Re Lee Wah Cane Furniture Pte Ltd

• Jurisdiction: Singapore
• Judge: Chua F A J
• Judgment Date: 25 January 1984
• Neutral Citation: [1984] SGHC 1
• Docket Number: Companies Winding Up No 53 of 1983
• Date: 25 January 1984
• Published date: 19 September 2003
• Year: 1984
• Plaintiff Counsel: G Raman (G Raman & Co)
• Citation: [1984] SGHC 1
• Defendant Counsel: Wong Meng Meng (Shook Lin & Bok)
• Court: High Court (Singapore)
• Subject Matter: Winding up,Assistant registrar's order to examine him on oath concerning affairs of company,Solicitor acting as companyÂ’s legal adviser,s 128(1) Evidence Act (Cap 5),Insolvency Law,Whether allowed,Application by liquidators of company,Companies,Examination of legal adviser of company regarding affairs of company,s 249(1) Companies Act (Cap 185),Order discharged by High Court,Professional privilege

This is a motion made on behalf of Ronald Lee Kum Seng (Ronald Lee) for an order that the assistant registrar`s order made under s 249 of the Companies Act against Ronald Lee be discharged or varied or modified.

The assistant registrar`s order, made on the application of the liquidators of Lee Wah Cane Furniture Pte Ltd (the company) was that Ronald Lee may be examined on oath concerning the promotion, formation, trade dealings, affairs or property of the company, and to produce all books and papers in his custody or power relating to the company.

Section 249(1) of the Companies Act provides as follows:

The Court may summon before it any officer of the company or person known or suspected to have in his possession any property of the company or supposed to be indebted to the company, or any person whom the Court deems capable of giving information concerning the promotion, formation, trade dealings, affairs or property of the company.

Ronald Lee is an advocate and solicitor practising under the name and style of Messrs Ronald Lee & Co in Singapore. In his affidavit Ronald Lee said that, in the course of his practice, he acted as an advocate and solicitor or otherwise legal adviser for the company since its incorporation on 31 March 1979. He was also one of the legal advisers in Singapore to InterLee (Holdings) Ltd (InterLee) a company incorporated in Hong Kong and of which the company is a wholly-owned subsidiary.

Ronald Lee further said that of his own volition, when he discovered on his return from overseas that the company was under receivership, he called on Shook Lin & Bok, the solicitors for the receivers of the company, and as a result of their conversation he allowed Shook Lin & Bok absolute liberty and access to inspect at his office all files, documents and papers relating to the company. However, Shook Lin & Bok requested for a letter and certain documents relating to another company which he refused because they were either unrelated to the company or belonged to another firm. Shook Lin & Bok also asked for the files relating to a property known as No 10-C, Jervois Road, Singapore, which they alleged belonged to the company. He refused to forward the files but granted them the liberty to inspect the files and make copies of the documents therein.

Ronald Lee said that he had given his fullest co-operation and assistance to Shook Lin & Bok and the receivers and liquidators on all legal matters within his knowledge concerning the promotion, formation, trade dealings, affairs or property of the company. He had also allowed them to inspect all books and files and papers in his custody or power relating to the company. All matters that the liquidators wish to know from him or documents they want him to produce for their inspection had already been disclosed or inspected by Shook Lin & Bok.

Ronald Lee maintained that the liquidators took out the order against him with the motive to compel him to disclose to the court matters concerning the directors, Lee Peng Fong and Lee Tong Fook`s, dealings in InterLee and in its subsidiaries and also matters in connection with the sale of the property, No 10-C, Jervois Road.

Ronald Lee said that as regards the disclosure of matters concerning the two directors` dealings outside their capacity as officers or otherwise agents of the company, he was under a legal obligation to respect the confidence reposed in him and not disclose the communications which have been made to him in professional confidence, that is, in the course and for the purpose of his employment by or on behalf of his clients, or to state the contents of or conditions of documents with which he had become acquainted in the course of his professional employment, without the consent of his clients. This obligation is clearly spelt out in s 128(1) of the Evidence Act. He had not been expressly instructed nor authorized by the said directors to disclose any professional communications outside the ambit of dealings in their capacity as directors of the company and he could not in law be compelled to be examined on oath.

As regards information concerning the sale of No 10-C, Jervois Road, Ronald Lee said that there were two reasons why he should not be compelled to disclose information to the court. First, Shook Lin & Bok had full inspection of his file on the sale and he had written various letters to Shook Lin & Bok providing all information to answer their queries. But, all other information in the form of communications on the sale of the property between himself and his clients (Lee Peng Fong, his wife Choy Kum Kiew, the vendors) were confidential and privileged from disclosure. Secondly, it was very likely that the liquidators were contemplating legal proceedings to set aside as fraudulent the sale of the property. As his clients might be the defendants of a contemplated litigation in which he might be an important witness for...