Chua Ka Seng v Boonchai Sompolpong

CourtCourt of Three Judges (Singapore)
JudgeKarthigesu J
Judgment Date11 January 1993
Neutral Citation[1993] SGCA 3
Citation[1993] SGCA 3
Plaintiff CounselCheng Tim Pin (Yap & Yap)
Defendant CounselLooi Kwok Peng (JYP Chia & Co)
SubjectWhether capital contribution made in the form of value of part-time work,Partnership Act 1890,Partnership,Whether equity partner or 'salaried' partner,Test to be applied,Burden of proof,No written partnership agreement,Evidence of formation
Publication Date19 September 2003
Docket NumberCivil Appeal No 156 of 1991
Date11 January 1993

Cur Adv Vult

The sole question in this appeal is whether the appellant and the respondent, both architects, practised as partners under the name and style of Chua Ka Seng Chartered Architects (`the firm`) from 6 February 1979 to 31 December 1981. The respondent, who was plaintiff in the action, contended that he was a partner, in the full sense of the term, that is to say, he had a 20% interest in the equity of the firm, whereas the appellant contended that the respondent was a `salaried partner` entitled to remuneration of 20% of the firm`s nett profits inclusive of salary and bonus. Lai Siu Chiu JC who tried the case found that the respondent was a full partner with a 20% interest in the equity of the firm and accordingly declared that the respondent was `entitled to 20% share in the debts due and owing to, and other assets belonging to the (firm)`. The learned judicial commissioner also made certain consequential orders to give effect to the declaration.

There was no written partnership agreement between the parties; thus this appeal is essentially one of whether the learned judicial commissioner drew the correct inferences from the evidence before her in coming to the conclusion she did. It is not, altogether, a question of fact and which of them was the more credible witness, they being the only witnesses who gave evidence. It is really a question of mixed law and fact and the inferences to be drawn from the primary facts of the case: see Harman LJ in Keith Spicer Ltd v Mansell. [1970] 1 WLR 333 The burden, however, was on the respondent to prove, albeit on a balance of probabilities, that he not only had an interest in the profits of the firm but also had a stake in the capital structure of the firm.

Now, what are the primary facts? The appellant, an architect, of some 13 years experience, was a partner in a well known firm of architects called Raglan Squire & Partners (`RSP`). In April 1978 he left RSP to start his own architectural practice. The respondent, a Thai national, joined RSP as a young graduate in 1976. He was working towards becoming a registered architect in Singapore, which he achieved in February 1978.

The respondent maintained that before the appellant left RSP, the appellant had confided in him his intention to leave RSP and start his own architect`s firm and had asked the respondent to work for him part-time with a view to leaving RSP and joining him as a partner. Accordingly, the respondent had attended at the appellant`s firm from about May 1978, after work on week days and during week-ends, to help the appellant out. This had continued until he left RSP and joined the appellant, full time, in February 1979. He said in evidence that if he had to put a value on his part-time work up to February 1979, he would put it at $20,000. The appellant, however, denied all this. His evidence was that he had never confided in the respondent of his intentions but admitted that from about October 1978, when the work of his firm was gathering momentum he had asked the respondent to do some design work for him for which he had paid the respondent.

The respondent was somewhat vague as to how much he was paid for the part-time work as alleged by him. His evidence on this was:

If I am asked to put a value on my work at $20 per hour during the eight-month period, the total amount of work done amounted to $20,000. I was paid about $6,000 as a token payment for my eight months` work which was for my own personal spending, not considered salary as such. The sum was paid on three occasions in various amounts and sums paid were later added to my partnership account when I worked for defendant (appellant) full time. It was like an advance drawing.

Besides the $6,000 the defendant gave me his old car Ford Cortina Model which was later sold off and the money was used to purchase a company car, a Honda Accord for my use (Q plate).

Later, in re-examination, the respondent clarified, by reference to the firm`s salary books, that the three payments he received in 1978 were for $800, $3,000 and $2,000, the payments being made in October, November and December, making a total of $5,800.

It is agreed between the parties that the respondent did join the appellant in February 1979 but they gave different versions as to how this came about.

The respondent`s version was stated by him in his...

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7 cases
  • Miller Freeman Exhibitions Pte Ltd v Singapore Industrial Automation Association and Another
    • Singapore
    • Court of Three Judges (Singapore)
    • 15 September 2000
    ...for the appellant Gopinath Pillai and Siva Sothi (Colin Ng & Partners) for the respondents. Chua Ka Seng v Boonchai Sompolpong [1993] 1 SLR (R) 17; [1993] 1 SLR 482 (folld) Comptoir Commercial Anversois and Power, Son and Company, In re an Arbitration between [1920] 1 KB 868 (folld) Davis v......
  • Network Pet Products (M) Sdn Bhd v Royal Canin SAS
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  • Wee Soon Kim Anthony v Lim Chor Pee and Another
    • Singapore
    • High Court (Singapore)
    • 30 August 2005
    ...undue weight to any of them, but drawing an inference from the whole. This approach was followed in Chua Ka Seng v Boonchai Sompolpong [1993] 1 SLR 482, in which the Court of Appeal held that although the respondent in that case was a “salaried partner” remunerated by a 20% share of the net......
  • Lek Bong Hua v Lek Boon Chye
    • Singapore
    • High Court (Singapore)
    • 24 November 1998 created and built. 33.The question whether in fact a partnership arose was considered in Chua Ka Seng v Boonchai Sompolpong [1993] 1 SLR 482 . In the action, the plaintiff alleged that it had been orally agreed between the parties that on joining the defendant`s architectural firm, the p......
  • Request a trial to view additional results

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