Chee Yin Meh v Ong Kian Guan: Insolvency Law, Avoidance of Transactions

In the case of Chee Yin Meh v Ong Kian Guan, heard in the Appellate Division of the High Court of Singapore on 12 July 2023, with a decision issued on 27 October 2023, the court considered an appeal by Mdm Chee Yin Meh against the trial judge's decision regarding several transactions challenged by the trustees in bankruptcy of her husband, Mr. Fan Kow Hin. The trustees claimed that Mr. Fan had entered into these transactions to put assets out of reach of his creditors. The court dismissed Mdm Chee's appeal, upholding the trial judge's findings that certain transactions were fraudulent conveyances and transactions at undervalue.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Insolvency

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal concerning transactions challenged by trustees in bankruptcy. The court dismissed the appeal, upholding the trial judge's findings of fraudulent conveyance.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Chee Yin MehAppellantIndividualAppeal DismissedLost
Ong Kian GuanRespondentIndividualSuccessful Defence of AppealWon
Khor Boon HongRespondentIndividualSuccessful Defence of AppealWon
Goh Yeow Kiang VictorRespondentIndividualSuccessful Defence of AppealWon

3. Judges

Judge NameTitleDelivered Judgment
Kannan RameshJudge of the Appellate DivisionNo
Debbie Ong Siew LingJudge of the Appellate DivisionNo
Andre ManiamJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Goh Kok LeongAng & Partners
Fu Xiangming MaxAng & Partners
Navin Kumar s/o Tamil SelvanAng & Partners
Chan Chee Yin AndrewAllen & Gledhill LLP
Tay Yu XiAllen & Gledhill LLP
Chew Jing WeiAllen & Gledhill LLP
Yeo Alexander Lawrence Han TiongAllen & Gledhill LLP
Edwin Teong Ying KeatAllen & Gledhill LLP
Lee Suet Yean CherlynAllen & Gledhill LLP

4. Facts

  1. Mr. Fan transferred 58 shares in OOL to Mdm Chee for $1.
  2. Mr. Fan transferred $782,314.83 to Mdm Chee.
  3. Mr. Fan sold 1.25m IHC bonds to OOL for $850,000.
  4. OOL made a profit of $420,000 when the bonds were redeemed with interest 14 days later.
  5. Mr. Fan transferred $850,000 to Mdm Chee without consideration.
  6. Mdm Chee and Mr. Fan admitted to creating and backdating the SLA and SAMP.
  7. The POASL was disclosed for the first time in April 2019.

5. Formal Citations

  1. Chee Yin Meh v Ong Kian Guan and others, Civil Appeal No 112 of 2022, [2023] SGHC(A) 33

6. Timeline

DateEvent
Mr Fan was allotted 58 shares in One Organisation Limited
Purported date of the Agreement for Securities Lending, the Shareholders Agreement for Minority Protection, and the Points of Agreement for Securities Lending
International Healthway Corporation Limited was listed
Mr Fan transferred his ownership of One Organisation Private Limited to Gateway Plus Limited
Chee Yin Meh and Mr Fan created and signed the Agreement for Securities Lending and the Shareholders Agreement for Minority Protection
One Organisation Limited paid Mr Fan $850,000 for IHC bonds
Mr Fan sold 1.25m IHC bonds to One Organisation Limited for $850,000 and transferred $850,000 to Mdm Chee
Sale of 22.4 million IHC shares by Hong Leong Finance
Points of Agreement for Securities Lending disclosed by Mdm Chee
Mdm Chee admitted that the Agreement for Securities Lending and the Shareholders Agreement for Minority Protection were null, void and devoid of legal effect
Appeal heard
Decision issued

7. Legal Issues

  1. Fraudulent Conveyance
    • Outcome: The court upheld the trial judge's finding that the transfer of shares and funds constituted fraudulent conveyances.
    • Category: Substantive
  2. Transactions at Undervalue
    • Outcome: The court upheld the trial judge's finding that the transfer of shares and funds constituted transactions at an undervalue.
    • Category: Substantive
  3. Sham Agreements
    • Outcome: The court agreed with the trial judge's finding that the Points of Agreement for Securities Lending (POASL) was a sham agreement.
    • Category: Substantive

8. Remedies Sought

  1. Recovery of assets transferred at an undervalue
  2. Reversal of fraudulent conveyances

9. Cause of Actions

  • Fraudulent Conveyance
  • Transaction at Undervalue

10. Practice Areas

  • Insolvency Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chee Yin Meh v Sim Guan Seng and othersHigh CourtYes[2023] 3 SLR 590SingaporeThe judgment under appeal; the appellate court upheld the trial judge's decision.
Thahir Kartika Ratna v PT Pertambangan Minyak dan Gas Bumi Negara (Pertamina)Court of AppealYes[1994] 3 SLR(R) 312SingaporeCited for the principle that a notice of appeal must be served on all parties who have an interest in the appeal.

13. Applicable Rules

Rule Name
Order 19 Rule 25 of the Rules of Court 2021

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Fraudulent conveyance
  • Transaction at undervalue
  • Insolvency
  • Sham agreement
  • Backdating
  • Trustees in bankruptcy
  • Points of Agreement for Securities Lending
  • Agreement for Securities Lending
  • Shareholders Agreement for Minority Protection
  • International Healthway Corporation Limited Dividend Agreement

15.2 Keywords

  • Insolvency
  • Fraudulent Conveyance
  • Transaction at Undervalue
  • Singapore
  • Appeal
  • Bankruptcy

17. Areas of Law

Area NameRelevance Score
Insolvency Law95
Avoidance of transfer90
Avoidance of transactions90
Undervalue Transaction85
Unfair preferences80
Fraudulent Conveyance75
Judgments and Orders40
Civil Procedure30

16. Subjects

  • Insolvency Law
  • Bankruptcy
  • Civil Procedure