[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
Whether Seah’s debt was set off
42 Pertinently, the issue is whether Seah’s Debt had even been set off
against the Dividends declared. The Defendants initially attested that Seah’s
Debt was recorded as having been repaid after the set-off but, in court, Low
stated that Wei’s dividends of US$1.5 million was still with the Company and
he was unsure whether it had been set off against Seah’s Debt. 53
43 As the Dividends were declared pursuant to an invalid resolution, and
the evidence showed that the directors’ loans had been reclassified as company
expenses and thus no longer owed to the Company, there could not have been
any set off of Seah’s Debt against the Dividends. In effect, Low and Sim had
paid themselves US$800,000 each by relying on an invalid resolution.
Whether the Defendants’ conduct was unfair, oppressive or prejudicial to Wei
44 I find that the Defendants’ conduct pertaining to the Dividends had been
oppressive and unfair to Wei. If they had set off Seah’s Debt with what was
purportedly Wei’s portion of the Dividends, this would have been commercially
unfair to Wei because they knew that Wei had not agreed to this, that they had
no right to do so and that Seah’s Debt was disputed and had in any case been
equalised and reclassified as the Company’s expenses. They kept Wei in the
dark even after they came up with the 2015 Resolution and the Dividends were
issued and gave Wei an unsigned copy of the Resolution. Their actions show
that they wanted to conceal the truth from him.
45 I find that the Defendants issued the Dividends not to repay the
directors’ loans or to give effect to HSBC’s request (see [26] above), but rather
53
Agreed Issues at s/n 4(c); Sim’s AEIC at [86]; Low’s AEIC at [93]; 29/9/20 NE 54–
57.
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