Lee Siew Ngug and others v Lee Brothers (Wee Kee) Pte Ltd and another

Lee Siew Ngug and others v Lee Brothers (Wee Kee) Pte Ltd and another

The court held that the inherent equitable jurisdiction cannot be invoked to override the explicit statutory prohibition in s 194(4) absent truly exceptional circumstances; s 194(4) therefore bars the plaintiffs' rectification and removal prayers relating to an entry older than 30 years and the originating summons is to be struck out.

Citation
[2015] SGHC 106
Parties
Plaintiffs/respondents: Lee Siew Ngug and others; 1st Defendant/appellant: Lee Brothers (Wee Kee) Pte Ltd; 2nd Defendant/appellant: Lee Hiok Kee Pte Ltd
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
23 April 2015
Case Number
Originating Summons No 503 of 2014 (Registrar's Appeal Nos 398 and 399 of 2014)
Procedural Posture
Originating Summons / Registrar's Appeal Against Dismissal of Strike Out Applications
Outcome
Appeal allowed; Assistant Registrar's orders set aside; originating summons struck out
Legal Topics
Rectification of Register, Inherent Jurisdiction, Section 194(4) Companies Act, Abuse of Process, Shareholder Dispute
Source Language
English
Company Law Equity Civil Procedure Rectification of Register Inherent Jurisdiction Section 194(4) Companies Act Abuse of Process Shareholder Dispute

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Parties

Lee Siew Ngug and others

Plaintiffs/respondents

Lee Brothers (Wee Kee) Pte Ltd

1st Defendant/appellant

Lee Hiok Kee Pte Ltd

2nd Defendant/appellant

Procedural Posture

Originating Summons / Registrar's Appeal Against Dismissal of Strike Out Applications

Legal Issues

  1. 1 Whether the court's inherent jurisdiction permits rectification of a company's register despite s 194(4) of the Companies Act
  2. 2 Whether s 194(4) bars an application to remove a member whose entry in the register was made more than 30 years before the application
  3. 3 Whether plaintiffs can rely on a contractual right under the articles to remove a member independent of s 194(4)

Ratio Decidendi

The court held that the inherent equitable jurisdiction cannot be invoked to override the explicit statutory prohibition in s 194(4) absent truly exceptional circumstances; s 194(4) therefore bars the plaintiffs' rectification and removal prayers relating to an entry older than 30 years and the originating summons is to be struck out.

Court Disposition

Appeal allowed; Assistant Registrar's orders set aside; originating summons struck out

Orders

  • Set aside the Assistant Registrar's orders including orders on costs
  • Originating summons struck out