Yong Kin Sen (administrator of the estate of Loke Siew Kee, deceased) v Loke Jian Xun Gabriel Prieztiano
| Jurisdiction | Singapore |
| Judge | Woo Bih Li JAD |
| Judgment Date | 31 January 2024 |
| Neutral Citation | [2024] SGHC(A) 4 |
| Court | High Court Appellate Division (Singapore) |
| Docket Number | Originating Application No 57 of 2023 |
| Hearing Date | 14 December 2023 |
| Citation | [2024] SGHC(A) 4 |
| Year | 2024 |
| Plaintiff Counsel | Jasjeet Singh s/o Harjindar Singh (Dhillon & Panoo LLC) |
| Defendant Counsel | Foo Soon Yien and See Zhi Yan (BR Law Corporation) |
| Subject Matter | Probate and Administration,Executors |
| Published date | 31 January 2024 |
AD/OA 57/2023 (“OA 57”) is an application for permission to appeal against the decision of a judge of the General Division of the High Court (the “Judge”) given on 17 November 2023. For the reasons stated below, we dismiss the application.
Background There were eight brothers who held shares in Kian Hoe Loke Kee Pte Ltd (“the Company”). The eight brothers were:
Gabriel Prieztiano Loke Jian Xun (the “Plaintiff”) is the son of LSH.
The Plaintiff claimed that in or about 2002, LSS had agreed to transfer 59,523 ordinary shares in the Company to LSH at the price of 10 cents per share.
The Plaintiff also claimed that sometime in or about 2002, LSY had agreed to transfer 16,087 shares in the Company to LSH at the price of 10 cents per share.
LSH passed away on 21 November 2010. He had made two Wills dated 15 November 2010 and 16 November 2010 respectively.
LSH’s sister, Loke Siew Kee (“LSK”) was the executor of LSH’s estate.
On 18 May 2011, LSS’s 59,523 shares were transferred to LSH, and LSY’s 16,087 shares were transferred to LSH.
On 7 November 2012, LSK was granted probate of LSH’s estate based on the first Will. It is not clear why the grant was based on the first Will, but nothing material turns on this because parties proceeded on the basis that all of LSH’s shares in the Company were given to the Plaintiff under the Wills even though the first Will mentioned 59,523 shares only and it is the second Will which mentioned “all” of LSH’s shares. Henceforth, for convenience, we will refer to the Wills simply as the “Will”.
LSK sold all the shares in the Company which LSH held. She received $398,715.22. She paid $189,357.61 to the Plaintiff but retained the balance of $209,357.61 (the “Balance”). The Balance is the sum attributed to the 59,523 shares transferred by LSS to LSH and 8,044 shares transferred by LSY to LSH. In other words, although LSY had transferred 16,087 shares to LSH, only 8,044 of those shares are in dispute (in addition to the 59,523 shares transferred by LSS to LSH).
LSK declined to pay the Balance to the Plaintiff on the basis that the 59,523 shares still belonged beneficially to LSS and the 8,044 shares were held by LSH for LSS. We refer to the total of 67,567 (
As LSK declined to pay the Balance to the Plaintiff, he commenced action against her as beneficiary of all LSH’s shares in the Company. After trial had commenced but before its completion, LSK passed away. The administrator of her estate is her husband, Yong Kin Sen (“Yong”). He was appointed by order of court to represent LSK in the Plaintiff’s action. For convenience, we refer to LSK or Yong as the “Defendant” unless it is appropriate to distinguish between the two.
On 6 February 2023, a District Judge (the “DJ”) granted the Plaintiff judgment for the Balance, interest and costs.
On 20 February 2023, the Defendant filed an appeal to the Judge who dismissed the appeal. OA 57 is the Defendant’s application for permission to appeal against that decision.
The main reason for the decision of the DJ and of the Judge pertained to the bankruptcy of LSS.
On 24 March 2003, LSS was adjudged a bankrupt. On 20 March 2019, LSS was discharged from bankruptcy.
As is evident from the above history, when LSS’s 59,523 shares were transferred to LSH on 8 May 2011, LSS was already adjudged a bankrupt. However, this transfer was not disclosed to the Official Assignee (“OA”) at the material time. Neither was the OA informed at the material time that out of the 16,087 shares transferred by LSY to LSH, 8,044 shares were supposed to be held by LSH for LSS.
The Plaintiff alleged that the transfers of the Disputed Shares were genuine sales for the stipulated consideration of 10 cents per share. In response to LSK’s contention that the transfers were done pursuant to an agreement with...
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