SHIJU VARGHESE JOYCE & Anor v KIDNEY THERAPEUTICS CENTRE PTE. LTD. & Anor

[2026] SGHC 81 High Court (General Division) 10 April 2026 • HC/OC 235/2024 • 83 min read

32 cases cited (29 SG, 3 foreign)

Catchwords

Companies — Oppression Contract — Formation — Oral agreement

Practice Areas

Companies Contract

Judges (1)

Sushil Nair Delivered

Counsel (12)

Covenant Chambers LLC Firm LVM Law Chambers LLC Firm Silvester Legal LLC Firm Akesh Abhilash Counsel Plaintiff Clara Lim Ai Ying Counsel Defendant Ho Jun Yang Joshua (He Junyang) Counsel Defendant Lim Ting Xuan Lynette Counsel Defendant Marilyn Sim Ruilin Counsel Plaintiff Muk Chen Yeen Jonathan Counsel Defendant Shari Huang Xiao Rui Counsel Plaintiff Sim Puay Jain Edwin Counsel Defendant Wong Vanessa Counsel Plaintiff

Parties (4)

Kidney Therapeutics Centre Pte Ltd Defendant Leena Mathew Plaintiff Shiju Varghese Joyce Plaintiff Yang Wen-Shin Defendant

Case Significance

Shiju Varghese Joyce and another v Kidney Therapeutics Centre Pte Ltd and another [2026] SGHC 81, decided by Sushil Nair J on 10 April 2026 after a trial spanning five weeks in August and October 2025, centred on whether an oral "founding agreement" struck in May 2021 between the claimants and Yang Wen-Shin (the second defendant) gave rise to enforceable rights in the kidney dialysis business operated by Kidney Therapeutics Centre Pte Ltd. Shiju Varghese Joyce and Leena Mathew alleged the agreement governed profit-sharing, management roles, and operational control of the dialysis clinic, but Yang Wen-Shin categorically denied any such agreement existed. The case, described by Sushil Nair J as a cautionary tale about conducting business on undocumented oral understandings, engaged the law of oral contract formation, minority oppression under the Companies Act, and the evidentiary burden of proving informal arrangements when the parties' relationship sours. The 32 cited authorities — 29 Singapore, 3 foreign — reflect the breadth of the oppression and oral contract analysis.

Summary

Nurses Shiju Varghese Joyce and Leena Mathew sued Kidney Therapeutics Centre Pte Ltd and nephrologist Dr Yang Wen-Shin, claiming breach of an oral founding agreement allegedly made in May 2021 that established profit-sharing and management rights over a kidney dialysis business, as well as misrepresentation and minority shareholder oppression under s 216 of the Companies Act. Dr Yang denied the existence of any such founding agreement. The High Court dismissed all claims, finding that the claimants had not established on a balance of probabilities the existence of the founding agreement or any oppressive conduct.

What was the central dispute in Shiju Varghese Joyce v Kidney Therapeutics Centre [2026] SGHC 81?

Shiju Varghese Joyce and Leena Mathew claimed an oral founding agreement made in May 2021 with Yang Wen-Shin governed their profit-sharing, management roles, and control of Kidney Therapeutics Centre Pte Ltd's dialysis business. Yang Wen-Shin denied any such agreement, and Sushil Nair J decided the matter after a trial in August to October 2025.

What legal claims did the claimants bring in [2026] SGHC 81 relating to the kidney dialysis business?

Shiju Varghese Joyce and Leena Mathew brought claims for breach of the alleged oral founding agreement, misrepresentation, and minority oppression under the Companies Act against Kidney Therapeutics Centre Pte Ltd and Yang Wen-Shin. The claimants had no written documentation to support their account of the May 2021 arrangement.

Statutes Cited

Companies Act (Cap 50)

s 203 s 216 s 403(1)

Cases Cited (32)

SG (10)

[2011] SGHC 30 [2015] SGHC 78 [2017] SGHC 169 [2018] SGHC 169 [2019] SGHC 56 [2020] SGHC 224 [2022] SGHC 192 [2023] SGHC 183 [2023] SGHC 361 [2023] SGHC 6

SLR (19)

[2005] 2 SLR(R) 56 [2010] 2 SLR 209 [2010] 2 SLR 776 [2015] 5 SLR 1422 [2015] 5 SLR 307 [2016] 1 SLR 137 [2016] 1 SLR 373 [2016] 5 SLR 226 [2018] 2 SLR 333 [2018] 4 SLR 331 [2018] 5 SLR 1 [2019] 2 SLR 1 [2019] 3 SLR 218 [2020] 2 SLR 221 [2020] 5 SLR 304 [2024] 1 SLR 361 [2024] 6 SLR 313 [2025] 1 SLR 1400 [2025] 4 SLR 1020

UK (2)

[1973] AC 360 [1999] 1 WLR 1092

MY (1)

[1978] 2 MLJ 227

Judgment

Read the full judgment on the official Singapore Courts portal.

Read on eLitigation

Source: eLitigation ([2026] SGHC 81)