Manmeet Singh v Teh Mui Eng Judy

CourtDistrict Court (Singapore)
JudgeLiu Zeming
Judgment Date24 May 2022
Neutral Citation[2022] SGDC 100
Citation[2022] SGDC 100
Published date28 May 2022
Hearing Date12 November 2021,03 December 2021,07 February 2022,25 February 2022,06 April 2022
Docket NumberDistrict Court Suit No 2407 of 2020 (Summonses Nos 1967 & 4441 of 2021)
Plaintiff CounselNevinjit Singh J and Lee Nicolette Wanling (Phoenix Law Corporation)
Defendant CounselRajvant Kaur d/o Jagit Singh (OMNIA Law Chambers LLC)
Subject MatterCivil Procedure,Amendments,Amendment of pleadings,Striking out
Deputy Registrar Liu Zeming:

A and B commenced an action against C in which A and B claimed that they each beneficially own half of the properties registered in C’s name. They successfully obtain leave to enter judgment against C for a declaration to that effect, and for those properties to be transferred to A and B equally. Having obtained the benefit of such a court order, can A still maintain a separate action against D in which A claims to be the owner of all of those properties, and seek a full refund of monies allegedly paid for these properties?

Having considered the matter carefully, I answered the question in the negative and struck out the Plaintiff’s claim against the Defendant in this action. These are the grounds of my decision.

Facts Background to the dispute and parties’ positions

The Defendant was the sole owner of shares (“Shares”) in a company known as The Chillout Place Pte Ltd (“Company”).1

The Plaintiff purportedly purchased the Shares from the Defendant for a price of $240,000 pursuant to an oral agreement (“Oral Agreement”) between:2 the Plaintiff; Shankar Karesenan (“Shankar”); Anbalagan s/o Ayyakannu (“Anba”); and the Defendant.

Between August to October 2019, the Plaintiff purportedly paid the Defendant $181,276 pursuant to the Oral Agreement.3 The balance of the purchase price was paid to the Defendant through deduction from “monies collected from the business” of the Company.4

However, the Defendant did not transfer any of the Shares to the Plaintiff. Instead, she transferred all the Shares to Anba.5 The Plaintiff claimed that this was a breach of the Oral Agreement and/or there was a total failure of consideration, and sought a refund of $181,276 on that basis.

This was the Plaintiff’s claim as originally pleaded. The Defendant’s version was, however, very different.

The Defendant denied the existence of any alleged Oral Agreement. According to the Defendant, at all material times, she only negotiated with Anba over the sale of the Shares.6 These negotiations eventually culminated into: a letter of intent signed by the Defendant and Anba on 16 August 2019 (“LOI”);7 and a sale and purchase agreement concluded between the Defendant and Anba dated 12 December 2019 (“SPA”).8

The Plaintiff was neither a party to the LOI nor the SPA, although he stood as a guarantor for some of Anba’s obligations under the LOI.9

The Defendant admitted to having transferred the Shares to Anba, but her case was that she breached nothing in doing so because she was legally obliged under the SPA to transfer the Shares to Anba.

Procedural history

In October 2020, the Plaintiff commenced this action (“DC 2407”) against the Defendant. As mentioned, the claim in DC 2407 was for a refund of the monies which the Plaintiff allegedly paid to the Defendant for the purchase of the Shares pursuant to the Oral Agreement.

Unbeknownst to the Defendant, the Plaintiff and Shankar (collectively, the “DC 614 Plaintiffs”) commenced a separate action against Anba in March 2020 (i.e. around seven months prior) vide District Court Suit No. 614 of 2020 (“DC 614”). In that suit, the DC 614 Plaintiffs sought a declaration that Anba held the Company and the Shares on trust for the DC 614 Plaintiffs and that these shares be “split equally” between the DC 614 Plaintiffs. The DC 614 Plaintiffs also claimed, as an alternative to the declaratory reliefs, that Anba reimburse to them the sum of $220,000 being the “total amount paid towards the consideration for the [Shares]”.10

Upon learning of the Plaintiff’s claims in DC 614, the Defendant filed DC/SUM 1967/2021 (“Striking Out Application”) in DC 2407 to strike out the entirety of the Plaintiff’s claim on the ground that the Plaintiff had no reasonable cause of action and/or that DC 2407 was frivolous and vexatious.

Some nine affidavits were exchanged between the parties and the Striking Out Application came up for hearing before me on 3 September 2021 (“First Hearing”). At the First Hearing, I outlined a number of concerns I had with the Plaintiff’s pleadings. I was, in particular, concerned with apparent inconsistencies between the Plaintiff’s pleaded position in DC 2407 and DC 614 (I would elaborate on these at [22] to [25] and [30] to [34] below). As a result, the Plaintiff sought and I granted an adjournment of the Striking Out Application, with certain procedural directions given for the Plaintiff to: amend his pleadings in DC 2407; and/or consolidate DC 614 and DC 2407.

