Chi Man Kwong Peter and Another v Lee Kum Seng Ronald

• Jurisdiction: Singapore
• Judge: Lai Kew Chai J
• Judgment Date: 26 October 1984
• Neutral Citation: [1984] SGCA 22
• Docket Number: Civil Appeal No 6 of 1984
• Date: 26 October 1984
• Year: 1984
• Published date: 19 September 2003
• Plaintiff Counsel: Wong Meng Meng (Shook Lin & Bok)
• Citation: [1984] SGCA 22
• Defendant Counsel: G Raman (G Raman Singh & Partners)
• Court: Court of Appeal (Singapore)
• Subject Matter: Examination of legal adviser of company regarding affairs of company,Application by liquidators of company,s 128(1) Evidence Act (Cap 5),Winding up,s 249(1) Companies Act (Cap 185),Companies,Whether should be allowed

Upon the application of Peter Chi Man Kwong and Robin Ian Rawlings, the liquidators of the abovementioned company (the company), under s 249 of the Companies Act (Cap 185), the assistant registrar ordered that the above-mentioned Ronald Lee Kum Seng (Ronald Lee), Advocate and Solicitor of Singapore, `be examined on oath concerning the promotion, formation, trade dealings, affairs or property of the company`.

Section 249(1) of the Companies Act provides as follows:

The Court may summon before it any officer of the company or person known or suspected to have in his possession any property of the company or supposed to be indebted to the company, or any person whom the Court deems capable of giving information concerning the promotion, formation, trade dealings, affairs or property of the company.

Against this order Ronald Lee appealed to the High Court for an order that the said assistant registrar`s order against himself for examination on oath be discharged or otherwise varied or modified.

The case for Ronald Lee before the High Court was put forward on three grounds:

(1) that he was entitled to the privilege of professional communication under s 128(1) of the Evidence Act (Cap 5);

(2) that the liquidators were contemplating instituting other legal proceedings against his clients and were seeking under guise of this examination to obtain evidence in respect of contemplated legal proceedings; and

(3) that he had already assisted the liquidators as a solicitor within the bounds of professional privilege.

Section 128(1) of the Evidence Act is in the following terms:

No advocate or solicitor shall at any time be permitted, unless with his client`s express consent, to disclose any communication made to him in the course and for the purpose of his employment as such advocate or solicitor by or on behalf of his client, or to state the contents or condition of any document with which he has become acquainted in the course and for the purpose of his professional employment, or to disclose any advice given by him to his client in the course and for the purpose of such employment:

Provided that nothing in this section shall protect from disclosure -

(a) any such communication made in furtherance of any illegal purpose;

(b) any fact observed by any advocate or solicitor in the course of his employment as such showing that any crime or fraud has been committed since the commencement of his employment.

The learned judge was of the view that on the first ground alone the order of the assistant registrar should be discharged. `There are, however`, he went on to say `in this case further grounds. Counsel for Ronald Lee is right in saying that the Liquidators are attempting to use this section in an improper way as a means of aiding them in other litigations. In my view Ronald Lee has assisted the Liquidators within his capacity and within the bounds of professional privilege`. He then, in the exercise of his discretion, discharged the order, made by the assistant registrar under s 249 of the Act, in respect of Ronald Lee.

At the conclusion of the hearing of the appeal before us, we allowed the appeal with costs. We restored the assistant registrar`s order. We now set out the facts and the reasons for our decision.

Ronald Lee is an advocate and solicitor practising under the style of Messrs Ronald Lee & Co. He was the legal adviser of the company since its incorporation on 31 March 1979. He was also one of the legal advisers in Singapore of Inter Lee (Holdings) Ltd a company incorporated in Hong Kong which wholly owned the company. He had also acted for the directors of the Company in their personal capacities.

The company traded in rattan and furnitures. Its Chairman was one Lee Peng Fong whose son, Richard Lee, was the Managing Director. Its General Manager was one Daniel Yap Neng Hua and the company`s Secretary was one Miss Yap Mee Hoe.

By an order of the High Court made on 5 March 1983 in Suit No 1003 of 1983 the liquidators before us were, on the application of Midland International Trade Services (UK) Ltd, appointed receivers and managers of the company. As such receivers and managers, the liquidators discovered that the company was owing the colossal sum of $51m to 23 banks.It would appear that most of the banks did not know of the loans given...