Morgan Bernard Jean Terigi & 2 Ors v Laurence Hook

[2023] SGHC(A) 3 High Court (Appellate Division) 26 January 2023 AD/CA 24/2022

5 cases cited Cited by 1 case

Outcome

Appeal allowed in part

“…we allow the appeal in part.”

Source: [2023] SGHC(A) 3, High Court (Appellate Division), decided 26 January 2023. Read directly from the judgment.

Key facts

Court	High Court (Appellate Division)
Decided	26 January 2023
Judges	Belinda Ang Saw Ean, Hoo Sheau Peng, Kannan Ramesh
Charges / claim	Contract
Outcome	Appeal allowed in part
Counsel	Christopher Bridges Law Corporation, LVM Law Chambers LLC, Christopher Bridges, Lee Sien Liang Joseph, Qabir Singh Sandhu, Tan Siang Teck Kenneth, Thong Ying Xuan

Source: [2023] SGHC(A) 3, High Court (Appellate Division), decided 26 January 2023 — eLitigation. Updated 10 July 2026.

Catchwords

Contract — Waiver Contract — Consideration — Estoppel

Practice Areas

Contract

Judges (3)

Belinda Ang Saw Ean Coram Hoo Sheau Peng Coram Kannan Ramesh Delivered

Counsel (7)

Christopher Bridges Law Corporation Firm LVM Law Chambers LLC Firm

Christopher Bridges Counsel for the respondent

Lee Sien Liang Joseph Counsel for the appellant Qabir Singh Sandhu Counsel for the appellant

Tan Siang Teck Kenneth Counsel for the respondent

Thong Ying Xuan Counsel for the appellant

Parties (4)

Incomlend Pte Ltd Appellant

Dmitri Vladimirovitch Kouchnirenko Appellant

Laurence Hook Respondent

Morgan Bernard Jean Terigi Appellant

Case Significance

Terigi, Morgan Bernard Jean and others v Hook, Laurence [2023] SGHC(A) 3 was decided in the Appellate Division of the High Court by Kannan Ramesh JAD (delivering the judgment), Belinda Ang Saw Ean JCA and Hoo Sheau Peng J, with judgment reserved and given on 26 January 2023 in Civil Appeal No 24 of 2022. Three men who founded a company, describing themselves as the Founders, agreed in a shareholders' deed to which 14 investors were parties to become full-time employees, failing which they would transfer their allocated shares to the other shareholders. One held out and did not enter an employment agreement but did not lose his shares; a later shareholders' deed, this time with 27 new investors as well as the previous 14, said nothing about requiring the holdout to become a full-time employee. The holdout never became a full-time employee, and the two other men transferred his shares to themselves. The central question was whether that transfer was lawful, with catchwords on contract waiver, consideration and estoppel.

Summary

This Appellate Division appeal concerned Incomlend Pte Ltd and its founders, Mr Terigi and Mr Kouchnirenko, against Mr Laurence Hook, who held shares but never became a full-time employee as contemplated in the shareholders' deeds. The central issue was whether the founders' transfer of Mr Hook's shares to themselves was lawful. The court granted a declaration that Mr Hook breached the 1st Shareholders' Deed and was not entitled to his shares, so his counterclaim failed, but declined the Transfer Declaration because the shares should have passed via the giveaway mechanism rather than the sale mechanism used.

What was the central question in Terigi v Hook [2023] SGHC(A) 3?

The central question was whether the transfer of a holdout founder's shares was lawful, after he never became a full-time employee of the company but a later shareholders' deed, with 27 new investors and the previous 14, omitted any full-time employment requirement.

Which judges decided Terigi, Morgan Bernard Jean and others v Hook, Laurence ([2023] SGHC(A) 3)?

The Appellate Division of the High Court comprised Kannan Ramesh JAD, who delivered the judgment, with Belinda Ang Saw Ean JCA and Hoo Sheau Peng J. Judgment was reserved and given on 26 January 2023, addressing contract waiver, consideration and estoppel.