Khoo Chiang Poh v Cosmic Insurance Corp Ltd

• Court: Court of Appeal (Singapore)
• Judge: Choor Singh J
• Judgment Date: 20 July 1977
• Neutral Citation: [1977] SGCA 3
• Citation: [1977] SGCA 3
• Defendant Counsel: J Grimberg (Drew & Napier)
• Plaintiff Counsel: Appellant in person
• Published date: 19 September 2003
• Docket Number: Civil Appeal No 10 of 1976
• Date: 20 July 1977
• Subject Matter: Whether ratified by resolution of company,Companies,Capacity,s 35(1) Companies Act (Cap 185, 1970 Ed),Pre-incorporation contract

Cur Adv Vult

At the end of the hearing of the appeal we allowed the appeal and said that we would give our reasons later. We do so now.

The learned trial judge at the commencement of the trial in Suit 203 of 1974 was invited by counsel of both parties to decide on two preliminary questions. The first was whether upon its true construction, a letter dated 15 August 1971 signed by 12 persons including the plaintiff and addressed to Messrs HT Sam & Co Advocates and Solicitors, constituted a pre-incorporation contract between the plaintiff on the one hand and the remaining 11 persons on the other hand, as agents for the defendants, the defendants having been subsequently incorporated as a public company on 16 September 1971.

The aforesaid letter reads as follows:

To:

Messrs HT Sam & Co,

Advocates & Solicitors,

35-B, New Bridge Road,

Singapore

re: COSMIC INSURANCE CORP LTD

1. We the undersigned, the Promoters of the above proposed Company hereby confirm that the Memorandum & Articles of Association of Cosmic Insurance Corp Ltd shall be thoroughly reviewed and amended by Messrs HT Sam & Co to suit the requirement of the Companies Act or the Insurance Commissioner and to incorporate same on our behalf with the Registrar of Companies.

2. We confirm that you are given full authority to act on our behalf to seek formal approval from the Commissioner of Insurance to underwrite insurance business of all kinds decided by the Promoters and to finalise whatever necessary document and proceedings in connection or related to or incidental to the formation of the Insurance Company under the aforesaid name.

3. We agree to deposit each of our intended contribution towards the paid up capital to Messrs HT Sam & Co Solicitor for Cosmic Insurance Corp Ltd.

4. We hereby agree to the following matters discussed at meeting: -

(a) Mr Khoo Chiang Poh shall be the Managing Director for life unless he resigns, dies or commits an offence under the Companies Act or is prohibited to become a Director under the Companies Act for any offences;

(b) That the detailed description of the post to be held by the Promoters as per list marked `A` shall form the basis of the members of the Board of Directors;

(c) To accept Mr Liew Sing Hun to be the Manager of the proposed Insurance Company subject to contract of which full details of the terms of employment, conditions of service, power of the Manager, duties of the Manager...