Kok Kuan Hwa v Yap Wing Sang: Dispute over Chang Cheng Group Ownership & Control

In Kok Kuan Hwa v Yap Wing Sang, the High Court of Singapore addressed a dispute between Kok Kuan Hwa (Plaintiff) and Yap Wing Sang (Defendant) regarding the ownership and control of the Chang Cheng Group. The Plaintiff's claim was dismissed, and the Defendant's counterclaim was allowed in part. The court determined the parties' interests in various companies within the group and addressed issues related to oral contracts and resulting trusts. The judgment was delivered by Vinodh Coomaraswamy J on 5 February 2025.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Claim dismissed, counterclaim allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Dispute between Kok Kuan Hwa and Yap Wing Sang over ownership and control of the Chang Cheng Group. Claim dismissed, counterclaim allowed in part.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Kok Kuan HwaPlaintiffIndividualClaim DismissedLostLee Eng Beng, Cheng Wai Yuen Mark, Tan Tian Hui, Naomi Lim Bao Bao, Liu Yulin
Yap Wing SangDefendantIndividualCounterclaim Allowed in PartPartialZhulkarnain Abdul Rahim, Low Chai Chong, Too Fang Yi, Sean Chen Siang En, Shermaine Lim Jia Qi
Chang Cheng Group Pte LtdDefendantCorporationNeutralNeutral
TP406 Pte LtdDefendantCorporationNeutralNeutral
MS 136 Pte LtdDefendantCorporationNeutralNeutral
MS 166 Pte LtdDefendantCorporationNeutralNeutral
HOL 40 Pte LtdDefendantCorporationNeutralNeutral
NL 10 Pte LtdDefendantCorporationNeutralNeutral
TP 802 Investment Pte LtdDefendantCorporationNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Vinodh CoomaraswamyJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Lee Eng BengRajah & Tann Singapore LLP
Cheng Wai Yuen MarkRajah & Tann Singapore LLP
Tan Tian HuiRajah & Tann Singapore LLP
Naomi Lim Bao BaoRajah & Tann Singapore LLP
Liu YulinRajah & Tann Singapore LLP
Zhulkarnain Abdul RahimDentons Rodyk & Davidson LLP
Low Chai ChongDentons Rodyk & Davidson LLP
Too Fang YiDentons Rodyk & Davidson LLP
Sean Chen Siang EnDentons Rodyk & Davidson LLP
Shermaine Lim Jia QiDentons Rodyk & Davidson LLP

4. Facts

  1. Plaintiff and Defendant are 50% and 25% owners, respectively, of a food and beverage business.
  2. The parties' business relationship began in 1998 or 1999.
  3. The parties' relationship deteriorated by 2017 or 2018.
  4. In December 2018, Defendant transferred shares in Annex 1 Companies to Plaintiff.
  5. The Annex 2 Companies purchased properties with initial funding from CCGPL, CCMWH, and TP 177.
  6. The parties entered into the Second Agreement in December 2020 regarding four Annex 2 Companies.
  7. The Plaintiff sought a declaration that the parties are bound by the First Agreement.

5. Formal Citations

  1. Kok Kuan Hwa v Yap Wing Sang, Suit No 905 of 2021, [2025] SGHC 19

6. Timeline

DateEvent
Parties agreed to set up and operate food and beverage businesses together.
Real property purchased to operate food and beverage stalls.
Plaintiff, Mdm Lim, and Defendant agreed on 50%, 25%, and 25% interests respectively in Chang Cheng Group.
Parties' relationship deteriorated.
Parties agreed to part ways, with Plaintiff acquiring Defendant's interest in Chang Cheng Group.
Defendant transferred shares in Annex 1 Companies to Plaintiff and resigned as officeholder.
Parties entered into sale and purchase agreements relating to four Annex 2 Companies (Second Agreement).
Plaintiff alleges parties entered into another oral contract (Third Agreement).
Meeting between Plaintiff and Mr. Cho.
Judgment issued.

7. Legal Issues

  1. Formation of Contract
    • Outcome: The court found that neither the First Agreement nor the Share Sale Contract were formed due to lack of intention to create legal relations and certainty of terms.
    • Category: Substantive
  2. Intention to Create Legal Relations
    • Outcome: The court found that the parties lacked the intention to create legal relations regarding the Third Agreement.
    • Category: Substantive
  3. Resulting Trusts
    • Outcome: The court determined that the Plaintiff holds the Annex 1 Shares on a resulting trust for the Defendant.
    • Category: Substantive
  4. Ownership of Personal Property
    • Outcome: The court declared that the Defendant is the absolute owner of shares registered in his name in the Annex 2 Companies and Chang Cheng Group Pte Ltd.
    • Category: Substantive

