Ng Chee Tian v Ng Chee Pong: Unjust Enrichment, Limitation Act & Proprietary Remedies Dispute
In Ng Chee Tian and Ng Chee Seng v Ng Chee Pong, Ng Phek Cheng, and East Asia Trading Company (Private) Limited, the General Division of the High Court of Singapore heard an appeal against the decision to strike out claims related to a 2014 share transfer. The court dismissed the appeal, holding that unjust enrichment is an interstitial cause of action and unavailable when other conventional causes of action exist, even if time-barred. The court also rejected proprietary remedies for unjust enrichment claims. The primary claim was related to shares transferred from the deceased to the 1st defendant, and the claimants sought restitution of dividends and a declaration that the transfer was void.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Appeal dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismisses appeal, holding unjust enrichment unavailable due to existing causes of action barred by limitation. Proprietary remedies in unjust enrichment rejected.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ng Chee Tian | Claimant | Individual | Claim Dismissed | Lost | |
| Ng Chee Seng | Claimant | Individual | Claim Dismissed | Lost | |
| Ng Chee Pong | Defendant | Individual | Claim Dismissed | Won | |
| Ng Phek Cheng | Defendant | Individual | Claim Dismissed | Won | |
| East Asia Trading Company (Private) Limited | Defendant | Corporation | Claim Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Mohamed Faizal | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- The 1st and 2nd claimants and the 1st and 2nd defendants are four of the children of the late Ng Piak Mong.
- The deceased passed away on 11 May 2021 at 95 years old.
- All four parties to the proceedings are beneficiaries of the deceased’s will dated 26 July 2017.
- The 3rd defendant, East Asia Trading Company (Private) Limited, is a company incorporated in Singapore that was founded by the deceased.
- In October or November 2014, 700,000 shares in EATCO were transferred from the deceased to the 1st defendant.
- The claimants allege the deceased signed the share transfer document without knowing what he was signing.
- The 1st defendant received $4.1m in dividends, of which $3.5m was for the 700,000 EATCO shares that are the subject of the 2014 transfer.
5. Formal Citations
- Ng Chee Tian and another v Ng Chee Pong and others, Originating Claim No 499 of 2023 (Registrar’s Appeal No 106 of 2024), [2024] SGHC 226
6. Timeline
| Date | Event |
|---|---|
| Share transfer from deceased to 1st defendant. | |
| Deceased's will dated. | |
| Deceased passed away. | |
| 2nd claimant shown statement of share trading account. | |
| Claimants commenced OC 499 against the defendants. | |
| 1st defendant applied to strike out the 2014 transfer claims. | |
| Matter first heard by the AR. | |
| Matter heard by the AR for the second time. | |
| Hearing before the AR. | |
| Judgment reserved. | |
| Judgment. |
7. Legal Issues
- Unjust Enrichment
- Outcome: The court held that unjust enrichment is an interstitial cause of action and is not available when other conventional causes of action exist, even if time-barred.
- Category: Substantive
- Limitation of Actions
- Outcome: The court held that the claims were time-barred under the Limitation Act.
- Category: Procedural
- Proprietary Remedies
- Outcome: The court held that proprietary remedies are not available for claims of unjust enrichment in Singapore.
- Category: Substantive
- Constructive Trust
- Outcome: The court held that the 1st defendant was a Class 2 constructive trustee, and therefore the claims were subject to the six-year time bar under s 6 of the Limitation Act.
- Category: Substantive
- Non Est Factum
- Outcome: The court held that even if the claim on the basis of non est factum is not a contractual one, there are other ways to characterize the cause of action under the traditional categories of tort or equity that would lead to the same limitation issues.
