Teo Yong Seng and Others v Lim Bweng Tuck and Others

CourtHigh Court (Singapore)
JudgeWarren Khoo L H J
Judgment Date09 March 1998
Neutral Citation[1998] SGHC 70
Citation[1998] SGHC 70
Published date21 February 2013
Plaintiff CounselSpencer Gwee
Defendant CounselKhush Chopra


Oral Judgment

The question in this suit is whether the plaintiffs entered into the share buy-out agreement by reason of the defendants' threats to report the plaintiffs' wrongdoings to the policy. (When I say defendants, I refer, in the case of the third and fourth defendants, to their representatives).

There were basically three sets of people at the meeting of 26 June 1987. It is good to put ourselves in the shoes of these different sets of people as they went to that meeting. First, there was John Sam. He was head of a firm of auditors. The company was only one of many of his clients. He had been doing the company's annual audits since its incorporation in 1983. He had worked much more closely with the plaintiffs than with the defendants. In fact, he had met the defendants only once a year, and hardly got to know them. In 1987, there had been unhappiness over the company's performance over the last five years of its existence. He was asked by all the directors (i.e. the plaintiffs and defendants) to conduct a study about the apparent discrepancy between the company's profits and its sales turnover, to try to find an answer why the profit margin in certain bad years was better than in good years. This would involve a great deal of work. He decided to concentrate on the plywood side of the business, as a pilot study perhaps. He had spent 5 days on that, and he had found a few invoices which appeared to be unusual. They were invoices purportedly issued by firms in Johore Bahru, but they did not bear the usual business registration numbers, lorry numbers and so on. He concluded that to conduct a proper study as he had been instructed to do, it would take a long time and it would be costly. He wanted to tell the directors and to get their further instructions. So he called the meeting in question.

The second set of people were the defendants. They, like the plaintiffs, were directors of the company, but they took no part in the management of the company. They were contractors. They were all busy running their own business or businesses. The investment in the company was not a very big amount - $50,000 each. It had not given them any big returns; they had only been getting directors fees. They had become curious why they had made so little money, but they had done no more than asking John Sam to do a study. They were then asked to attend the meeting.

Then there was the third set of people, the plaintiffs. They were the ones who had had the...

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3 cases
  • Aju v Ajt
    • Singapore
    • Court of Three Judges (Singapore)
    • August 22, 2011
    ...1 (refd) Swiss Singapore Overseas Enterprises Pte Ltd v Exim Rajathi India Pvt Ltd [2010] 1 SLR 573 (refd) Teo Yong Seng v Lim Bweng Tuck [1998] SGHC 70 (refd) Westacre Investments Inc v Jugoimport-SPDR Holding Co Ltd [1999] QB 740, HC (folld) Westacre Investments Inc v Jugoimport-SPDR Hold......
  • Ajt v Aju
    • Singapore
    • High Court (Singapore)
    • July 16, 2010
    ...QB 785 (folld) Sui Southern Gas Co Ltd v Habibullah Coastal Power Co (Pte) Ltd [2010] 3 SLR 1 (refd) Teo Yong Seng v Lim Bweng Tuck [1998] SGHC 70 (folld) VV v VW [2008] 2 SLR (R) 929; [2008] 2 SLR 929 (refd) Westacre Investments Inc v Jugoimport-SDPR Holding Co Ltd [2000] QB 288 (refd) Win......
  • AJU v AJT
    • Singapore
    • Court of Three Judges (Singapore)
    • August 22, 2011
    ...Industries Sdn Bhd (formerly known as Pembinaan Muncul Hebat Sdn Bhd) [1993] 2 MLJ 224; and Teo Yong Seng & Ors v Lim Bweng Tuck & Ors [1998] SGHC 70. He quoted, inter alia, the following passage in Shripad (at 84–85), where Lokur J made a clear distinction between a compoundable offence an......

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