8. Remedies Sought

  1. Declaration
  2. Specific Performance
  3. Damages

9. Cause of Actions

  • Breach of Contract
  • Declaration of Trust

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Food and Beverage

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tengku Jonaris Badlishah v Public ProsecutorHigh CourtYes[1999] 1 SLR(R) 800SingaporeCited regarding the court's role when faced with conflicting expert evidence.
Lee Hsien Loong v Review Publishing Co Ltd and another and another suitHigh CourtYes[2007] 2 SLR(R) 453SingaporeCited regarding the court's consideration of logic and common sense in expert evidence.
Tan Swee Wan and another v Johnny Lian Tian YongHigh CourtYes[2018] SGHC 169SingaporeCited for the substantive requirements of an oral contract.
ARS v ART and anotherHigh CourtYes[2015] SGHC 78SingaporeCited for principles in determining whether the substantive requirements for an oral contract have been met.
The LunaCourt of AppealYes[2021] 2 SLR 1054SingaporeCited for the approach applied to contractual interpretation.
Chan Tam Hoi (alias Paul Chan) v Wang Jian and other mattersHigh CourtYes[2022] SGHC 192SingaporeCited for the burden of proof on the plaintiff to prove its positive case.
Saeng-un Udom v PPHigh CourtYes[2001] 3 SLR 1SingaporeCited regarding the court's acceptance of unchallenged expert evidence.
Tribune Investment Trust Inc v Soosan Trading Co LtdHigh CourtYes[2000] 2 SLR(R) 407SingaporeCited for the objective test of whether parties intend to enter into a contract.
Auto Lease (Pte) Ltd v San Hup Bee Motor LLP and othersHigh CourtYes[2023] SGHC 141SingaporeCited regarding s 159 of the Evidence Act.
Lau Siew Kim v Yeo Guan Chye Terence and anotherHigh CourtYes[2008] 2 SLR(R) 108SingaporeCited for the circumstances in which a resulting trust arises.
JVL Agro Industries Ltd v Agritrade International Pte LtdCourt of AppealYes[2016] 4 SLR 768SingaporeCited for the principle that a mere agreement to negotiate is too uncertain to be enforceable.
Walford v MilesHouse of LordsYes[1992] 2 AC 128United KingdomCited for the principle that a mere agreement to negotiate is too uncertain to be enforceable.
Independent State of Papua New Guinea v PNG Sustainable Development Program LtdHigh CourtYes[2019] SGHC 68SingaporeCited regarding the requirement of reasonable certainty in pleading the date of an alleged oral contract.
Toptip Holding Pte Ltd v Mercuria Energy Trading Pte Ltd and another appealCourt of AppealYes[2018] 1 SLR 50SingaporeCited for the principle that the requirement of certainty may be satisfied even if some contractual terms have not yet been finalised.
Tan Ngiap Tong v Tan Ngep HongHigh CourtYes[2021] SGHC 220SingaporeCited for the essential terms of a contract of sale.
Greenline-Onyx Envirotech Phils, Inc v Otto Systems Singapore Pte LtdHigh CourtYes[2007] 3 SLR(R) 40SingaporeCited regarding the waiver of without prejudice privilege.
Sudha Natrajan v The Bank of East Asia LtdCourt of AppealYes[2017] 1 SLR 141SingaporeCited regarding the drawing of an adverse inference from the absence of a witness.
Wright Norman v Oversea-Chinese Banking Corp LtdCourt of AppealYes[1993] 3 SLR(R) 640SingaporeCited regarding the allowance of amendments to pleadings.
Tang Chay Seng v Tung Yang Wee ArthurHigh CourtYes[2010] 4 SLR 1020SingaporeCited regarding the allowance of amendments to pleadings even after the conclusion of the trial.
Buthmanaban s/o Vaithilingam v Krishnavanny d/o Vaithilingam (administratrix of the estate of Ponnusamy Sivapakiam, deceased) and anotherHigh CourtYes[2015] SGHC 35SingaporeCited regarding the principle that property does not come into being, from inception, with a legal interest running in parallel with a beneficial interest.
Westdeutsche Landesbank Girozentrale v Islington London Borough CouncilHouse of LordsYes[1996] 1 AC 669United KingdomCited regarding the principle that property does not come into being, from inception, with a legal interest running in parallel with a beneficial interest.
Kotagaralahalli Peddappaiah Nagaraja v Moussa Salem and othersHigh CourtYes[2023] SGHC 6SingaporeCited regarding the vesting of proprietary rights in shares.
Kiri Industries Ltd v Senda International Capital Ltd and anotherCourt of AppealYes[2022] 3 SLR 174SingaporeCited regarding the distinction between an expert witness whose fee is unreasonably incurred in its entirety and an expert witness whose evidence is reasonably sought but not eventually accepted by the court.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act 1893Singapore
Supreme Court of Judicature Act 1969Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Chang Cheng Group
  • Annex 1 Companies
  • Annex 2 Companies
  • Shareholding Agreement
  • First Agreement
  • Third Agreement
  • Resulting Trust
  • Share Sale Contract
  • Operating Companies

15.2 Keywords

  • contract
  • trust
  • shareholder
  • ownership
  • food and beverage
  • business dispute

16. Subjects

  • Contract Law
  • Trust Law
  • Company Law
  • Partnership Disputes

17. Areas of Law

  • Contract Law
  • Trusts
  • Personal Property Law