[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
entitled to appoint a director. The Defendants deny that Wei had any such
legitimate expectation. Further, the draft SHA was never executed. 19
19 For a legitimate expectation to arise, there must be an agreement
between the parties by way of words or conduct which gives rise to an
expectation (Leong Chee Kin (on behalf of himself and as a minority
shareholder of Ideal Design Studio Pte Ltd) v Ideal Design Studio Pte Ltd and
others [2018] 4 SLR 331 at [59]). A shareholder’s legitimate expectations are
usually based on the formal company documents and agreements, however, in
quasi-partnerships, the courts have been more willing to find legitimate
expectations based on informal understandings (Over & Over Ltd v Bonvest
Holdings Ltd and another [2010] 2 SLR 776 at [78], [83]–[84]; Eng Gee Seng
v Quek Choon Teck and others [2010] 1 SLR 241 at [16]–[21]).
20 I find that Wei had a legitimate expectation to be a director and that there
was an informal understanding that he would be one. This is also bearing in
mind my findings that the Company was a quasi-partnership. I repeat my
findings at [16] and [17] above. On 24 December 2014, Wei informed the
Defendants that he had purchased Seah’s shares and would be replacing Seah
as a director. Low’s reply to Wei (copied to Sim) did not refute this. 20 I also
accept Wei’s testimony, consistent with his earlier conduct, that at a meeting in
early January 2015, he told the Defendants to register his shareholding without
delay, and that Seah had informed him that as a shareholder he should be made
a director as with past practice; and that they had orally assured him that he
would be appointed as such. This was followed up with an email on 23 January
19
SOC at [28]; Wei’s AEIC at [54] and [58]; Agreed Bundle Vol 1 (“1AB”) 276; DCS
at [111]–[115].
20
Wei’s AEIC at [47]; 1AB 263–265.
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