Ang Tin Yong v Ang Boon Chye

JurisdictionSingapore
CourtCourt of Three Judges (Singapore)
Judgment Date04 November 2011
Docket NumberCivil Appeal No 209 of 2010
Date04 November 2011

Court of Appeal

Chao Hick Tin JA

and

Andrew Phang Boon Leong JA

Civil Appeal No 209 of 2010

Ang Tin Yong
Plaintiff
and
Ang Boon Chye and another
Defendant

Andrew Tan Tiong Gee and Anna Png (Andrew Tan Tiong Gee & Co) for the appellant

Mak Kok Weng (Mak & Partners) for the respondents.

Chee Siok Chin v Minister for Home Affairs [2006] 1 SLR (R) 582; [2006] 1 SLR 582 (refd)

Hawthorn v Smallcorn [1998] STC 591 (refd)

Kuo Ching Yun v H & L Investments Holding Pte Ltd [1995] 3 SLR (R) 276; [1996] 1 SLR 47 (refd)

Lai Shit Har v Lau Yu Man [2008] 4 SLR (R) 348; [2008] 4 SLR 348 (folld)

Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] AC749 (refd)

NCC International AB v Alliance Concrete Singapore Pte Ltd [2008] 2 SLR (R) 565; [2008] 2 SLR 565 (refd)

Moorcock, The (1889) 14 PD 64 (folld)

Shirlaw v Southern Foundries (1926) Ltd [1939] 2 KB 206 (folld)

Panwah Steel Pte Ltd v Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd [2006] 4 SLR (R) 571; [2006] 4 SLR 571 (refd)

Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR (R) 1029; [2008] 3 SLR 1029 (folld)

Partnership Act (Cap 391, 1994 Rev Ed) s 28

Rules of Court (Cap 322, R5, 2006 Rev Ed) O52, O52 r 2 (2)

Abuse of Process—Respondents obtaining court order for account of partnership transactions—Settlement reached in retirement deed where respondents assigned rights and interests in partnership in return for appellant's payment of sum of money—Whether enforcing court order after reaching settlement an abuse of process

Contract—Contractual terms—Express terms—Construction of terms—Respondents obtained court order previously for account of partnership transactions—Whether respondents assigned away their rights and interests in partnership in retirement deed—Whether respondents had locus standi to apply for leave to commit appellant to enforce court order after such assignment

Partnership—Accounts—Respondents obtaining court order for account of partnership transactions—Respondents assigning away rights and interests in partnership in retirement deed—Whether retired partners could enforce order for an account

The appellant and the respondents were partners in a partnership. The respondents obtained an assistant registrar's (‘AR's’) order giving effect to a High Court judgment in his favour for an account and inquiry of all partnership transactions during the years 1999 to 2004 and also, access to all partnership books and statements relating thereto. The AR's order was made on 1 December 2008. In the next year, on 31 July 2009, the respondents retired from the partnership and executed a retirement deed with the continuing partners. Clause 4 of the retirement deed provided that in consideration of receiving $150,000, the outgoing partners would assign their shares and interest in the partnership to the continuing partners. About a year later on 23 September 2010, the respondents applied for leave to commit the appellant on grounds that he failed to comply with the AR's order.

The High Court judge hearing the application granted leave for the respondents to commence committal proceedings against the appellant. The appellant appealed.

Held, allowing the appeal:

(1) The parties' intentions as expressed in the retirement deed had to be ascertained objectively. A holistic approach had to be taken with due consideration of the commercial purpose of the deed and the circumstances in which it was made: at [11].

(2) The objective of the retirement deed was to effect a clean break of the partnership relationship between the respondents as outgoing partners and the continuing partners of whom the appellant was one. A plain reading of cl 4 in the retirement deed showed that upon receipt of the payment of $150,000 by each of the respondents, they would have no more rights or interest in the partnership accounts or assets. Consequently, after retiring from the partnership, the respondents did not retain any more interest in the partnership accounts or assets: at [12] and [13].

