Tan Tse Haw v Peh Tian Swee and another

Tan Tse Haw (the claimant) and Peh Tian Swee (the first defendant) were equal shareholders in Vfix Auto Private Limited, a motor vehicle repair and maintenance business. The claimant's employment with the company ended on 10 July 2023. He sued for oppression under s 216 of the Companies Act 1967, alleging that the first defendant had shut him out of management and mismanaged the company. The first defendant counterclaimed to wind the company up, alleging that the claimant had poached staff and diverted business to SG Truck Automotive Pte Ltd (STAPL), a company the first defendant said the claimant had set up.

On 16 October 2024 an assistant registrar ordered the claimant to produce letters from STAPL engaging the company's ex-employees (Category 1) and STAPL's quotations, job orders, invoices and statements of account to the company's ex-customers and debtors from March 2023 to end 2023 (Category 2). After supplementary lists and a verifying affidavit, the claimant's position was that no Category 1 documents existed and that he had disclosed every Category 2 document in his possession or control. On 4 April 2025 the assistant registrar made an unless order in HC/SUM 299/2025. The claimant appealed in Registrar's Appeal No 85 of 2025 in Originating Claim No 158 of 2024.

1. Whether the plain and obvious test governs whether a party has complied with a production order when an unless order is sought
2. Whether it was plain and obvious that written employment contracts for the two ex-employees existed
3. Whether it was plain and obvious that quotations, job orders and March and April 2023 invoices existed and were withheld
4. Whether job cards fell within job orders and, if so, warranted an unless order

The court said an unless order had to rest on a finding that the production order was breached. It extended the test from Lutfi Salim bin Talib and another v British and Malayan Trustees Ltd [2024] 5 SLR 86: affidavits filed in response to a production order are conclusive unless objective material makes it plain and obvious that the documents exist and are held, a high threshold made more apt by how drastic unless orders are. A party who cannot meet it should test the evidence by cross-examination at trial. The assistant registrar had not been referred to this test.

On Category 1, the claimant said STAPL hired only two former employees and issued them no letters. The assistant registrar's reasons for disbelief, including Ministry of Manpower work permit practice, were equivocal; it was not implausible that a small company hired staff without written contracts, and the evidence showed only that written consent was needed for a permit.

On Category 2, nothing made it plain and obvious that quotations existed. The absence of March and April 2023 invoices raised, rather than answered, the question whether any existed, and evidence that STAPL was operating in April 2023 did not show it billed the company's ex-customers then.

On job cards, attaching them to invoices did not make them job orders. The production order did not mention job cards, the first defendant knew the term and could have asked for them, and any lack of clarity was resolved for the producing party. In any event an unless order was unnecessary: the first defendant was entitled to inspect the job cards referred to in the disclosed invoices, and the claimant accepted this.

The High Court allowed the appeal and set aside the assistant registrar's unless order. It ordered the first defendant to pay costs here and below fixed at $10,200 inclusive of disbursements.