Toh Wei-Jack v Yong Ling Ling Jasmine and others

• Jurisdiction: Singapore
• Judge: Tan Siong Thye J
• Judgment Date: 29 December 2020
• Neutral Citation: [2020] SGHC 282
• Court: High Court (Singapore)
• Docket Number: Suit No 910 of 2020 (Summons No 4454 of 2020)
• Published date: 05 January 2021
• Year: 2020
• Hearing Date: 20 November 2020
• Plaintiff Counsel: Chiok Beng Piow and Margaret Lee Hui Zhen (JHT Law Corporation)
• Defendant Counsel: Goh Siong Pheck Francis, Natasha Goh Leshuang and Selina Yap Sher Lin (Harry Elias Partnership LLP)
• Subject Matter: Civil Procedure,Stay of proceedings
• Citation: [2020] SGHC 282

Tan Siong Thye J: Introduction

The plaintiff, Toh Wei-Jack, and the first defendant, Yong Ling Ling Jasmine, were formerly married. They were granted interim judgment for divorce on 23 March 2020 in FC/D 205/2020 (“the Divorce Proceedings”). Presently, they are waiting for the hearing of ancillary matters in the Divorce Proceedings to deal with the division of their matrimonial assets. The second to fifth defendants (“the Companies”) are companies incorporated in Singapore by the plaintiff and the first defendant between 2016 and 2019, prior to their divorce.

On 24 September 2020, the plaintiff commenced HC/S 910/2020 (“the Suit”) in respect of a claim in minority oppression against the first defendant in relation to the Companies. On 13 October 2020, the defendants applied by way of HC/SUM 4454/2020 (“SUM 4454”) for a stay of the proceedings in the Suit pending the outcome of the hearing of ancillary matters in the Divorce Proceedings.

On 20 November 2020, I granted the defendants’ application for a stay of proceedings. On 14 December 2020, the plaintiff filed a notice of appeal against my decision. I now set out the reasons for my decision.

The facts

The plaintiff and the first defendant were married on 31 July 2008. Between 2016 and 2019, the plaintiff and the first defendant incorporated the Companies in Singapore. At the time of the hearing of SUM 4454, the shareholding in each of the Companies was divided amongst the plaintiff, the first defendant and Ms Rita Iskandar w/o de Braux Peter (alias Rita Iskandar) (“Rita”), in the following manner:¹

Company	Percentage of shareholding
Plaintiff	First defendant	Rita
Sugared Asia Pte Ltd (the second defendant)	24%	56%	20%
Sugared Academy Pte Ltd (the third defendant)	20%	60%	20%
Sugared Downtown Pte Ltd (the fourth defendant)	20%	60%	20%
Sugared Thomson Pte Ltd (the fifth defendant)	20%	60%	20%

On 15 January 2020, the plaintiff filed a writ for divorce in the Divorce Proceedings. Interim judgment for divorce was granted by the Family Justice Court (“FJC”) on 23 March 2020. However, certain ancillary matters pertaining to the division of the matrimonial assets remained outstanding. The plaintiff and the first defendant did not dispute that their respective shares in each of the Companies were matrimonial assets liable for division and allocation in the Divorce Proceedings.² As at the time of the hearing of SUM 4454, the Divorce Proceedings were at the discovery stage for the ancillary matters.³

On 24 September 2020, the plaintiff commenced the Suit against the defendants. The plaintiff’s case in the Suit centred on the alleged acts of oppression committed by the first defendant in relation to the Companies. The reliefs sought for by the plaintiff included a buyout by the first defendant of all the plaintiff’s shares in each of the Companies (“the Share Buyout”).⁴ On 13 October 2020, the defendants applied in SUM 4454 for the proceedings in the Suit to be stayed pending the determination of the ancillary matters in the Divorce Proceedings.

