SME Resources v. Koh Xiankai: Breach of Fiduciary Duty & Share Ownership Dispute

In two related actions, OC 276 and OC 294, the High Court of Singapore addressed claims involving SME Resources Pte Ltd (SME), Koh Xiankai, and Goh Chye Guan. OC 276, a derivative action by SME against Koh for breach of fiduciary duties, was dismissed as time-barred. OC 294, Koh's claim against Goh for a declaration of trust over SME shares, was allowed, with the court declaring that Goh held 50,000 shares in SME on trust for Koh. Goh's counterclaim was struck out before trial. The court found SME's claim time-barred and that Goh held shares on trust for Koh.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Defendant in OC 276; Judgment for Claimant in OC 294

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The High Court dismissed SME's claim against Koh for breach of fiduciary duty but allowed Koh's claim that Goh held SME shares in trust for him.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
SME Resources Pte LtdClaimantCorporationClaim DismissedLostAllan Chan, Rajwin Singh Sandhu
Koh Xiankai (Gao Xiankai)Defendant, ClaimantIndividualJudgment for Defendant, Claim AllowedWon, WonQuek Mong Hua, Jacqueline Chua Yi Ying, Michelle Low Yu Xuan
Goh Chye GuanThird Party, DefendantIndividualClaim Dismissed, Judgment for ClaimantWon, Lost

3. Judges

Judge NameTitleDelivered Judgment
Chua Lee MingJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Allan ChanTactica Law
Rajwin Singh SandhuTactica Law
Quek Mong HuaLee & Lee
Jacqueline Chua Yi YingLee & Lee
Michelle Low Yu XuanLee & Lee

4. Facts

  1. Koh was the director of Loyal Reliance Pte Ltd (LR), which provided administrative support to SME.
  2. Goh was the managing director of SME.
  3. Koh was the sole signatory of SME's OCBC Bank Account.
  4. Between January and March 2016, Koh withdrew $1,011,066 from SME's bank account.
  5. Goh transferred 50,000 shares in SME to Kenneth Koh Xian Kun.
  6. Koh paid for the incorporation of SME, and Goh did not pay for his shares in SME.
  7. Goh signed the 2015 FS which showed that SME had paid a total sum of $693,644 comprising commissions, management fees, office rental, printing and stationery, referral fees and utilities.

5. Formal Citations

  1. SME Resources Pte Ltd v Koh Xiankai, Originating Claim No 276 of 2022 and Originating Claim No 294 of 2022, [2025] SGHC 30

6. Timeline

DateEvent
Loyal Reliance Pte Ltd incorporated
Goh returned to the private sector and started Total Safety Solutions Pte Ltd and WAH Academy
Goh set up SME Academy Pte Ltd
Goh and Koh introduced to each other
TSS entered into a contract with LR
Goh resigned as director of TSS and Koh was appointed as a director of TSS
90% of the shares in TSS were transferred to Koh
LR and Sanctuary employed Goh as an “Advisor”
SME was incorporated
SME opened a bank account
SME’s share capital was increased from two shares to 100,000 shares
Koh made the Disputed Withdrawals
Goh learned that the Commercial Affairs Department of Singapore was investigating certain employees of LR
Goh appointed Kenneth as a director of SME and transferred 50% of his shareholding in SME to Kenneth
SME and LR entered into a loan agreement
Goh entered into a share transfer agreement with Koh for the transfer of the remaining 10% of the shares in TSS to Koh
Goh resigned from LR
Goh incorporated SMER Pte Ltd
LR applied to be struck off the register of companies
LR was struck off the register
SME’s company secretary filed an application on behalf of SME to be struck off the register
Goh informed the Accounting and Corporate Regulatory Authority that he objected to SME being struck off
Goh commenced DC/DC 435/2022 against Koh
Goh filed OA 129 seeking permission to bring an action in the name and on behalf of SME against Koh and Kenneth
Court granted Goh permission to bring a derivative action under s 216A against only Koh
Goh commenced OC 276 in the name and on behalf of SME against Koh
Koh commenced OC 296 against Goh
Koh was granted permission in OC 276 to issue a third party notice against Goh
Goh’s counterclaim was struck out
Court dismissed SME’s claim against Koh in OC 276 and Koh’s third party claim against Goh
Court allowed Koh’s claim against Goh in OC 294
SME withdrew its application to stay enforcement of decisions in OC 276 and OC 294
Court dismissed Goh’s application for a stay
Judgment Date

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court found that Koh would have been liable for breach of fiduciary duty for $276,862 but the claim was time-barred.
    • Category: Substantive
  2. Limitation of Actions
    • Outcome: The court held that SME's claim was time-barred under s 6 of the Limitation Act.
    • Category: Procedural
  3. Declaration of Trust
    • Outcome: The court declared that Goh held 50,000 shares in SME on trust for Koh.
    • Category: Substantive

8. Remedies Sought

  1. Damages
  2. Declaration that Goh held shares on trust for Koh
  3. Order requiring Goh to transfer shares to Koh

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Declaration of Trust

10. Practice Areas

  • Commercial Litigation
  • Corporate Law

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Sim Poh Ping v Winsta Holding Pte Ltd and another and other appealsCourt of AppealYes[2020] 1 SLR 1199SingaporeCited for the principle that moneys in a bank account in the company's name do not vest in the signatory, thus the signatory cannot be a trustee of those moneys.
Lim Seng Wah and another v Han Ming Siew and othersHigh CourtYes[2016] SGHC 177SingaporeCited for the proposition that the Limitation Act does not apply to claims under s 216 of the Companies Act because these claims are statutory in nature.
Deniyal bin Kamis v Mapo Engineering and othersHigh CourtYes[2023] SGHC 183SingaporeCited for the proposition that the Limitation Act does not apply to claims under s 216 of the Companies Act because these claims are statutory in nature.
Re Duomatic LtdChancery DivisionYes[1969] 2 Ch 365England and WalesCited for the principle that where all shareholders have assented to a matter a general meeting could carry into effect, the assent is as binding as a resolution in general meeting.
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others and other appealsCourt of AppealYes[2013] 1 SLR 374SingaporeCited as an application of the principle in Duomatic, where former directors, acting as shareholders, had authorised and ratified certain expenses.
Ernest Ferdinand Perez De La Sala v Compania De Navegación Palomar, SA and others and other appealsCourt of AppealYes[2018] 1 SLR 894SingaporeCited for the principle that a beneficial interest in a company’s shares does not imply a beneficial interest in the company’s assets, and that a company can sue its sole beneficial owner for removing its assets.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act 1959 (2020 Rev Ed)Singapore
Limitation Act 1959 (2020 Rev Ed) s 6Singapore
Limitation Act 1959 (2020 Rev Ed) s 22(1)Singapore
Limitation Act 1959 (2020 Rev Ed) s 29(1)Singapore
Companies Act 1967 (2020 Rev Ed)Singapore
Companies Act 1967 (2020 Rev Ed) s 216ASingapore
Companies Act s 216Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Disputed Withdrawals
  • Fiduciary Duty
  • Beneficial Ownership
  • Limitation Act
  • Share Transfer
  • Trust
  • Derivative Action
  • CultureSAFE
  • OCBC Bank Account
  • Loan Agreement

15.2 Keywords

  • fiduciary duty
  • limitation of actions
  • declaration of trust
  • shareholder dispute
  • company law

16. Subjects

  • Company Law
  • Trust Law
  • Civil Procedure

17. Areas of Law

  • Limitation of actions
  • Equity
  • Fiduciary relationships
  • Breach of fiduciary duties
  • Trust Law
  • Company Law