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Tan Yong San v Neo Kok Eng and others [2011] SGHC 30
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[2011] SGHC 30
General Division of the High Court of Singapore7 Feb 2011Suit No 241 of 2007
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“ecoming unavailable due to the passage of time. Accordingly, we are of the view that the defence of laches applies to the Appellant’s claim for equitable relief: Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [114]. For the avoidance of doubt, the doctrine of laches does not apply to a claim in unjust enrichme”
“, he cannot in my judgment now complain that he was being unfairly treated.” (own emphasis added) [100] The issue of delay and laches were also considered in the case of Tan Yong San v. Neo Kok Eng [2011] SGHC 30 in respect of an oppression action under Section 216 of the Singapore Companies Act (Cap 50, 2006 Rev Ed) (”
“f Mr Goh’s purported termination from Main Co without also scrutinising his own conduct. In an oppression claim, a claimant shareholder’s conduct is relevant at two levels (Tan Yong San v Neo Kok Eng [2011] SGHC 30 at [103], [106]–[107]; Marten, Joseph Matthew at [175]):”
“The plaintiffs relied on Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”) in which the High Court held that s 6 of the Limitation Act did not apply to a claim under s 216 since such a claim was statutory in nature and not founded on a contract, or tort, or”
“The equitable principle of laches was examined in considerable detail by the High Court in Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”). The High Court observed (at [98]) that the general principle is that laches would operate to bar the grant of equitable relief, whether or not the underlying”
“ts rights have been oppressed due to his conduct. He relies on the authority of Tokuhon (Pte) Ltd v Seow Kang Hong and others [2003] 4 SLR(R) 414 (“Tokuhon”) and Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”) in support of this position.”
“a representation to the defendant that it does not object to that conduct, which representation may found an estoppel, a waiver or an abandonment of rights: see Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [112] and [114] and Genelabs Diagnostics Pte Ltd v Institut Pasteur and another [2000] 3 SLR(R) 530 at”
“so takes into account the conduct of all the parties in determining whether there has been unfairness as a whole. As Quentin Loh JC (as he then was) explained in Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [103]:”
“as, by standing by and doing nothing, made certain representations to the defendant in circumstances to found an estoppel, waiver, or abandonment of rights” (see Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [114]).”
“6 of the Companies Act, such actions being “statutory in nature and not founded on a contract, or on tort, or on any other limb under s 6 of the Limitation Act”: Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [95]; also Lim Seng Wah and another v Han Meng Siew and others [2016] SGHC 177 at [163].”
“to the full cost of it at $280,000. The acquiescing party must be aware of the acts to be committed, because one cannot acquiesce to something one does not know (Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [117]). If Xu is taken to have acquiesced to Wang purchasing a club membership at $280,000 just becaus”
“In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30, the High Court explained the scope of this defence and the requirements for it to operate (at [112]):”
“egan undercutting the Company, this only occurred from around March 2017 and did not negate or justify the Defendants’ prior acts of oppression or unfairness. In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [106], the court stated that:”
“ld only be achieved by ordering the respondent to purchase back the shares at the price at which the respondent sold them to the appellant in the first place. In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30, the court ordered the majority to buy the applicant’s shares in the company at their initial capitalised”
“As to the defence of acquiescence, the High Court in Tan Yong San v Neo Kok Eng [2011] SGHC 30 (“Tan Yong San” at [112]) – citing the CA’s decision in Genelabs Pte Ltd v Institut Pasteur [2000] 3 SLR(R) 530 – explained the defence as follows:”
“In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”), the High Court held that while the courts hearing a s 216 application would take into account an equitable defence such as laches, the extent to which such a defence would disentitl”
“As the High Court in Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”) explained at [114], the doctrine of acquiescence is premised on the fact that the claimant has, by standing by and doing nothing, made certain representations to the defendant in cir”
“iff has, by standing by and doing nothing, made certain representations to the defendant in circumstances to found an estoppel, waiver, or abandonment of rights: Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [114].”
“Mr Deniyal counters with authorities that expressly hold that s 6 of the Limitation Act does not apply to claims brought under s 216 of the Companies Act. In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”) at [95], the court held that none of the limbs of s 6 of the Limitation Act were applicable”
“(c) an action for minority oppression under s 216 of the Companies Act (Cap 50, 2006 Rev Ed) (see the High Court decision of Tan Yong San v Neo Kok Eng and others [2011] SGHC 30); and”
“In Tan Yong San v Neo Kok Eng [2011] SGHC 30 (“Tan Yong San”), a claim involving s 216 of the Companies Act (Cap 50, 2006 Rev Ed), a second High Court judge compared the doctrines of acquiescence and laches, and held that while laches was confi”
“In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”), the plaintiff Tan, who held 0.89% of the shares in a company known as “CHH”, brought a suit under s 216 of the Companies Act against the majority shareholder Neo, who held 99.1% of”
“The Respondent’s written submissions on estoppel comprise a mere three paragraphs. In the first paragraph, the Respondent reproduced quotes from Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [112] (which cited from Genelabs Diagnostics Pte Ltd v Institut Pasteur [2000] 3 SLR(R) 530 at [76]) and [114] on what”
“In Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [112], the High Court, citing the decision of the Court of Appeal in Genelabs Diagnostics Pte Ltd v Institut Pasteur and another [2000] 3 SLR(R) 530, explained the scope of the equitable defence o”
“entation may found an estoppel, a waiver or an abandonment of rights: Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters [2018] 2 SLR 333 at [188], citing Tan Yong San v Neo Kok Eng [2011] SGHC 30 at [112] and [114] and Genelabs Diagnostics Pte Ltd v Institut Pasteur [2000] 3 SLR(R) 530 at [76]. The C”
“efendant in circumstances to found an estoppel, waiver, or abandonment of rights” [emphasis added] (Eller, Urs v Cheong Kiat Wah [2020] SGHC 106 at [102], citing Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 at [114]).”
“Importantly, laches can only be used as a defence against a claim for equitable relief (Salaya Kalairani at [52], citing Tan Yong San v Neo Kok Eng [2011] SGHC 30 at [114]).”
“ake into account the conduct of all the parties in determining whether there has been unfairness as a whole warranting the grant of relief under s 125(1)(i) (see Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”) at [103]). Any inequity on the applicant’s part would be a relevant factor in the court’”
“entitled to take into account the conduct of all the parties in determining whether there has been commercial unfairness warranting relief under s 216 of the Companies Act (Tan Yong San v Neo Kok Eng [2011] SGHC 30 (“Tan Yong San”) at [103] and [106]). It is thus permissible to consider whether the Claimants have come”
“any time [the court] thinks fit]” in the section did not contemplate the operation of these defences; and third, the Husband had suffered no prejudice. While in Tan Yong San v Neo Kok Eng and others [2011] SGHC 30 (“Tan Yong San”), the High Court applied laches in a statutory context, being s 216 of the Companies Act (”
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Tan Yong San v Neo Kok Eng and others [2011] SGHC 30
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Case No: Suit No 241 of 2007
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Court: General Division of the High Court of Singapore
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Decision Date: 2011-02-07
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