Oon Swee Gek v Violet Oon Inc: Share Valuation & Costs in Oppression Claim

In Oon Swee Gek, Tay Su-Lyn, and Tay Yiming v Violet Oon Inc. Pte. Ltd., Murjani Manoj Mohan, and Group MMM Pte. Ltd., the Singapore High Court addressed outstanding issues regarding the valuation of shares and allocation of costs following an oppression claim. The court determined factors for the independent valuer to consider, including marketability discount and control premium, and awarded costs to the claimants, finding they had substantially succeeded in their claim. The court disallowed expert fees related to valuation at the liability stage.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Claimants awarded costs; valuer to consider marketability discount and control premium.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Judgment on share valuation and costs after oppression claim. Court orders sale of shares and determines factors for valuation and cost allocation.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Oon Swee GekClaimantIndividualCosts awardedWon
Tay Su-LynClaimantIndividualCosts awardedWon
Tay YimingClaimantIndividualCosts awardedWon
Violet Oon Inc. Pte. Ltd.DefendantCorporationNominal PartyNeutral
Murjani Manoj MohanDefendantIndividualCosts payableLost
Group MMM Pte. Ltd.DefendantCorporationCosts payableLost

3. Judges

Judge NameTitleDelivered Judgment
Philip JeyaretnamJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Meryl Koh JunningDrew & Napier LLC
Justin Lai Wen-JinDrew & Napier LLC
Shahera SafrinDrew & Napier LLC
Jacinth Teo Ying EnDrew & Napier LLC
Chew Xizhi StephanieTSMP Law Corporation
Thio Shen Yi SCTSMP Law Corporation
Phoon WueiTSMP Law Corporation
Fu Wei Jun NicholasTSMP Law Corporation

4. Facts

  1. Claimants owned 50% shareholding in Violet Oon Inc Pte Ltd.
  2. Second defendant acquired 50% shareholding in 2014.
  3. Relationship between claimants and second defendant broke down.
  4. Claimants sought order compelling sale of third defendant’s shares.
  5. Claimants sought winding-up order as an alternative.
  6. Court ordered third defendant to sell shares to claimants.
  7. Parties disagreed on terms of valuation and costs.

5. Formal Citations

  1. Oon Swee Gek and others v Violet Oon Inc Pte Ltd and others and another matter, Originating Claim No 301 of 2022, [2024] SGHC 170

6. Timeline

DateEvent
Second defendant acquired a 50% shareholding in the Company.
Claimants concluded certain agreements with the defendants.
Claimants instituted two legal actions.
Originating Claim No 301 of 2022 filed.
Companies Winding Up No 195 of 2022 filed.
Civil trial began.
Civil trial ended.
Decision rendered in Oon Swee Gek and others v Violet Oon Inc Pte Ltd and others and other matter [2024] SGHC 13.
Parties filed written submissions on outstanding issues.
Hearing held regarding valuation and costs.
Parties sent letters to court regarding valuer appointment.
Judgment reserved.

7. Legal Issues

  1. Valuation of Shares
    • Outcome: Valuer may consider discount for lack of marketability and premium for control.
    • Category: Substantive
    • Sub-Issues:
      • Discount for lack of marketability
      • Premium for control
    • Related Cases:
      • [2020] 1 SLR 275
      • [2021] 1 SLR 497
      • [1984] 1 Ch 419
  2. Costs
    • Outcome: Claimants awarded costs, expert fees disallowed.
    • Category: Procedural
    • Related Cases:
      • [1994] 2 SLR(R) 501
      • [2011] 2 SLR 343
      • [2011] 1 SLR 582
      • [2004] EWCA Civ 576

8. Remedies Sought

  1. Order for sale of shares
  2. Winding-up order
  3. Costs

9. Cause of Actions

  • Oppression
  • Breach of Shareholders Agreement

10. Practice Areas

  • Commercial Litigation
  • Shareholder Disputes

11. Industries

  • Food and Beverage

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Oon Swee Gek and others v Violet Oon Inc Pte Ltd and others and other matterHigh CourtYes[2024] SGHC 13SingaporeRefers to the earlier decision on the merits of the oppression claim.
Liew Kit Fah and others v Koh Keng Chew and othersSingapore Law ReportsYes[2020] 1 SLR 275SingaporeCited for the principle that illiquidity and non-marketability may reduce the value of a shareholding.
Feen, Bjornar and others v Viking Engineering Pte Ltd and another appeal and another matterCourt of AppealYes[2021] 1 SLR 497SingaporeCited for the principle that the court's task is to fix the minority's shares at a price that is fair, just and equitable as between the parties.
In re Bird Precision Bellows LtdChancery DivisionYes[1984] 1 Ch 419EnglandCited for the principle of valuing shares in a quasi-partnership without discount for an unwilling vendor.
Tullio Planeta v Maoro Andrea GSingapore Law Reports (Reissue)Yes[1994] 2 SLR(R) 501SingaporeCited for the principle that a successful party should not be deprived of costs just because they failed on some issues unless they acted improperly or unreasonably.
Mohamed Amin bin Mohamed Taib and others v Lim Choon Thye and othersSingapore Law ReportsYes[2011] 2 SLR 343SingaporeCited for the principle that costs may be reduced if a party raises unnecessary claims or issues that prolong proceedings.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties)Singapore Law ReportsYes[2011] 1 SLR 582SingaporeCited for the principle that costs may be reduced if a party raises plainly unsustainable, unmeritorious, or unreasonable issues that were put forward and argued at length.
Halsey v Milton Keynes General NHS Trust; Steel v JoyEngland and Wales Court of Appeal (Civil Division)Yes[2004] EWCA Civ 576England and WalesCited for the principle that mediation is not a panacea and the question of whether a party has acted unreasonably in refusing alternative dispute resolution must be determined having regard to all the circumstances of the particular case.

13. Applicable Rules

Rule Name
Appendix G of Supreme Court Practice Directions 2021

14. Applicable Statutes

Statute NameJurisdiction
Companies Act 1967Singapore
Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Fair value
  • Equitable value
  • Marketability discount
  • Control premium
  • Oppression
  • Winding-up
  • Costs
  • Disbursements

15.2 Keywords

  • share valuation
  • oppression
  • minority shareholders
  • costs
  • winding up
  • Singapore
  • company law

17. Areas of Law

Area NameRelevance Score
Minority Oppression95
Undue Influence80
Winding Up70
Commercial Disputes60
Costs50
Corporate Law40
Contractual terms30

16. Subjects

  • Company Law
  • Share Valuation
  • Civil Procedure
  • Costs