(3) An order for an account of partnership transactions was a relief sought only as between partners. After the respondents retirement from the partnership and their assignment of their rights and interest in it, the respondents would have no more interest in enforcing the AR's order. They therefore had no locus standi to apply for leave to enforce the AR's order: at [14].

(4) Further, it was an implied term of the retirement deed whether under the ‘business efficacy’ test or the ‘officious bystander’ test that the AR's order would be extinguished upon execution of the deed: [14].

(5) The appellant's enforcement of the AR's order by way of committal proceedings one year after a settlement had been reached between the parties smacked of bad faith. The court would guard against an abuse of its process: [15].

Chao Hick Tin JA

(delivering the grounds of decision of the court):

Introduction

1 This appeal arose out of an application by Ang Boon Chye and Wong Kee Yock (‘the Respondents’) for leave to apply for an order of committal against Ang Tin Yong (‘the Appellant’) under O52 of the Rules of Court (Cap 322, R5, 2006 Rev Ed). The trial judge (‘the Judge’) granted leave to the Respondents to apply for a committal order against the Appellant. After hearing the parties, we allowed the appeal and set aside the leave granted to the Respondents to apply for a committal order. We now give our reasons.

The background

2 The Appellant and the Respondents were in a partnership operating a food centre business known as the ‘All Family Food Court’. The partnership comprised five partners. It made profits during the years 1999 to 2004 and the profits were distributed amongst the partners yearly. However, to evade tax, the partners falsified their partnership accounts to declare a loss or under-declare the partnership's income. The Inland Revenue Authority of...

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6 cases
  • Li Weiming and other matters v Public Prosecutor
    • Singapore
    • High Court (Singapore)
    • 27 March 2013
    ...Lock Han Chng Jonathan (Jonathan Luo Hancheng) v Goh Jessiline [2008] 2 SLR(R) 455 at [36] and Ang Tin Yong v Ang Boon Chye and another [2012] 1 SLR 447 at [15]) and which should be all the more important in the context of criminal procedure, like the CCDC, to ensure a fair trial. I would a......
  • Likpin International Ltd v Swiber Holdings Ltd and another
    • Singapore
    • High Court (Singapore)
    • 1 October 2015
    ...precludes the present claim, at least as against the 2nd defendant: Based on the authority of Ang Tin Yong v Ang Boon Chye and another [2012] 1 SLR 447 at [10], the court should take into account the surrounding circumstances, the commercial purpose of the agreement, and should avoid unreas......
  • Nanyang Medical Investments Pte Ltd v Kuek Bak Kim Leslie and others
    • Singapore
    • High Court (Singapore)
    • 28 November 2018
    ...of cases comprehensively summarised the law on contractual interpretation in Singapore. In Ang Tin Yong v Ang Boon Chye and another [2012] 1 SLR 447 (“Ang Tin Yong”) at [11], the CA stated the following: Clearly, an objective approach must be taken to determine the intentions of the contrac......
  • Likpin International Ltd v Swiber Holdings Ltd and another
    • Singapore
    • High Court (Singapore)
    • 1 October 2015
    ...precludes the present claim, at least as against the 2nd defendant: Based on the authority of Ang Tin Yong v Ang Boon Chye and another [2012] 1 SLR 447 at [10], the court should take into account the surrounding circumstances, the commercial purpose of the agreement, and should avoid unreas......
  • Request a trial to view additional results
2 books & journal articles
  • Contract Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2011, December 2011
    • 1 December 2011
    ...it is clear that the enterprise of interpretation is an objective one. As the Court of Appeal said in Ang Tin Yong v Ang Boon Chye[2012] 1 SLR 447 at [11] [w]hat must be sought is the meaning that the contract conveys to a reasonable person having the background knowledge that would have be......
  • Agency and Partnership Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2011, December 2011
    • 1 December 2011
    ...none of which had been made out: Ang Tin Gee at [141]. Dissolution of partnership Effect of retirement 3.16 Ang Tin Yong v Ang Boon Chye[2012] 1 SLR 447 (Ang Tin Yong) involved a short point on the effect of the retirement of two of the partners in a firm operating a food centre. The histor......

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