[2021] SGHC 90

Wei Fengpin v Low Tuck Loong Raymond [2021] SGHC 90
why Kenny should be given a 40% share of LSW when he did not contribute to
the development of the LIM technology. 128
The Defendants’ case
100 The Defendants claim that Wei had rejected the proposal of setting up
LSW and for the Company to be a shareholder. Moreover, the LIM technology
was already widely adopted in Europe (but not adopted in Asia) and was not
proprietary to SWA, and the Company could not have exploited this corporate
opportunity because it did not have manufacturing operations. 129 Even if a
corporate opportunity had been diverted, this was a corporate wrong against the
Company actionable only by it.
Decision
101 I find that the Defendants had set up LSW with funding from the
Company and with no intention of the Company being repaid, and the purpose
of setting up LSW was ultimately to divert a corporate opportunity to it using
the LIM technology to the Company’s exclusion and to exclude Wei from
reaping the benefits (through his shareholding in the Company). The Company
was unfairly deprived of an interest in LSW. This is shown by the following.
102 First, LSW would have been unable to start its operations but for monies
borrowed from the Company; this was admitted by Sim. The Defendants
admitted that even before LSW was incorporated, the Company had by March
2016 expended substantial amounts into R&D for the LIM prototype, but that
ultimately LSW would benefit from the successful prototyping. The Company
128
Wei’s AEIC at [98]–[102].
129
Defence at [32R]; Low’s AEIC at [188] and [193]; DCS at [177]–[180].
44