By Constance Leong
This case relates to a shareholders’ dispute in Expressions International Holdings Pte Ltd (“Expressions”), a company well known for its slimming products.
The founders of Expressions had agreed to buy from each of the 37 minority shareholders their respective shares in Expressions. When they failed to pay one of the installments which fell due, they were sued and were made bankrupts in 2010.
D, one of the founders of Expressions, while in bankruptcy, found an investor who was keen to buy all the shares in Expressions, including the shares of the Defendants. The Defendants’ lawyers prepared a Sales and Purchase Agreement (S&P Agreement). However, as the purchase of the shares would take time and since the priority was for the bankruptcy orders to be annulled without delay, D decided to issue a Cashier’s Order in discharge of the judgment debt. He spoke to his brother, CKW, who is the Plaintiff in this case. The Plaintiff procured a Cashier’s Order of S$1.5million in favour of the solicitors of the Defendants. However, contrary to the purpose of the payment, the Defendants’ solicitors released the monies to the Defendants when the S&P Agreement has not been signed and without any shares being transferred. No action was taken by the creditors to annul the bankruptcy orders made against the founders of Expressions.
The Defendants’ case was that they were entitled to receive the sum unconditionally on the basis of an alleged oral agreement.
In an Oral Judgment delivered by Justice Steven Chong, His Honour rejected the Defendants’ arguments as their own conduct betrayed their case. His Honour also successfully illuminated fundamental insurmountable flaws in the Defendants’ case. The learned judge ruled in favour of the Plaintiff and was of the view that the defence was a misconceived afterthought contrived by the Defendants to withhold the payment to which they knew they were not entitled.
Our Mr Goh Phai Cheng, SC, was counsel (instructed) for the Plaintiff, Mr Chiu Khai Weng.