GOH SENG HENG v RSP INVESTMENTS & 6 Ors

GOH SENG HENG v RSP INVESTMENTS & 6 Ors

The court dismissed Dr Goh's injunction application because he acted mala fide and sought to prevent a bona fide rights issue intended to save the company; the court granted the AM group's springboard injunction and maintained the Mareva injunction because there was a prima facie case of misuse of confidential...

Source-derived case information.

Citation
[2016] SGHC 275
Parties
Plaintiff in Suit No 546; Defendant in Suit No 111: Goh Seng Heng; First Defendant in Suit No 546: RSP Investments; Second Defendant in Suit No 546: Terence Loh; Third Defendant in Suit No 546: Nelson Loh; Fourth Defendant in Suit No 546: Motcombe Holdings Limited; Fifth Defendant in Suit No 546: Justin Demetrio Reis; Sixth Defendant in Suit No 546: Peter Anthony Reis; Former Defendant in Suit No 546: Wang Xiaopu (Lucy); First Plaintiff in Suit No 111: Aesthetic Medical Partners Pte Ltd; Second Plaintiff in Suit No 111: Aesthetic Medical Holdings Pte Ltd; Third Plaintiff in Suit No 111 (joined): PPP Investments Pte Ltd; Second Defendant in Suit No 111: Goh Ming Li Michelle (Michelle); Third Defendant in Suit No 111: Quikglow Pte Ltd; Fourth Defendant in Suit No 111: Lee Kin Yun; Fifth Defendant in Suit No 111: Koh Mui Lee; Sixth Defendant in Suit No 111: Goh Ming Yi Melissa
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
12 December 2016
Case Number
HC/S 546/2015 ( HC/SUM 1124/2016 ) |HC/S 111/2016 ( HC/SUM 934/2016,HC/SUM 554/2016,HC/SUM 754/2016 )
Procedural Posture
Interlocutory Disputes in Shareholder/company Litigation (applications for Interim Injunctions and Mareva Injunction) / Interlocutory Stage (applications and Setting Aside; Appeals Filed)
Outcome
Dr Goh's interim injunction application dismissed; AM group's springboard injunction granted; Mareva injunction continued and setting-aside application dismissed
Legal Topics
Interim Injunction, Mareva Injunction, Springboard Injunction, Breach of Fiduciary Duty, Misuse of Confidential Information, Restraint of Trade, Shareholder Dispute, Rights Issue
Source Language
english
Civil Procedure Company Law Equity Contract Commercial Law Injunctions Interim Injunction Mareva Injunction +6 more

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Parties

Goh Seng Heng

Plaintiff in Suit No 546; Defendant in Suit No 111

RSP Investments

First Defendant in Suit No 546

Terence Loh

Second Defendant in Suit No 546

Nelson Loh

Third Defendant in Suit No 546

Motcombe Holdings Limited

Fourth Defendant in Suit No 546

Justin Demetrio Reis

Fifth Defendant in Suit No 546

Peter Anthony Reis

Sixth Defendant in Suit No 546

Wang Xiaopu (Lucy)

Former Defendant in Suit No 546

Aesthetic Medical Partners Pte Ltd

First Plaintiff in Suit No 111

Aesthetic Medical Holdings Pte Ltd

Second Plaintiff in Suit No 111

PPP Investments Pte Ltd

Third Plaintiff in Suit No 111 (joined)

Goh Ming Li Michelle (Michelle)

Second Defendant in Suit No 111

Quikglow Pte Ltd

Third Defendant in Suit No 111

Lee Kin Yun

Fourth Defendant in Suit No 111

Koh Mui Lee

Fifth Defendant in Suit No 111

Goh Ming Yi Melissa

Sixth Defendant in Suit No 111

Procedural Posture

Interlocutory Disputes in Shareholder/company Litigation (applications for Interim Injunctions and Mareva Injunction) / Interlocutory Stage (applications and Setting Aside; Appeals Filed)

Legal Issues

  1. 1 Whether Dr Goh was entitled to an interim injunction restraining meetings/alteration of share capital to preserve status quo pending trial
  2. 2 Whether AM group established a prima facie case and balance of convenience for a springboard injunction to restrain Quikglow and use of confidential information
  3. 3 Whether a Mareva injunction preventing dissipation of assets and requiring asset disclosure should be continued

Ratio Decidendi

The court dismissed Dr Goh's injunction application because he acted mala fide and sought to prevent a bona fide rights issue intended to save the company; the court granted the AM group's springboard injunction and maintained the Mareva injunction because there was a prima facie case of misuse of confidential information, breaches of fiduciary and contractual restraints, and a real risk of asset dissipation such that damages would be inadequate and the balance of convenience favoured injunctive relief.

Court Disposition

Dr Goh's interim injunction application dismissed; AM group's springboard injunction granted; Mareva injunction continued and setting-aside application dismissed

Orders

  • Continuation of Mareva injunction restraining Dr Goh from disposing of assets up to SGD 10000000 and order for disclosure of assets; setting-aside application dismissed