[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
47 In Ho Yew Kong v Sakae Holdings Ltd and other appeals and other
matters [2018] 2 SLR 333 (“Ho Yew Kong”) at [115]–[116], the Court of Appeal
stated that although a wrong to a minority shareholder may often also constitute
a wrong to the company, that shareholder may still bring an oppression claim
for this wrong in appropriate cases. In determining whether a claim can be
pursued under s 216 of the CA, the court will consider: (a) what the real injury
is that the plaintiff seeks to vindicate, whether that injury is distinct from the
injury to the company and whether it amounts to commercial unfairness against
the plaintiff; and (b) what the essential remedy being pursued is, whether it is a
remedy that meaningfully vindicates the real injury the plaintiff has suffered
and whether that remedy can only be obtained under s 216 of the CA.
48 I find that Wei is entitled to bring this claim. Although Low and Sim
paid themselves US$800,000 each pursuant to an invalid resolution which
constitutes a wrong to the Company, the main injury that Wei is seeking to
remedy is the oppression or unfairness to him by the Defendants’ conduct in
issuing dividends in his name without his agreement purportedly to set off
Seah’s Debt, keeping him in the dark, and benefiting themselves at his expense.
This incident is just one of many instances of unfairness which Wei is raising
to show a larger scheme of oppression or unfairness. Further, the primary
remedy Wei seeks is a buyout order.
Director’s bonuses and remuneration
49 I next deal with the following payments made to the directors:
20