Foo Jong Long Dennis v Ang Yee Lim Lawrence and another

Foo Jong Long Dennis v Ang Yee Lim Lawrence and another

Court found on the facts that the mediation on 12 April 2001 produced a conditional agreement that PL and the plaintiff would sell their interests to the defendants for S$36m if the defendants obtained financing; plaintiff's silence amounted to acceptance in the faction negotiation context; the 14 April Minutes recorded a binding financing/back-to-back arrangement with the TYL consortium to finance defendants' purchase and subsequent transfer, not a sale of the defendants' own shares; accordingly no breach of pre-emption arose, plaintiff was estopped and had waived rights under the Deed, and the conspiracy/fraud/misrepresentation claims failed.

Citation
[2016] SGHC 10
Parties
Plaintiff: Dennis Foo Jong Long; 1st Defendant: Ang Yee Lim @ Ang Yee Lim Lawrence; 2nd Defendant: William Tan Leong Ko
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
28 January 2016
Case Number
S 72/2013
Procedural Posture
Civil Action (contract and Tort) / Trial on Liability; Judgment Delivered
Outcome
All claims dismissed; action dismissed
Legal Topics
Pre Emption Rights Under Articles, Agreement Via Mediation, Silence as Acceptance, Misrepresentation and Fraud, Conspiracy, Estoppel and Waiver, Inherent Jurisdiction to Discharge Solicitors
Source Language
English
Contract Tort Company Law Evidence Professional Conduct Pre Emption Rights Under Articles Agreement Via Mediation Silence as Acceptance +4 more

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Parties

Dennis Foo Jong Long

Plaintiff

Ang Yee Lim @ Ang Yee Lim Lawrence

1st Defendant

William Tan Leong Ko

2nd Defendant

Procedural Posture

Civil Action (contract and Tort) / Trial on Liability; Judgment Delivered

Legal Issues

  1. 1 Whether an agreement was reached at the end of mediation on 12 April 2001 that PL and DF would sell their interests for S$36m if defendants obtained financing
  2. 2 Whether the 14 April 2001 Chinese 'Minutes of Meeting' constituted a binding agreement and whether it recorded a sale of the defendants' shares
  3. 3 Whether defendants breached plaintiff's pre-emption rights under the Relevant Articles

Ratio Decidendi

Court found on the facts that the mediation on 12 April 2001 produced a conditional agreement that PL and the plaintiff would sell their interests to the defendants for S$36m if the defendants obtained financing; plaintiff's silence amounted to acceptance in the faction negotiation context; the 14 April Minutes recorded a binding financing/back-to-back arrangement with the TYL consortium to finance defendants' purchase and subsequent transfer, not a sale of the defendants' own shares; accordingly no breach of pre-emption arose, plaintiff was estopped and had waived rights under the Deed, and the conspiracy/fraud/misrepresentation claims failed.

Court Disposition

All claims dismissed; action dismissed

Orders

  • Action dismissed
  • Costs reserved; parties to be heard on costs if no agreement