Chong Hon Kuan Ivan and Another v Levy Maurice and Others

• Jurisdiction: Singapore
• Judgment Date: 04 December 2003
• Date: 04 December 2003
• Docket Number: Originating Summons No 347 of 2002
• Court: High Court (Singapore)

Chong Hon Kuan Ivan and another

Plaintiff

and

Levy Maurice and others

Defendant

[2003] SGHC 302

Choo Han Teck J

Originating Summons No 347 of 2002 (Registrar's Appeal No 346 of 2003)

High Court

Civil Procedure–Striking out–Minority shareholders alleging oppression–Whether defendant-directors properly joined when reliefs claimed had no application to them

The plaintiffs, minority shareholders in a company, brought an action for oppression of minority shareholders against the defendants. The first and third defendants were directors but not shareholders of the company. The reliefs claimed by the plaintiffs did not apply to the first and third defendants. The first and third defendants sought to have the action against them struck out. The assistant registrar dismissed their application. The first and third defendants appealed.

Held, dismissing the appeal:

The defendants were allegedly responsible for misconduct and breaches of the various agreements which amounted to oppression against the plaintiffs. The defendants were properly joined because they were actors and played a major role in the transactions. Whether the defendants were relevant parties had to be proved by the plaintiffs. The plaintiffs should not be deprived of the opportunity of presenting their case. The first and third defendants would be entitled to costs should the plaintiffs fail. The balance of justice between shutting out a claimant and incurring the inconveniences of the first and third defendants weighed in favour of allowing the plaintiffs to proceed: at [6].

BSB Holdings Ltd, Re [1993] BCLC 246 (folld)

Company, Re a [1986] BCLC 68 (refd)

Little Olympian Each-Ways Ltd, Re [1994] 2 BCLC 420 (refd)

Lowe v Fahey [1996] 1 BCLC 262 (folld)

Ng Sing King v PSA International Pte Ltd [2003] 3 SLR (R) 591; [2003] 3 SLR 591 (distd)

Companies Act (Cap 50, 1994 Rev Ed) s 216

Prakash Mulani and Aftab Khan (M&A Law Corporation) for the appellants/first and third defendants

Irving Choh and Alan Thio (Rajah & Tann) for the respondents/ plaintiffs.

Judgment reserved.

Choo Han Teck J

1 This originating summons is an oppression of minority shareholders action taken out by the plaintiffs who are the minority shareholders in the company known as Publicis Eureka Pte Ltd (the sixth defendant). The first and third defendants (the appellants in this case) are directors but not shareholders of the company. The fourth and fifth defendants are shareholders of the company. The action against the second defendant was discontinued. The present appeal before me concerns a straightforward and narrow point. The appellants applied to strike out the claim against them on the ground that it disclosed no cause of action, alternatively, that the claim was an abuse of the process of court.

2 The reliefs sought by the plaintiffs in this action are, first, for a declaration that four written agreements (including a sale and purchase agreement) are binding on the defendants. It was not disputed that these agreements do not concern the first and third...