The parties’ submissions

The defendants made two alternative submissions in support of their application for a stay of proceedings. First, the defendants submitted that the court should exercise its discretion to stay the proceedings in the Suit pursuant to s 18 of the Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed) (“SCJA”), read with para 9 of the First Schedule to the same.⁵ This was because (a) the outcome of the Divorce Proceedings would have a material effect on the Suit; (b) there was substantial overlap in the issues, arguments and evidence in the Divorce Proceedings and the Suit; (c) the Divorce Proceedings were in a more advanced stage than the Suit; and (d) it was burdensome and oppressive to the parties and their witnesses for both the Divorce Proceedings and the Suit to progress concurrently.⁶

Second, in the alternative, the defendants submitted that the court should exercise its inherent jurisdiction under O 92 r 4 of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) (“Rules of Court”) to stay the proceedings in the Suit. This was because, in all the circumstances of the case, the stay was necessary to prevent injustice and/or an abuse of the court’s processes.⁷

In response to the defendants’ first submission regarding the court’s power to grant a stay pursuant to s 18 read with para 9 of the First Schedule to the SCJA, the plaintiff submitted that there was no multiplicity of proceedings warranting the court’s exercise of its discretion. This was because (a) the FJC was not the forum to adjudicate the issue of minority oppression and consequential remedies; and (b) the issues arising for the court’s determination in the Suit were entirely different from those arising in the Divorce Proceedings.⁸

In response to the defendants’ second submission regarding the court’s power to grant a stay pursuant to its inherent jurisdiction under O 92 r 4 of the Rules of Court, the plaintiff submitted that the defendants had failed to show “exceptional circumstances” demonstrating the necessity of imposing a stay.⁹

My decision The applicable principles

Pursuant to s 18 read with para 9 of the First Schedule to the SCJA, the court has the discretion to order a stay of proceedings. Sections 18(1) and 18(2) of the SJCA read as follows: 18.—(1) The High Court shall have such powers as are vested in it by any written law for the time being in force in Singapore. (2) Without prejudice to the generality of subsection (1), the High Court shall have the powers set out in the First Schedule.

Paragraph 9 of the First Schedule reads as follows:

Stay of proceedings

9. Power to dismiss or stay proceedings where the matter in question is res judicata between the parties, or where by reason of multiplicity of proceedings in any court or courts or by reason of a court in Singapore not being the appropriate forum the proceedings ought not to be continued.

The principles underlying the court’s exercise of its discretion under the SCJA are well-settled. These principles were summarised by the Singapore International Commercial Court in BNP Paribas Wealth Management v Jacob Agam and another [2017] 3 SLR 27 at [34] and [35] as follows: 34 The principles laid down in [Chan Chin Cheung v Chan Fatt Cheung and others [2010] 1 SLR 1192 (‘Chan Chin Cheung’)] have been considered in subsequent cases such as RBS Coutts Bank Ltd v Brunner Hans-Peter [2010] SGHC 342 (‘RBS Coutts’) and Ram Parshotam Mittal v Portcullis Trustnet (Singapore) Pte Ltd [2014] 2 SLR 1337 (‘Ram Mittal’). These cases have expanded on Chan Chin Cheung by approving the following factors, identified by the Federal Court of Australia in Sterling Pharmaceuticals Pty Limited v The Boots Company (Australia) Pty Limited (1992) 34 FCR 287 [(‘Sterling’)] at [16], as relevant (RBS Coutts at [26]; Ram Mittal at [53]): (a) which proceeding was commenced first; (b) whether the termination of one proceeding is likely to have a material effect on the other; (c) the public interest; (d) the undesirability of two courts competing to see which of them determines common facts first; (e) consideration of circumstances relating to witnesses; (f) whether work done on pleadings, particulars, discovery, interrogatories and preparation might be wasted; (g) the undesirability of substantial waste of time and effort if it becomes a common practice to bring actions in two courts involving substantially the same issues; (h) how far advanced the proceedings are in each court; (i) the law should strive against permitting multiplicity of proceedings in relation to similar issues; and (j) generally balancing the advantages and disadvantages to each party. 35 The above list of factors is not exhaustive. Ultimately, the grant of a limited stay of proceedings is a discretionary exercise of the court’s case management powers. This discretion is triggered when there is a multiplicity of proceedings; and in exercising these powers, the court is entitled to consider all the circumstances of the case. The underlying concern is the need to ensure the efficient and fair resolution of the dispute as a whole.

In Ram Mittal, the High Court observed at [52] and [53] that: 52 … The case law has instead suggested that the discretion to grant a limited stay entails the court taking a commonsensical and practical approach, bearing in mind considerations such as multiplicity in proceedings, the risk of conflicting judgments, international comity and fairness to the parties … 53...