Sim Yak Song and Others v Lim Chang and Another

• Jurisdiction: Singapore
• Judge: Tan Lee Meng J
• Judgment Date: 29 March 2003
• Neutral Citation: [2003] SGHC 68
• Citation: [2003] SGHC 68
• Defendant Counsel: Tan Hee Liang (Tan See Swan & Co)
• Published date: 07 October 2003
• Plaintiff Counsel: Philip Fong and Chang Man Phing (Harry Elias Partnership)
• Date: 29 March 2003
• Docket Number: Originating Summons No 1810 of
• Court: High Court (Singapore)
• Subject Matter: Retirement,Effect,Whether originating summons can be converted to writ to allow defendants to make counterclaim,Civil Procedure,Originating processes,Partnership,Whether retired partners retained any stake in partnership property

1. In their originating summons, the plaintiffs, the present partners of Beauty Factors ("BF"), sought an order that the defendants, their former partners, Lim Chang ("Lim") and Tock Siok Cheng ("Tock"), whose names appear on the title deed of a factory owned by the partnership, sign the requisite documents to transfer the said property to them. Lim and Tock, who refused to sign these documents, sought to have the originating summons converted to a writ on the ground that there is a dispute between them and their former partners as to whether or not they had received a fair payment for their shares when they withdrew from the partnership. I granted the order sought by the plaintiffs and now give the reasons for my decision.

2. BF, which imports cosmetic products and toiletries for sale in Singapore, was formed in 1978. Since the partnership started, the first plaintiff, Sim Yak Song ("Sim") has been the managing partner. Lim joined the partnership in July 1979 and withdrew from it on 24 May 2000 while Tock joined the partnership in April 1999 and withdrew from it on 3 September 2001.

3. There was no written partnership agreement and the partnership was managed in an informal manner as all the partners are relatives. The dispute between the parties concerned a factory at No 121 Kaki Bukit Avenue, Singapore 415995 (the "Kaki Bukit property"), from which BF operates its business. This property was purchased with partnership funds in June 1999 for S$1,339,650. The then partners, including Lim and Tock, signed the Sale and Purchase Agreement. Although the property was purchased when Lim and Tock were still partners of BF, the transfer of the title to the property to those who signed the Sale and Purchase Agreement in 1999 only took place in 2001, by which time Lim and Tock had left the partnership. Both of them refused to execute the requisite documents to transfer the property to the present partners of BF. Hence, the present partners commenced the originating summons presently being considered.

4. It was common ground that the Kaki Bukit property is partnership property and that when Lim and Tock withdrew from the partnership, they received the sums of $80,420 and $268,690.79 respectively from the partnership. The plaintiffs contended that based on these undisputed facts, Lim and Tong have no beneficial interest in the Kaki Bukit property. As such, they cannot refuse to transfer the said property to the existing partners of BF.

5. Both Lim and Tock asserted that they were not paid an adequate amount when they withdrew from the partnership and that the Kaki Bukit property was not included in the calculation of the amount to which they were entitled upon their retirement. Tock’s father, Tock Seng Guan, who acted on her behalf in partnership matters, stated her case as follows in paragraph 11 of his affidavit:

I wish to say that there was no possibility of any objection to the payment out when my daughter withdrew from the partnership because documents and materials were not made available to me voluntarily to make such an objection…. I thought that Sim Yak Song would be fair by making a reasonable payment. It was only subsequently when the past accounts were looked at more carefully by my professional advisors that I discovered to my horror that Sim Yak Song had been totally unreasonable and unfair...