Chua Teck Chew Robert v Goh Eng Wah
Judge | Chao Hick Tin JA |
Judgment Date | 25 August 2009 |
Neutral Citation | [2009] SGCA 40 |
Plaintiff Counsel | Thio Ying Ying and Tan Yeow Hiang (Kelvin Chia Partnership),Hri Kumar Nair SC and Benedict Teo (instructed) and Cheo Chai Beng Johnny (Cheo Yeoh & Associates LLC) |
Citation | [2009] SGCA 40 |
Year | 2009 |
Published date | 31 August 2009 |
Subject Matter | Civil Procedure,Unsuccessful defendant shifting blame to successful defendants,Whether there was deliberate and fraudulent concealment of claimant's right,Extension of limitation period,Whether Sanderson order appropriate,Limitation of Actions,Whether claimant had acted with reasonable diligence within s 29 Limitation Act (Cap 163, 1996 Rev Ed),Costs,Whether limitation period ought to be extended under s 29 Limitation Act (Cap 163, 1996 Rev Ed) |
Defendant Counsel | Anna Oei Ai Hoea and Chen Weiling (Tan Oei & Oei LLC) |
Court | Court of Three Judges (Singapore) |
25 August 2009 |
|
Chao Hick Tin JA (delivering the grounds of decision of the court):
Introduction
1 These cross-appeals were filed by Goh Eng Wah (“Goh”) and Robert Chua Teck Chew (“Robert Chua”) (the plaintiff and the 3rd defendant respectively in Suit No. 742 of 2005/L below (“the Suit”) against the decision of the trial judge (“the Judge”) in Goh Eng Wah v Daikin Industries Ltd and others
Background
The Parties
The facts leading up to the creation of an Incentive Scheme agreement between the parties
|
Before Daikin Japan acquired majority stake |
After Daikin Japan acquired majority stake |
|||
Shareholder |
Number of |
% shareholding |
Number of |
% shareholding |
|
CJN and |
CJN |
255,000 |
15.9375 |
255,000 |
10.625 |
Chuas Investment Pte Ltd |
95,000 |
5.9375 |
95,000 |
3.96 |
|
Robert Chua |
15,000 |
0.9375 |
15,000 |
0.625 |
|
Chua Teck Meng |
15,000 |
0.9375 |
15,000 |
0.625 |
|
Goh and |
Goh |
90,000 |
5.625 |
90,000 |
3.75 |
Eng Wah Theatres |
30,000 |
1.875 |
30,000 |
1.25 |
|
Kin Wah Co (Pte) Ltd |
375,000 |
23.4375 |
375,000 |
15.625 |
|
Sim Boon Woo |
250,000 |
15.625 |
250,000 |
10.42 |
|
Daikin Japan |
475,000 |
29.6875 |
1,275,000 |
53.125 |
8 After Daikin Japan’s subscription of the additional 800,000 shares, the shareholding of CJN and his affiliates was (in round numbers) reduced from 24% to 16% and that for Goh and his affiliates, from 31% to 21%. Daikin Japan, with a 53% stake, had thus assumed majority control. It then appointed nominees as Managing Director (“the nominee MD”) and sales Director (“the nominee Sales Director”). The nominee MD was made a mandatory cheque signatory to Daikin Singapore’s cheques. Daikin Japan also took over the responsibility of procuring financing for Daikin Singapore. However, CJN and his two sons, Robert Chua and Chua Teck Meng (the 4th defendant in the Suit), continued to manage Daikin Singapore. It was clear to us that the reason (as stated above at [6]) why the other shareholders of Daikin Singapore wanted Daikin Japan to be its majority shareholder was so that Daikin Japan would give Daikin Singapore more financial and technical support and liberal trade terms, which were needed badly to turn the latter around.
The Incentive Scheme
(a) Next S$2 million net profits – 12.5%; and
(b) Over S$3 million net profits – 10%.
Subsequent changes to the shareholding and management of Daikin Singapore
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