- Category: Substantive
8. Remedies Sought
- Restitution of Dividends
- Declaration that Transfer is Void
- Rescission of Transfer
- Account of Dividends
- Constructive Trust
9. Cause of Actions
- Unjust Enrichment
- Non Est Factum
- Undue Influence
- Mistake
- Unconscionable Bargain
10. Practice Areas
- Commercial Litigation
- Trust Litigation
11. Industries
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Wong Moy (administratrix of the estate of Theng Chee Khim, deceased) v Soo Ah Choy | High Court | Yes | [1996] 3 SLR(R) 27 | Singapore | Cited for the principle that a beneficiary may bring an action on behalf of the estate under special circumstances. |
| Sia Chin Sun v Yong Wai Poh (Sia Tze Ming, non-party) | High Court | Yes | [2019] 3 SLR 1168 | Singapore | Cited for the principle that a beneficiary would be allowed to pursue a proprietary claim which has as its object the protection and preservation of the assets of the estate, in contrast to a purely pecuniary claim. |
| Ho Dat Khoon v Chan Wai Leen | High Court | Yes | [2023] SGHC 326 | Singapore | Cited for the holding that Singapore law does not recognize proprietary remedies sought for a claim in unjust enrichment. |
| Esben Finance Ltd and others v Wong Hou-Lianq Neil | Court of Appeal | Yes | [2022] 1 SLR 136 | Singapore | Cited for the principle that an unjust enrichment action would generally not be available where the claimant has any other available cause of action for the recovery of property under established areas of law. |
| Foskett v McKeown and others | House of Lords | Yes | [2001] 1 AC 102 | United Kingdom | Cited in relation to the availability of a proprietary claim for payments. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another | Court of Appeal | Yes | [2013] 3 SLR 801 | Singapore | Cited for the principle that mere inequity on a broad level would not suffice for unjust enrichment. |
| Re Diplock | Court of Appeal | Yes | [1948] Ch 465 | England and Wales | Cited for the principle that claims under unjust enrichment are subject to limitation periods. |
| Kleinwort Benson v Sandwell BC | Court of Appeal | Yes | [1994] 4 All ER 890 | England and Wales | Cited for the principle that claims under unjust enrichment are subject to limitation periods. |
| Lipkin Gorman (a firm) v Karpnale Ltd | House of Lords | Yes | [1991] 2 AC 548 | United Kingdom | Cited as the first known case to give the cause of action in question an identifier in the form of a name (ie, “unjust enrichment”). |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the principle that it would be dangerous to read pre-Lipkin Gorman cases as laying down a principle that only came to be established and recognised much later. |
| Singapore Swimming Club v Koh Sin Chong Freddie | Court of Appeal | Yes | [2016] 3 SLR 845 | Singapore | Cited for the principle that mistake constitutes one of the recognized categories of unjust factors in Singapore. |
| Mustaq Ahmad (alias Mushtaq Ahmad s/o Mustafa) and another v Ayaz Ahmed and others and other appeals | Appellate Division of the High Court | Yes | [2024] SGHC(A) 17 | Singapore | Cited for the principle that in determining whether a beneficiary would be allowed to bring a claim to preserve the assets of an estate, the court would not be concerned about whether the claim was “proprietary” or “personal” in nature. |
| Leong Quee Ching Karen v Lim Soon Huat and others | High Court | Yes | [2023] 4 SLR 1133 | Singapore | Cited for the general observations on the law on striking out. |
| Iskandar bin Rahmat and others v Attorney-General and another | Court of Appeal | Yes | [2022] 2 SLR 1018 | Singapore | Cited for the test under O 9 r 16(1)(a) is whether the pleading to be struck out discloses a reasonable cause of action. |
| Nimisha Pandey and another v Divya Bothra | High Court | Yes | [2024] SGHC 88 | Singapore | Cited for the principle that there is coincidence between the tests for allowing an amendment of pleadings and for striking out. |
