Chenet Finance Ltd v Lim Poh Yen (alias Lim Allene) and others and another suit

Chenet Finance Ltd v Lim Poh Yen (alias Lim Allene) and others and another suit

The Court found the Sale Notice was signed before the Transfer Notices were dispatched and the Transfer Notices were sent on 23 July 2009; the $2.2m figure was known and adopted by Chenet's camp and did not invalidate the Sale Notice; Abu Bakar accepted the Offer in time (Acceptance delivered via Carina to Allene and to company officer by 11 August 2009); however there was no valid contract enforceable in specific performance between Chenet and Abu Bakar because the intended transfer to Hopaco was a sham and there was no genuine offer meant to be acted on by shareholders; unlawful act conspiracy claim failed because the unlawful act (false email dated 18 August 2009) occurred after...

Citation
[2012] SGHC 158
Parties
Plaintiff (suit 781); Defendant (suit 796): Chenet Finance Ltd; First Defendant: Lim Poh Yen (alias Lim Allene); Second Defendant; Plaintiff (suit 796): Abu Bakar bin Ismail; Third Defendant (nominal): Berlian Ferries Pte Ltd
Court
General Division of the High Court
Jurisdiction
Singapore
Judgment Date
3 August 2012
Case Number
Suit No 781 of 2009 consolidated with Suit No 796 of 2009
Procedural Posture
Civil Consolidated Suits: Shareholder Dispute Over Transfer of Shares; Claim for Specific Performance; Claim for Unlawful Act Conspiracy / Trial Judgment on Merits (high Court Decision)
Outcome
Judgment for defendants on principal claims: Abu Bakar's claim for specific performance dismissed; Chenet declared legal and beneficial owner of the 24,017,983 shares; Chenet's unlawful act conspiracy claim dismissed; Chenet's claim for items against Allene dismissed (items 1 and 2 previously withdrawn); Allene's...
Legal Topics
Share Transfer, Pre Emption Rights Under Articles of Association, Specific Performance, Unlawful Act Conspiracy, Non Est Factum, Unilateral Mistake, Unconscionability, Lifting the Corporate Veil, Abuse of Process, Costs
Source Language
English
Company Law Contract Tort Equity Civil Procedure Bankruptcy Share Transfer Pre Emption Rights Under Articles of Association +8 more

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Parties

Chenet Finance Ltd

Plaintiff (suit 781); Defendant (suit 796)

Lim Poh Yen (alias Lim Allene)

First Defendant

Abu Bakar bin Ismail

Second Defendant; Plaintiff (suit 796)

Berlian Ferries Pte Ltd

Third Defendant (nominal)

Procedural Posture

Civil Consolidated Suits: Shareholder Dispute Over Transfer of Shares; Claim for Specific Performance; Claim for Unlawful Act Conspiracy / Trial Judgment on Merits (high Court Decision)

Legal Issues

  1. 1 whether there was an unlawful act conspiracy to deprive Chenet of the shares
  2. 2 whether Articles 22 price mechanism was complied with
  3. 3 whether allocation notice under Article 22(c) was given appropriately

Ratio Decidendi

The Court found the Sale Notice was signed before the Transfer Notices were dispatched and the Transfer Notices were sent on 23 July 2009; the $2.2m figure was known and adopted by Chenet's camp and did not invalidate the Sale Notice; Abu Bakar accepted the Offer in time (Acceptance delivered via Carina to Allene and to company officer by 11 August 2009); however there was no valid contract enforceable in specific performance between Chenet and Abu Bakar because the intended transfer to Hopaco was a sham and there was no genuine offer meant to be acted on by shareholders; unlawful act conspiracy claim failed because the unlawful act (false email dated 18 August 2009) occurred after...

Court Disposition

Judgment for defendants on principal claims: Abu Bakar's claim for specific performance dismissed; Chenet declared legal and beneficial owner of the 24,017,983 shares; Chenet's unlawful act conspiracy claim dismissed; Chenet's claim for items against Allene dismissed (items 1 and 2 previously withdrawn); Allene's...

Orders

  • Abu Bakar's claim for specific performance dismissed
  • Declaration that Chenet Finance Ltd is the legal and beneficial owner of 24,017,983 shares in Berlian Ferries Pte Ltd