Re Eng Cheong Peng Kee Pte Ltd (No 2)

• Jurisdiction: Singapore
• Judge: Christopher Lau JC
• Judgment Date: 28 March 1998
• Neutral Citation: [1998] SGHC 86
• Docket Number: Originating Summons No 935 of 1996
• Date: 28 March 1998
• Published date: 19 September 2003
• Year: 1998
• Plaintiff Counsel: Harry Elias and Audrey Thng (Harry Elias & Partners)
• Citation: [1998] SGHC 86
• Defendant Counsel: Lim Chor Pee and Susheela Joseph (Chor Pee & Partners),Wong Meng Meng and Chou Sean Yu (Wong Partnership)
• Court: High Court (Singapore)
• Subject Matter: Civil Procedure,Whether application for stay should be granted,Application by defendants for stay of proceedings to facilitate winding up of company,Stay of proceedings,s 216 Companies Act (Cap 50, 1994 Ed),Minority shareholder's action under s 216 Companies Act (Cap 50, 1994 Ed) against majority shareholders for alleged oppression

Judgment:

CHRISTOPHER LAU JC

In the course of the hearing of the plaintiff`s action, as a minority shareholder of the fourth defendant company, under s 216 of the Companies Act (Cap 50, 1994 Ed) against the first, second and third defendants (who collectively constituted the majority shareholders) for alleged oppression by these defendants, the first defendant`s counsel Mr Wong Meng Meng, orally applied for the action to be stayed or adjourned to enable the first defendant to have a special resolution passed pursuant to s 290 of the Companies Act for the voluntary winding up of Eng Cheong Peng Kee Pte Ltd, the fourth defendant in these proceedings. Mr Wong said the first defendant would undertake to have such a resolution passed if the action was stayed and he further said his client was confident he could secure the votes required for such a resolution. Mr Lim Chor Pee who appeared for the second to fourth defendants supported the application on terms viz that the action was indeed stayed or adjourned and provided either Mr Wong or the first defendant did give an undertaking to the court that the first defendant would undertake to pass or to vote for such a resolution for the winding up the fourth defendant company. The plaintiff opposed the application.

2.I did not allow the application, after hearing submissions, and made no order on the application. These are my reasons.

3.Mr Wong premised his application (no affidavit having been filed in support of it) on the grounds essentially that as this was an action brought pursuant to s 216 in respect of which the court had the widest possible discretion - if the acts of oppression complained of were proved - as to the types of relief it could give to the plaintiff, and as it was likely one of these would be to order the winding up of the fourth defendant company, then to all intents and purposes, it would be an abuse of court process to allow the plaintiff to have her day in court when a winding up would not only effectively bring to an end the matters the plaintiff complained of but also provide the most equitable solution for all the parties to the action as well as all the other shareholders who were not parties in the present proceedings.

4.I was referred in this respect to a number of authorities, one of which was the Court of Appeal decision in Kuah Kok Kim v Chong Lee Leong Seng Co (Pte) Ltd [1991] 2 MLJ 129 [1991] SLR 122 where Mr Wong submitted the Court of Appeal had...