LEONG QUEE CHING KAREN v LIM SOON HUAT & 5 Ors

Facts

Leong Quee Ching Karen is one of the children of the late Dato Lim Kim Chong. Under a 2013 deed of family arrangement, later amended in 2015, his children were split into two groups: one group held shares in Sin Soon Lee Realty Company (Private) Limited (SSLRC) and the other, including the claimant, in Seng Lee Holdings Pte Ltd (SLH). The amended deed obliged the first group to procure SSLRC to transfer two properties, in Geylang and on Tamarind Road, to SLH or its nominees.

In July 2022 the first defendant, Lim Soon Huat, requisitioned a meeting of SSLRC to vote on transferring the properties. The claimant then sued the majority shareholders of SLH, including the first and second defendants, for minority oppression in Originating Claim No 158 of 2022. One of the alleged oppressive acts was that they intended the properties to go to the first defendant and his son, the fifth defendant, rather than to SLH. In Summons No 2781 of 2022 she sought interim injunctions restraining SSLRC and the first three defendants from taking steps to transfer the properties, or alternatively restraining the first and fifth defendants from disposing of them, until the claim was decided. The first defendant undertook to postpone dealing with the transfer resolutions pending the application, and those resolutions were withdrawn at the meeting on 1 August 2022.

Issues

1. Whether the injunctions sought were in substance proprietary injunctions requiring a proprietary interest in the properties.
2. Whether the claimant, as a minority shareholder of SLH, had a proprietary interest in the properties.
3. Whether the balance of convenience favoured granting the injunctions, including the effect of her delay.

Holding

Goh Yihan J dismissed the claimant's application for interim injunctions. There was no serious question to be tried, the balance of convenience did not favour the injunctions, and her delay also weighed against them. Absent agreement, costs submissions of up to seven pages each were to be filed within 14 days.

Reasoning

The judge held that the serious question must relate to the specific relief sought, not merely to whether the oppression claim was viable, since success in that claim might yield only a remedy such as a buyout. Because the injunctions would fasten on particular assets, they were in substance proprietary injunctions, whatever their label and even though they were sought only until trial. The English cases relied on, Re Mountforest Ltd and Re Ravenhart Service (Holdings) Ltd, involved restraining company resolutions or remuneration payments rather than proprietary relief; in any case, the transfer resolutions here had been withdrawn.

A proprietary injunction needs a seriously arguable proprietary interest. The claimant's claim was personal, as a shareholder, and a shareholder has no legal or equitable interest in the company's assets. So there was no serious question to be tried, and the judge left open whether she was the proper plaintiff.

On the balance of convenience, the judge said that in an oppression action, where damages are not a statutory remedy, the question is whether the claimant can be adequately financially compensated. Any loss from a transfer could be quantified; planned redevelopment in Geylang did not prevent valuation, and she relied on the properties' economic rather than unique value. She had also conceded at an earlier hearing that a written offer from the first defendant was reasonable and addressed the properties. Finally, although her conduct was not so improper as to bar relief, she waited close to four months after raising concerns in a letter before applying, which undercut any urgency.

From the judgment