When the Striking Out Application returned before me on 12 November 2021 (“Second Hearing”), the Plaintiff had only just filed the application to amend his statement of claim vide DC/SUM 4441/2021 (“Amendment Application”), in breach of the directions given at the First Hearing. The Plaintiff’s counsel also explained that the Plaintiff had not made any application to consolidate DC 614 and DC 2407 because Anba had been adjudicated to be bankrupt and leave of the High Court was required for DC 614 to continue. On that basis, the Plaintiff sought a further adjournment of the Striking Out Application.

With some reluctance, I granted the adjournment as I considered it important to my decision in the Striking Out Application whether the pleadings in DC 614 could be amended, and whether DC 614 and DC 2407 could be consolidated. I ordered the Plaintiff to pay the Defendant’s costs for the adjournment of the First and Second Hearings.

By the third and last time the Striking Out Application came to be heard before me in April 2022 (together with the Amendment Application) (“Third Hearing”), the following had taken place: The DC 614 Plaintiffs had obtained leave from the General Division of the High Court to continue proceedings in DC 614 notwithstanding the bankruptcy order made against Anba; and The DC 614 Plaintiffs had obtained an order in DC 614 to strike out the entirety of Anba’s defence and counterclaim filed in DC 614, with leave to enter judgment against Anba.

As I would explain below, these developments had an important bearing on my decision in the Striking Out Application. As a matter of procedure, however, I dealt first with the Amendment Application.

The Amendment Application Preliminary issue – introduction of new amendments

The Amendment Application was filed on 12 November 2021 and the proposed amendments were attached to the application (“Proposed Amendments”). At the Third Hearing before me on 6 April 2022, the Plaintiff’s lawyer indicated that he had just sent a set of new amendments to the Defendant’s counsel on the evening of 5 April 2022 (“New Proposed Amendments”), and wished for the Amendment Application to be determined by reference to the New Proposed Amendments. The Plaintiff’s lawyer indicated that the New Proposed Amendments were “just to correct typos” and there should be no prejudice to the Defendant if we proceeded on that instead. The Defendant’s lawyer objected.

I did not allow the Plaintiff to rely on the New Proposed Amendments. The Plaintiff had more than sufficient time to put forward the amendments he wished to propose. The New Proposed Amendments were not before me and the Defendant’s lawyer had no meaningful opportunity to consider them. Neither had I. In any event, since the New Proposed Amendments were merely intended to correct typographical errors, then they ought to be relatively immaterial and the Amendment Application should not be further delayed for that reason.

The Amendment Application was therefore determined based on the Proposed Amendments attached to the application.

The Plaintiff’s original pleaded case in DC 2407

The Plaintiff’s pleaded case in DC 2407, prior to the Proposed Amendment, was as follows: The Defendant owned the Shares.11 Pursuant to the Oral Agreement, “the Defendant agreed to sell to the Plaintiff, and the Plaintiff agreed to buy from the Defendant, the [Shares] or a price of S$240,000”.12 The Defendant subsequently “informed the Plaintiff” that “she would cause to be executed a share transfer agreement” which would contain a term that “the Defendant would transfer 34% of her Shares to the Plaintiff; 33% of her Shares to Shankar; and the remaining 33% of her Shares to [Anba]”.13 The Plaintiff did not state that he agreed to vary the Oral Agreement in this manner. Pursuant to the Oral Agreement, the Plaintiff paid S$181,276 to the Defendant.14 The Defendant was “fully aware that these monies were for [sic] paid to her for purchase of the Shares, and that the Defendant was obligated to transfer the Shares to the Plaintiff”.15 However, in breach of the Oral Agreement, the “Defendant transferred all of the Shares to [Anba] and has failed, neglected and/or refused to transfer the Shares to the Plaintiff”.16 As a result, the Plaintiff alleges that “there has been a total failure of consideration”.17

The Plaintiff’s original pleaded case was therefore straight-forward: He paid the Defendant S$181,276 for all of the Shares, and did not get any of the Shares.

However, when one considered the Plaintiff’s pleaded position in DC 614 and his affidavit evidence in the Striking Out Application, matters are no longer so straight-forward.

The Plaintiff’s pleaded case in DC 614

The DC 614 Plaintiffs’ claims against Anba were as follows: In early 2019, “the [DC 614] Plaintiffs orally agreed with [Anba], that the [DC 614] Plaintiffs would provide monies for the purchase of [the Shares] from…one Teh Mui Eng Judy”.18 As part of this oral agreement (the “DC 614 Oral Agreement”), the DC 614 Plaintiffs would pay for the purchase of the Shares, and the Shares “shall be split equally between [the DC 614 Plaintiffs] initially”, and Anba would eventually “buy back 16.5% of the shares from each [of the DC 614 Plaintiffs] over the course of business”.19 In the meantime, Anba would run the business of the Company as an employee and for a salary.20 Pursuant to...

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