| Mohamed Shiyam v Tuff Offshore Engineering Services Pte Ltd | High Court | Yes | [2021] 5 SLR 188 | Singapore | Cited for the principle that at this stage of the proceedings, it is sufficient (to allow the application) that the proposed amendment discloses a reasonable cause of action. |
| Fong Wai Lyn Carolyn v Kao Chai-Chau Linda and others | High Court | Yes | [2017] 4 SLR 1018 | Singapore | Cited for the principle that the proper party to bring any action on behalf of the estate is the executor. |
| Chuan & Company Pte Ltd v Ong Soon Huat | Court of Appeal | Yes | [2003] 2 SLR(R) 205 | Singapore | Cited for the principle that the statutory scheme of the Limitation Act did not render a time-barred debt non-existent. |
| Fairview Developments Pte Ltd v Ong & Ong Pte Ltd and another appeal | Court of Appeal | Yes | [2014] 2 SLR 318 | Singapore | Cited for the principle that the statutory scheme of the Limitation Act did not render a time-barred debt non-existent. |
| AYW v AYX | High Court | Yes | [2016] 1 SLR 1183 | Singapore | Cited for the principle that novel questions of law should not be resolved at the striking out stage and should generally be litigated in full at trial. |
| The “Bunga Melati 5” | Court of Appeal | Yes | [2012] 4 SLR 546 | Singapore | Cited for the principle that knotty points of law requiring serious argument should generally not be decided by a court exercising summary jurisdiction. |
| Yong Kheng Leong and another v Panweld Trading Pte Ltd and another | Court of Appeal | Yes | [2013] 1 SLR 173 | Singapore | Cited for the principle that only “Class 1 constructive trusts”, and not “Class 2 constructive trusts”, fell within the ambit of s 22 of the Limitation Act. |
| Phoa Eugene (personal representative of the estate of Evelyn Phoa (alias Lauw Evelyn Siew Chiang), deceased and personal representative of the estate of William Phoa, deceased) v Oey Liang Ho (alias Henry Kasenda) (sole executor of the estate of Wirio Kasenda (alias Oey Giok Tjeng), deceased) and others | High Court | Yes | [2024] 4 SLR 1493 | Singapore | Cited for the principle that a Class 1 constructive trust arises when a party voluntarily assumes the duties of a trustee by a lawful transaction which was independent of and preceded the breach of trust, whereas a Class 2 constructive trust arises as a direct consequence of an unlawful transaction which is impeached by the plaintiff. |
| Foo Kian Beng v OP3 International Pte Ltd (in liquidation) | High Court | Yes | [2024] 1 SLR 361 | Singapore | Cited for the principle that it is possible for the interests of the shareholders of the company to, in some cases, be equated with the interest of the company. |
| Westdeutsche Landesbank Girozentrale v Islington London Borough Council | House of Lords | Yes | [1996] AC 669 | United Kingdom | Cited for the principle that Prof Birks’ thesis had been written “to test the temperature of the water”, to which, in the UK context, “the temperature of the water must be regarded as decidedly cold”. |
| Zaiton bte Adom v Nafsiah bte Wagiman and another | High Court | Yes | [2023] 3 SLR 533 | Singapore | Cited for the principle that proprietary restitution is an extremely difficult and unsettled area of the law. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Limitation Act 1959 (2020 Rev Ed) | Singapore |
| Civil Law Act 1909 (2020 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Unjust Enrichment
- Limitation Act
- Proprietary Remedy
- Constructive Trust
- Non Est Factum
- Share Transfer
- Dividends
- Beneficiary
- Executor
- Time Bar
15.2 Keywords
- Unjust Enrichment
- Limitation Act
- Proprietary Remedies
- Singapore Law
- Share Transfer
- Constructive Trust
- Non Est Factum
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Limitation | 90 |
| Unjust Enrichment | 85 |
| Civil Practice | 75 |
| Litigation | 60 |
| Breach of Contract | 50 |
| Undue Influence | 40 |
| Non est factum | 40 |
| Chancery and Equity | 35 |
| Commercial Disputes | 30 |
| Property Law | 25 |
16. Subjects
- Unjust Enrichment
- Limitation of Actions
- Trust Law
- Civil Procedure