Phua Kiah Mai and another v Foo Jong Peng and others

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 19 January 2012
• Neutral Citation: [2012] SGHC 14
• Court: High Court (Singapore)
• Docket Number: Originating Summons No 975 of 2011
• Published date: 09 April 2013
• Year: 2012
• Hearing Date: 16 December 2011,14 December 2011
• Plaintiff Counsel: Hee Theng Fong and Leong Kai Yuan (RHT Law LLP)
• Defendant Counsel: S Magintharan and B Uthayachanran (Essex LLC)
• Subject Matter: Contract
• Citation: [2012] SGHC 14

Choo Han Teck J:

The first plaintiff is the president of the Singapore Hainan Hwee Kuan (“the Association) and the second plaintiff is the Association’s honorary secretary. They were members of the Management Committee of the Association. There were 43 members in the Management Committee and of that number, the president, the three vice-presidents and ten others form the “Executive Committee”. All the defendants were members of the Management Committee.

On 3 August 2011 the first defendant wrote to the second plaintiff requesting a meeting of the Management Committee with the view of re-constituting the Executive Committee. The solicitors for the plaintiffs wrote in reply to say that the Management Committee had no power to re-constitute the Executive Committee. Consequently, the second defendant wrote to propose a motion that the first plaintiff be removed as president. Subsequently, a similar proposal was made to remove the second plaintiff as the honorary secretary.

The first defendant sent a letter to all members of the Management Committee on 12 October 2011 with a view of convening a Management Committee meeting to approve the unaudited accounts of the Association. The meeting was held on 20 October 2011 but the agenda went beyond the approval of the accounts. The plaintiffs objected, but the meeting went ahead and was attended by 28 of 48 Management Committee members. The plaintiffs were removed from their posts and the fourth and fifth defendants elected to the positions of president and honorary secretary respectively.

The plaintiffs thus applied by this originating summons for declarations that the Management Committee meeting of 20 October 2011 was ultra vires and that the resolutions removing the plaintiffs and election of the fourth and fifth defendants were null and void. It was not disputed that the term of office of a management committee member is two years. Mr Hee, counsel for the plaintiffs, submitted that the rules do not provide for the removal of an executive committee member other than for misconduct under rule 19 of the Rules of the Association.

Mr S Magintharan, counsel for the defendant, argued that although there was no express provision for the removal of a committee member, the members of an association or club are bound by contract, and in such a case the court ought to hold that there was an implied term permitting the management committee to remove its members otherwise than by expulsion for...