Chiang Ai Ling v Tan Kian Chye: Sham Agreements & Conspiracy in Matrimonial Asset Division
In Chiang Ai Ling v Tan Kian Chye and Ang Siew Yan, the General Division of the High Court of Singapore heard a claim by Chiang Ai Ling against Tan Kian Chye for failing to pay her $13,727,640.25 for transferring her shares in RYB Engineering Pte Ltd, pursuant to agreements made in 2015 and 2019. Ang Siew Yan, Tan's current wife, counterclaimed that the agreements were a sham to reduce matrimonial assets in her divorce proceedings against Tan, and alleged conspiracy between Chiang and Tan. The court, presided over by Audrey Lim J, dismissed Chiang's claim and Ang's counterclaims, finding the agreements to be sham and conspiracy unproven, and granted Ang's prayer for a declaration that the agreements do not bind her or affect the division of matrimonial assets.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Claim dismissed; counterclaims dismissed; declaration granted.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismisses claim based on sham agreements to reduce matrimonial assets in a divorce, finding conspiracy unproven.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chiang Ai Ling (Jiang Ailing) | Claimant, Defendant in counterclaim | Individual | Claim Dismissed | Lost | |
| Tan Kian Chye | Defendant, Defendant in counterclaim | Individual | Claim Dismissed | Neutral | |
| Ang Siew Yan | Defendant, Claimant in counterclaim | Individual | Counterclaims Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Audrey Lim | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Chiang claimed Tan failed to pay her for transferring shares in RYB Engineering.
- Ang claimed the agreements were a sham to reduce matrimonial assets in her divorce.
- Chiang and Tan were previously married and divorced in 2007.
- Ang is Tan's current wife and commenced divorce proceedings in December 2022.
- RYB Engineering was incorporated in 1996 with Chiang and Tan as directors.
- Tan transferred shares to Ang in 2006.
- Chiang transferred her shares to Tan in 2015.
5. Formal Citations
- Chiang Ai Ling v Tan Kian Chye and another, Originating Claim No 561 of 2023, [2024] SGHC 330
6. Timeline
| Date | Event |
|---|---|
| Chiang and Tan married | |
| RYB Engineering Pte Ltd incorporated | |
| Chiang resigned as director of RYB | |
| Ang joined RYB as a manager | |
| Tan transferred 120,000 shares to Ang | |
| Chiang commenced divorce proceedings against Tan | |
| Court order for ancillary matters in divorce | |
| Final judgment of divorce obtained | |
| Chai resigned as director of RYB | |
| Ang was appointed as director of RYB | |
| Tan and Ang married | |
| RYB share capital increased | |
| Chiang transferred shares to Tan | |
| Ang transferred shares to Tan | |
| Tan entered into SPA with Chudenko | |
| Tan sold 70% of shares to Chudenko | |
| $2m transferred to CKW Account | |
| $4m transferred to CKW Account | |
| Ang left matrimonial home | |
| Ang filed personal protection order against Tan | |
| Tan received second payment from Chudenko | |
| $5m transferred to CKW Account | |
| Ang commenced divorce proceedings against Tan | |
| Interim judgment granted in divorce proceedings | |
| Tan's affidavit of assets and means filed | |
| Letter of demand issued to Tan | |
| Suit commenced | |
| Hearing date | |
| Judgment reserved |
7. Legal Issues
- Sham Agreement
- Outcome: The court found the alleged agreements to be sham agreements.
- Category: Substantive
- Conspiracy
- Outcome: The court dismissed the claim of conspiracy.
- Category: Substantive
- Beneficial Ownership of Shares
- Outcome: The court found that Ang failed to prove that she was the beneficial owner of the shares held in her name.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Declaration
9. Cause of Actions
- Breach of Contract
- Conspiracy
10. Practice Areas
- Commercial Litigation
- Divorce Litigation
11. Industries
- Engineering
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Simpson Marine (SEA) Pte Ltd v Jiacipto Jiaravanon | Court of Appeal | Yes | [2019] 1 SLR 696 | Singapore | Cited regarding the admissibility and relevance of subsequent conduct in ascertaining whether a contract has been formed. |
| The “Luna” and another appeal | Court of Appeal | Yes | [2021] 2 SLR 1054 | Singapore | Cited regarding the evidence which the court may consider in cases involving the existence of a contract. |
| Lim Siau Hing @ Lim Kim Hoe and another v Compass Consulting Pte Ltd and another appeal | Court of Appeal | Yes | [2023] SGCA 39 | Singapore | Cited regarding the evidence which the court may consider in cases involving the existence of a contract. |
| Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appeals | Court of Appeal | Yes | [2013] 1 SLR 374 | Singapore | Cited for the requirement that conspirators must have caused loss to the claimant in a claim for conspiracy. |
| Quah Kay Tee v Ong and Co Pte Ltd | Court of Appeal | Yes | [1996] 3 SLR(R) 637 | Singapore | Cited for the requirement that conspirators must have caused loss to the claimant in a claim for conspiracy. |
| Singapore Shooting Association and others v Singapore Rifle Association | Court of Appeal | Yes | [2020] 1 SLR 395 | Singapore | Cited regarding legal fees that can be recovered as costs not constituting actionable loss or damage in the tort of conspiracy. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Sham agreement
- Matrimonial assets
- Conspiracy
- Beneficial ownership
- Share transfer
- Sale proceeds
- RYB Engineering Pte Ltd
- Share Movements
- 2015 Agreement
- 2019 Agreement
15.2 Keywords
- sham agreement
- conspiracy
- matrimonial assets
- share transfer
- divorce
- Singapore
- RYB Engineering
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Sham Agreements | 80 |
| Division of Matrimonial Assets | 70 |
| Breach of Contract | 70 |
| Conspiracy by Unlawful Means | 60 |
| Shareholder Disputes | 30 |
| Family Law | 30 |
| Corporate Law | 20 |
| Commercial Disputes | 20 |
16. Subjects
- Contract Law
- Tort Law
- Family Law
- Divorce
- Conspiracy
- Shareholder Disputes