownership

9. Cause of Actions

Declaratory Relief

10. Practice Areas

Commercial Litigation
Trust Litigation

11. Industries

Manufacturing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Lim Lai Soon v Tan Hong Sin and others	High Court	No	[2022] SGHC 289	Singapore	This is the judgment being appealed from, so it is highly relevant.
Karaha Bodas Co LLC v Pertamina Energy Trading Ltd and another appeal	Court of Appeal	No	[2006] 1 SLR(R) 112	Singapore	Cited for the general proposition that any person whose interests might be affected by a declaration should be before the court.
Aavanti Offshore Pte Ltd (in creditors’ voluntary liquidation) v Bab Al Khail General Trading and another	High Court	No	[2020] SGHC 50	Singapore	Cited for the general proposition that any person whose interests might be affected by a declaration should be before the court.
Chan Yuen Lan v See Fong Mun	Court of Appeal	Yes	[2014] 3 SLR 1048	Singapore	Frames the legal context of these appeals regarding beneficial interest.
Lau Siew Kim v Yeo Guan Chye Terence and another	High Court	Yes	[2008] 2 SLR(R) 108	Singapore	Cited regarding the burden of proof in alleging a beneficial interest beyond the legal shareholding.
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International), Singapore Branch v Motorola Electronics Pte Ltd	Court of Appeal	Yes	[2011] 2 SLR 63	Singapore	Cited to affirm the distinction between the legal and evidential burden of proof.
Kotagaralahalli Peddappaiah Nagaraja v Moussa Salem and others	High Court	No	[2023] SGHC 6	Singapore	Cited regarding presumption of resulting trust.
FanmailUK.com Ltd and others v Cooper and others	N/A	Yes	[2008] All ER (D) 183	England and Wales	Cited regarding the court having regard to the true economic substance of the parties’ transaction seen in its wider context.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Beneficial Ownership
Resulting Trust
Share Transfers
Matrimonial Assets
Family Enterprises

15.2 Keywords

beneficial ownership
shares
trust
divorce
family business
Singapore
Friendlypack
Duramin

17. Areas of Law

Area Name	Relevance Score
Beneficial Ownership	90
Trust Law	80
Company Law	75
Matrimonial Assets Division	60
Property Law	40
Family Law	30
Contract Law	20
Evidence Law	20

16. Subjects

Trusts
Companies
Family Law
Shareholder Rights