Bakery Mart Pte Ltd (In Receivership) v Sincere Watch Ltd

JurisdictionSingapore
CourtCourt of Three Judges (Singapore)
JudgeChao Hick Tin JA
Subject MatterCivil Procedure,Whether defendant ought to be granted unconditional instead of conditional leave to defend,Summary judgment,Whether defence bona fide,Leave to defend
Published date17 December 2003
Plaintiff CounselGabriel Peter (Gabriel Law Corporation)
Defendant CounselPhilip Ling (Wong Tan & Molly Lim LLC),Ismail Atan (Gabriel Law Corporation)
Date02 September 2003
Docket NumberCivil Appeal No 142 of 2002

Delivered by Chao Hick Tin JA

1 This was an appeal by the defendant against a decision of the High Court affirming a decision of the Assistant Registrar granting the defendant conditional leave to defend the action, the condition being the provision of a banker’s guarantee for the full amount of the claim in the action. We heard the appeal on 24 July 2003 and allowed it, granting the defendant unconditional leave to defend. We now give our reasons.

The facts

2 The defendant, Bakery Mart Pte Ltd (“Bakery”), is a private limited company in the business of distributing baking and confectionery materials. Bakery is wholly owned by Hup Wing Pte Ltd (“Hup Wing”). All the shares of Hup Wing, except one, are owned by Mr Charles Ng (“Ng”) who manages and controls Bakery.

3 The plaintiff, Sincere Watch Ltd (“Sincere”), is a public listed company and is in the business of retailing fine watches. Two officers of Sincere played a key role in the present dispute with Bakery: Mr Tay Liam Wee (“Tay”), its managing director, and Mr Soh Gim Teik (Soh), its director.

4 In late 1999, Bakery and Sincere agreed to cooperate and embark on a business venture by equally acquiring all the shares in Culina Pte Ltd (“Culina”), a company then owned by the Hai Sun Hup Group (“Hai Sun Hup”). Culina dealt in the supply and distribution of fresh and frozen foods, pastry products and wines. For this venture, Sincere acted through its wholly owned subsidiary, Avante Investment Pte Ltd (“Avante”). However, as Bakery lacked funds to pay for half of the shares in Culina, the same was provided by Sincere and an arrangement, by way of an option deed, was entered into under which Sincere was given an option, within two years thereof, to subscribe for 300,000 shares in Bakery at the price of $500,000. The deed also provided that upon subscription to the shares of Bakery, Sincere would give a loan of $100,000 to Bakery. For reasons which will be apparent later, Sincere did not exercise the option but it did, on the same day on which the option deed was executed, make a pre-payment of $500,000 to Bakery, plus the further loan of $100,000.

5 The purchase of Culina was completed on 30 November 1999 and, as agreed, Ng became its Managing Director.

6 About a year later, both parties thought that it would best advance their business venture if they undertook a corporate restructuring through the setting up of a holding company. They started negotiations on that. The parties had planned to bring under the umbrella of the proposed holding company (“HC”) three companies: Culina, Bakery and Food Resources Pte Ltd (“Food Resources”), the latter being a company owned by Tay and Soh and was involved in the business of importing ice-cream from Australia. In fact, earlier in September 2000, Ng was appointed a director of Food Resources.

7 By April 2001, it was agreed that Sincere would have 70% of the shareholding of the HC, and Bakery, 30%. Draft agreements drawn on this basis were put up by their respective solicitors. As part of the restructuring plan, 299,999 shares in Food Resources were transferred to Ng at a nominal value and he was to hold the shares in trust for Tay and Soh. Another one share of Food Resources was held by Ng’s sister, Ng Sock Cheng, on a similar trust. This transfer of shares of Tay and...

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5 cases
  • Tan Swee Wan and another v Johnny Lian Tian Yong
    • Singapore
    • High Court (Singapore)
    • 26 July 2018
    ...must be answered on the basis of an objective assessment of the facts. In Bakery Mart Pte Ltd (in receivership) v Sincere Watch Ltd [2003] 3 SLR(R) 462 at [22], Chao Hick Tin JA noted that: … where negotiations are protracted the court is entitled to look at all the circumstances and apply ......
  • Shenzhen Kenouxin Electronic Co Ltd v Heliyanto and others
    • Singapore
    • High Court (Singapore)
    • 21 July 2016
    ...the cases cited by the plaintiff on the interpretation of contracts namely, Bakery Mart Pte Ltd (in receivership) v Sincere Watch Ltd [2003] 3 SLR(R) 462, Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 and Tribune Investment Trust I......
  • Supercars Lorinser Pte Ltd and another v Benzline Auto Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 23 December 2016
    ...is that intention to make an offer or to accept is determined objectively: Bakery Mart Pte Ltd (in receivership) v Sincere Watch Ltd [2003] 3 SLR(R) 462 at [22]; Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029 at [1]. Applying that t......
  • Han Cheng Fong v Teo Chong Nghee Patrick and others
    • Singapore
    • High Court (Singapore)
    • 27 February 2013
    ...the 1 March document is a shareholders’ agreement, note may be taken of Bakery Mart Pte Ltd (in receivership) v Sincere Watch Ltd [2003] 3 SLR(R) 462, where the Court of Appeal stated (at [22]): … [W]here negotiations are protracted the court is entitled to look at all the circumstances and......
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