Tullio v Maoro

JurisdictionSingapore
CourtCourt of Three Judges (Singapore)
JudgeKarthigesu JA
Judgment Date23 May 1994
Neutral Citation[1994] SGCA 76
Citation[1994] SGCA 76
Plaintiff CounselMichael Kor (Michael Kor & Co)
Subject MatterPrinciples,Relief sought that defendant repurchase the shares,Depriving successful party of part of his costs,Companies,Relief,Costs,s 216 Companies Act (Cap 50, 1990 Ed),Keeping shareholder out of company management,Civil Procedure,Successful party not acting improperly or unreasonably,Principles governing award of costs,Requirement of fairness on the facts of the particular case,Shares bought by oppressed member from defendant,Whether shares to be sold at their original price or at their net value at the date of judgment,Oppression
Published date19 September 2003
Date23 May 1994
Defendant CounselTan Jee Ming and N Sreenivasan (Derrick Ravi & Pnrs)
Docket NumberCivil Appeals Nos 35 and 104 of 1993

The appellant, an Italian national engaged in the business of dealing in building materials in Bolzano, Northern Italy, had come to Singapore in or about July 1991 with a view to expanding his business in South-East Asia and to that end to registering a business in Singapore. However he encountered certain obstacles in setting up a business in Singapore due to the legal requirement of having a locally resident manager or director, as the case may be, for his business. He then met the respondent, also an Italian national but a resident of Singapore, who hailed, co-incidentally, from Bolzano. They became friends as was to be expected in these circumstances. When the appellant made known to the respondent his intentions in coming to Singapore, the respondent, who was also engaged in the business of dealing in building materials and who had established businesses in Singapore for the past 20 years, invited the appellant to invest in a company called La Mar Diamant (Overseas) Pte Ltd (`the company`) in which he held 41,300 shares and his wife held 200 shares representing a paid up capital of $415,000 at $10 per share out of the authorized capital of $600,000. The company was at that time inactive. The respondent conducted his business in building materials through another company called La Mar Diamant (SEA) Pte Ltd which had a paid up capital of $2.4m.

Following discussions between the appellant and the respondent, the latter was persuaded by the appellant to re-activate the company, in which the appellant would have an equal say, by buying over half the issued and fully paid shares at $7 per share which the respondent represented to the appellant was based on the net worth of the company as at 1 March 1992. Accordingly the appellant agreed to buy 20,750 fully paid up shares in the company from the respondent for $145,250.

No formal agreement was entered into between the appellant and the respondent. It was contended by the appellant at the hearing of the petition, which the learned trial judge accepted, that the agreement was partly oral and partly in writing. She found the oral content of the agreement to be, that the appellant would be responsible for the operations of the company in Italy whilst the respondent would be mainly responsible for the operations in Singapore; that joint signatures of both the appellant and the respondent were required for all cheques drawn on the company`s foreign account with Banca Commerciale Italiana (BCI) at Carrara, Italy; and that the appellant would be the `manager` or director of the company and have an equal role in the running of the company and in decision making. It was also agreed that the respondent would sponsor the appellant`s application for an employment pass.

The written content of the agreement was contained in a letter in Italian from the respondent to the appellant dated 15 February 1992 and countersigned by the appellant on 16 February 1992. The material terms of this letter may be thus summarized from an English translation which was provided: that the appellant will be given 50% of the paid up capital in the company (20,750 shares) upon payment of $145,250 (about 109m lire at the rate of exchange of 750 lire to $1) calculated at $7 per share which was based on the accounts of the company for the year ended 1 March 1992; that the appellant will deposit in the company`s account at Banca Commerciale Italiana (BCI) Carrara, Italy $10,000 by 15 March 1992 as a guarantee for the payment of the purchase price of the 20,750 shares, which will be returned once BCI confirmed the receipt of the purchase price; that the company`s trade and business in marble and granite and other products `would take place outside Singapore`, and any business effected by the company in Singapore would have to be approved by the respondent; that joint signatures would be necessary for `certain kinds of operations to be defined`; that the company would rent office space and equipment from La Mar Diamant (SEA) Pte Ltd, the respondent`s other company, at $2,500 per month and rent storage space as and when necessary at $2.50 per unit ton; that the respondent was `prepared to devote the necessary time to the management of the company as he lived in Singapore`; that the appellant `would have to work full time and exclusively in the interest of the business` of the company; that if the appellant wanted to apply for an employment pass in Singapore, he would have to apply to the relevant authorities and state his position as `Sales Manager of the company` and declare a monthly salary of not less than $2,500; that if the appellant received a salary the respondent would be entitled to the same salary; that apart from this the annual profits would be shared equally between the respondent...

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72 cases
  • Sunny Metal and Engineering Pte Ltd v Ng Khim Ming Eric
    • Singapore
    • High Court (Singapore)
    • 15 December 2006
    ...& Edmonson (1971) 18 BLR 149 (refd) Sutherland Shire Council v Heyman (1985) 157 CLR 424 (refd) Tullio Planeta v Maoro Andrea G [1994] 2 SLR (R) 501; [1994] 2 SLR 489 (folld) TV Media Pte Ltd v De Cruz Andrea Heidi [2004] 3 SLR (R) 543; [2004] 3 SLR 543 (refd) Twinsectra Ltd v Yardley [......
  • Goh Chok Tong v Jeyaretnam Joshua Benjamin and another action
    • Singapore
    • Court of Three Judges (Singapore)
    • 17 July 1998
    ...whole or part of his costs: Re Elgindata Ltd (No 2) [1992] 1 WLR 1207, per Nourse LJ at p 1214A-B (cited with approval in Tullio v Maoro [1994] 2 SLR 489 , and the judgment on costs in the Tang appeal). 61.Having stated these principles we now turn to consider the decision of the trial judg......
  • Ng Sing King and Others v PSA International Pte Ltd and Others (No 2)
    • Singapore
    • High Court (Singapore)
    • 18 January 2005
    ...it appropriate that costs should follow the event according to O 59 r 3 of the Rules of Court. The Court of Appeal in Tullio v Maoro [1994] 2 SLR 489 at 496, [24] had made the following pronouncement concerning the exercise of a court’s discretion in awarding We have found Re Elgindata Ltd ......
  • Re Eng Cheong Peng Kee Pte Ltd
    • Singapore
    • High Court (Singapore)
    • 27 April 1998
    ...fair on the facts of the particular case: see Re London School of Electronics Ltd [1986] Ch 211 at p 224B per Nourse J; Tullio v Maoro [1994] 2 SLR 489 at p 494F-G per Karthigesu JA. 18.On that premise, I consider the date for the valuation of the plaintiff`s shares should be the date of th......
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1 books & journal articles
  • DIRECT SUITS AND DERIVATIVE ACTIONS: RETHINKING SHAREHOLDER PROTECTION IN COMPARATIVE CORPORATE LAW.
    • United States
    • Washington University Global Studies Law Review Vol. 21 Nbr. 3, September 2022
    • 22 September 2022
    ...3 (superseding Rules of Court (R5. Cap. 322. rev. ed. 2014), O. 59 rr. 1, 3, from 1 April 2022) (Sing.); Tullio Planeta v. Maoro Andrea G [1994] SGCA 76. [19941 2 SLR(R) 501 [24] (Sing.); AUSTL. L. REFORM COMM'N, COSTS SHIFTING--WHO PAYS FOR LITIGATION [paragraph] 4.2 (A.L.R.C. Rep. No. 75,......

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