AP AUTOMOTIVE SERVICES PTE. LTD. V LIEW NYOK WAH

Case Significance

AP Automotive Services Pte Ltd v Liew Nyok Wah [2024] SGHC 246 was an ex tempore judgment delivered by Hri Kumar Nair J in the General Division of the High Court in Originating Claim No 475 of 2023, with hearings on 10, 13, 17-20, 23 and 25 September 2024 and judgment delivered on 25 September 2024. The claimant, AP Automotive Services Pte Ltd (the "Company"), was incorporated on 5 August 2020 and has three shareholders: the defendant, Mr Liew Nyok Wah ("Mr Liew"), Mr Teo Ying Ping ("Mr Teo") and Mr Ho Siow Poh ("Mr Ho"), who held the position of Managing Director and was the Company's sole director on record. The matter included a counterclaim by Mr Liew against the Company.

The judgment describes how three long-term friends incorporated a company in which each held shares in almost equal proportions, with two focusing on securing funding while the third was appointed sole director and managed operations; as the company's need for capital grew, the shareholders' relationship strained and disputes arose, particularly over funding. The catchwords identify the issues as whether a person was a de facto or shadow director and the breach of directors' duties. Much of the dispute turned on whether the shareholders agreed to make financial contributions by way of capital injections and whether the contributions were in fact capital injections or loans tethered by expectations of repayment. The Company was represented by counsel from Nine Yard Chambers LLC, including Yeo Lai Hock, Nichol, Andrew Ong and Qua Bi Qi, while the defendant was represented by counsel from Fortress Law Corporation, including Madeline Chan Yuen Hun and Ow Yong Wei En James (Ouyang Wei'En).