[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
Seah who was not a shareholder. 46 This conversation is also contradicted by
Sim’s admission that even in July 2015, Wei had not agreed to bear Seah’s Debt.
38 Pertinently, Sim admitted that when Low and Sim instructed Tan to send
to Wei the unsigned 2015 Resolution, they had already paid to themselves
US$800,000 each. 47 There was no evidence to show that Wei knew or was
informed of this or that his share had purportedly been set off against Seah’s
Debt. There was no reason to forward an unsigned resolution to Wei when the
2015 Resolution had been signed. Strangely, Low stated in court that he would
not deny Wei his share of the Dividends. 48 Hence, if the Dividends were validly
declared and Wei’s portion was set off against Seah’s Debt, the Defendants
would have done so without Wei’s permission and in bad faith.
Whether the Dividends were validly declared under the Company’s Articles
39 Article 105 of the Articles requires dividends to be approved by the
Company in general meeting and Art 54 provides that a resolution signed by
every member shall have the same effect and validity as a resolution of the
Company passed at a general meeting duly convened and constituted.
40 The Defendants rely on the 2015 Resolution to justify their actions of
distributing the Dividends and pay themselves a portion of it. However, Wei did
not sign the 2015 Resolution and the resolution did not comply with Art 54 and
was defective. 49 Thus, the 2015 Resolution cannot be used to justify the payment
46
28/9/20 NE 75.
47
2/10/20 NE 55–56.
48
29/9/20 NE 46–47.
49
1AB 11; PCS at [32].
16