OON SWEE GEK & 2 Ors v VIOLET OON INC. PTE. LTD. & 2 Ors

[2024] SGHC 170 High Court (General Division) 3 July 2024 • HC/OC 301/2022|HC/CWU 195/2022 • 23 min read

8 cases cited (6 SG, 2 foreign)

Catchwords

Companies — Oppression — Remedies — Order requiring sale of shares in company by member to other members — Independent valuation of shares in company for compulsory sale Civil Procedure — Costs — Quantum — Appendix G of Supreme Court Practice Directions 2021 — Costs guidelines for party-and-party costs for trials of commercial matters

Practice Areas

Companies Civil Procedure

Judges (1)

Philip Jeyaretnam Delivered

Counsel (10)

Drew & Napier LLC Firm TSMP Law Corporation Firm Chew Xizhi Stephanie Counsel Defendant Fu Wei Jun Nicholas Counsel Defendant Jacinth Teo Ying En Counsel Claimant Justin Lai Wen-Jin Counsel Claimant Meryl Koh Junning Counsel Claimant Phoon Wuei Counsel Defendant Shahera Safrin Counsel Claimant Thio Shen Yi Counsel Defendant

Parties (6)

Group MMM Pte Ltd Defendant Violet Oon Inc Pte Ltd Defendant Murjani Manoj Mohan Defendant Oon Swee Gek Claimant Tay Su-Lyn Claimant Tay Yiming Claimant

Case Significance

Oon Swee Gek and others v Violet Oon Inc Pte Ltd and others and another matter [2024] SGHC 170 was a reserved judgment of the General Division of the High Court of Singapore, delivered by Philip Jeyaretnam J on 3 July 2024 following a hearing on 23 May 2024. It comprised Originating Claim No 301 of 2022 and Companies Winding Up No 195 of 2022 (the latter brought under ss 125(1)(f) and 125(1)(i) of the Insolvency, Restructuring and Dissolution Act 2018), and was a supplementary judgment to the court's earlier decision of 19 January 2024, Oon Swee Gek and others v Violet Oon Inc Pte Ltd and others [2024] SGHC 13 ("Violet Oon (Merits)").

In Violet Oon (Merits), the court had held that the second defendant, Murjani Manoj Mohan, had in 2019 procured a shareholders' agreement with the claimants — Oon Swee Gek, Tay Su-Lyn and Tay Yiming — through duress and undue influence, and set it aside, finding that his conduct amounted to commercial unfairness engaging s 216(1) of the Companies Act 1967. As reflected in the catchwords, this supplementary judgment dealt with the oppression remedy of ordering a sale of shares by a member to other members, including independent valuation of those shares for compulsory sale, and with the quantum of party-and-party costs under Appendix G of the Supreme Court Practice Directions 2021. The claimants were represented by Drew & Napier LLC and the defendants by TSMP Law Corporation, including Thio Shen Yi.

Summary

This was a supplementary judgment by Philip Jeyaretnam J following an earlier merits decision in which the second defendant was found to have engaged in commercially unfair conduct under s 216 of the Companies Act 1967, with the ordered remedy being the compulsory sale of his shareholding in Violet Oon Inc Pte Ltd (held via the third defendant) to the claimants, who are family members owning half the company. The outstanding matters concerned terms of the independent valuation for the court-ordered share sale and the incidence and quantum of costs. The court decided the disputed valuation terms and awarded the claimants $299,000 in costs plus disbursements of $63,889.95, for which the second and third defendants were jointly and severally liable.

What did the court address in Oon Swee Gek v Violet Oon Inc Pte Ltd [2024] SGHC 170?

[2024] SGHC 170 was a supplementary judgment by Philip Jeyaretnam J addressing the oppression remedy of a compulsory share sale with independent valuation, and the quantum of party-and-party costs under Appendix G of the Supreme Court Practice Directions 2021, following the earlier Violet Oon (Merits) decision.

What had been decided in the earlier Violet Oon merits judgment referenced in [2024] SGHC 170?

In the earlier [2024] SGHC 13, the court found that second defendant Murjani Manoj Mohan procured a 2019 shareholders' agreement through duress and undue influence and set it aside, holding his conduct amounted to commercial unfairness engaging s 216(1) of the Companies Act 1967.