[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
To declare any round of bonuses for the staff before Chinese
New Year in 2015.
In contrast, Sim claimed that this was reflected in item 5, which states:
Declaration of monies from earnings after [Seah’s] removal and
before the new shareholder(s) to the company.
Director [Sim] and [Low] to decide on such amounts and
manner of distribution as they deem fit.
56 I find their explanations to be an afterthought. They were not pleaded
nor mentioned in their AEICs, despite Wei having pleaded in his Statement of
Claim that the bonuses were paid out without holding a general meeting. The
Defendants also never informed Wei, when he asked them about the bonuses,
that the bonuses were approved at the 2014 EGM. 72 Their explanations are also
contradicted by their earlier testimony. They claimed in their AEICs that there
was a meeting in late January 2015, after Wei became a shareholder, where they
told Wei that they “would be declaring” bonuses and that he would not receive
any as it was for work done in 2014. This gives the impression that the bonuses
had not been declared even in late January 2015 and contradicts their position
that the bonuses were approved at the 2014 EGM. In any event, I accept Wei’s
claim that there was no such conversation at a January 2015 meeting. 73 Low
could not even recall whether the quantum of the Big Bonuses was declared
before or after Wei had been registered as a shareholder (around 23 January
2015), and admitted that this was inconsistent with his AEIC. It is also not
pleaded in the Defence that such a conversation took place in January 2015. 74
72
29/9/20 NE 147–149; 13/10/20 NE 117–118; 14/10/20 NE 17–19.
73
Low’s AEIC at [64]; Sim’s AEIC at [58]; 29/9/20 NE 143–144; 3AB 677.
74
29/9/20 NE 110–111, 137–138; Wei’s AEIC at [56]; Defence at [26(a)(iii)].
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