Compass Consulting Pte Ltd v Lim Siau Hing @ Lim Kim Hoe & Anor

[2023] SGHC 17 High Court (General Division) 20 January 2023 HC/S 433/2021

23 cases cited Cited by 4 cases

Key facts

Court	High Court (General Division)
Decided	20 January 2023
Judge	Goh Yihan
Charges / claim	Contract
Counsel	Paul Ong Chambers LLC, Rajah & Tann Singapore LLP, Benedict Tedjopranoto, Cheng Wai Yuen Mark, Ong Min-Tse Paul, Tan Tian Hui

Source: [2023] SGHC 17, High Court (General Division), decided 20 January 2023 — eLitigation. Updated 10 July 2026.

Catchwords

Contract — Contractual terms — Rules of construction Contract — Illegality and public policy — Statutory illegality

Practice Areas

Contract

Judges (1)

Goh Yihan Delivered

Counsel (6)

Paul Ong Chambers LLC Firm Rajah & Tann Singapore LLP Firm Benedict Tedjopranoto Counsel for the defendant Cheng Wai Yuen Mark Counsel for the defendant

Ong Min-Tse Paul Counsel for the plaintiff

Tan Tian Hui Counsel for the defendant

Parties (3)

Compass Consulting Pte Ltd Plaintiff

Lim Siau Hing @ Lim Kim Hoe Defendant

Lim Vhe Kai Defendant

Case Significance

Compass Consulting Pte Ltd v Lim Siau Hing (alias Lim Kim Hoe) and another [2023] SGHC 17 is a General Division of the High Court judgment delivered by Goh Yihan JC on 20 January 2023 in Suit No 433 of 2021. The plaintiff, Compass Consulting Pte Ltd, claimed $500,000 worth of company shares (the "Bonus Shares") and $480,000 in moneys (the "Cash Fee") against Mr Lim Siau Hing @ Lim Kim Hoe and Mr Lim Vhe Kai ("Damien"), based on its alleged completion of an agreement to aid in a reverse take-over (RTO) of a company. The judge allowed the plaintiff's claim in part for a sum of $500,000, holding that Compass had proved the existence and validity of the underlying agreement, which was not tainted by illegality, but that under that agreement Compass was only entitled to $500,000. The catchwords concern rules of construction and statutory illegality.

Summary

Compass Consulting Pte Ltd claimed $500,000 in bonus shares and $480,000 in cash fees from Lim Siau Hing and Lim Vhe Kai for its alleged completion of an agreement to assist in a reverse take-over of a company. The dispute concerned the construction of the agreement and whether it was tainted by statutory illegality under the Securities and Futures Act. The High Court allowed the claim in part, awarding $500,000 in damages for the bonus shares and finding the agreement valid and not illegal.

What was the outcome in Compass Consulting Pte Ltd v Lim Siau Hing ([2023] SGHC 17)?

Goh Yihan JC allowed the plaintiff's claim in part for $500,000, finding that Compass Consulting Pte Ltd had proved a valid underlying agreement not tainted by illegality, but that under that agreement Compass was only entitled to $500,000 rather than the additional $480,000 Cash Fee claimed.

What did Compass Consulting claim in Suit No 433 of 2021 ([2023] SGHC 17)?

Compass Consulting Pte Ltd claimed $500,000 worth of company shares (the "Bonus Shares") and $480,000 in moneys (the "Cash Fee") from Lim Siau Hing @ Lim Kim Hoe and Lim Vhe Kai, based on its alleged completion of an agreement to assist a reverse take-over.

Statutes Cited

Civil Law Act (Cap 43) Cases on this Act →

s 12

Compass nor its representatives have capital markets services licences under the Securities and Futures Act (Cap 289) Cases on this Act →

Contracts (Rights of Third Parties) Act (Cap 53B) Cases on this Act →

Interpretation Act (Cap 1) Cases on this Act →

s 2(1)

Cases Cited (23)

SG (4)

[2009] SGDC 483 [2011] SGHC 155 [2020] SGHC 104 [2021] SGHC 179

SLR (19)

[1999] 1 SLR(R) 908 [2008] 3 SLR(R) 1029 [2012] 3 SLR 125 [2013] 4 SLR 193 [2014] 3 SLR 609 [2016] 1 SLR 1069 [2016] 2 SLR 1083 [2017] 1 SLR 219 [2017] 2 SLR 627 [2018] 1 SLR 170 [2018] 1 SLR 180 [2018] 1 SLR 317 [2018] 1 SLR 363 [2019] 1 SLR 696 [2019] 2 SLR 837 [2019] 4 SLR 577 [2021] 2 SLR 1054 [2021] 5 SLR 648 [2022] 1 SLR 884