[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
that Wei’s relationship with them began with threats, lies, mistrust and
suspicion. Whilst they knew that Seah was discussing with Wei in
November/December 2014 for Wei to purchase Seah’s shares in the Company,
they had resisted this suggestion, and Wei only informed them about his
purchase of Seah’s shares after he and Seah had executed the sale and purchase
agreement. 12
15 I accept that the Company was founded on the basis of mutual trust and
confidence and managed like a quasi-partnership and run on an informal basis
which continued even when Wei came on board as a shareholder.
16 The Defendants stated that the shareholders and directors ran the
Company’s affairs informally and would independently make decisions for it,
without having to seek approval from each other. Low stated that the Company
was run on an informal manner even before he joined. 13 Seah attested that the
Company was operated on the basis of mutual trust and confidence and like a
quasi-partnership with each shareholder-director working together for mutual
profit, and hence each shareholder was also a director and there was an
expectation that each of them would be involved in key decisions and the
direction of the business. In Suit 446/2016 (“Suit 446”), commenced by Seah
against the Company to claim monies owed to him, the Defendants (who acted
for the Company) pleaded that “The directors … were equal shareholders who
were working together in a joint enterprise for mutual profit.” 14 The directors
also did not have written contracts of service with the Company and their
remuneration was informally decided at meetings. Low stated that he, Sim and
12
DCS at [113]; Low’s AEIC at [51] and [55].
13
Low’s AEIC at [27]–[30]; Sim’s AEIC at [13] and [40]; DCS at [5]–[6].
14
Seah’s AEIC at [8]–[10]; Defence in Suit 446 at [5].
6