Lee Hiok Woon and Others v Lee Hiok Ping and Others
| Jurisdiction | UK Non-devolved |
| Judgment Date | 27 March 1996 |
| Docket Number | Privy Council Appeal No 51 of 1994 |
| Date | 27 March 1996 |
| Court | Privy Council |
[1996] SGPC 1
Privy Council
Lord Keith of Kinkel
,
Lord Mustill
,
Lord Nicholls of Birkenhead
,
Sir John May
and
Sir Ralph Gibson
Privy Council Appeal No 51 of 1994
Richard McCombe QC and Malcolm KL Lim (Khattar Wong & Partners
Allen & Overy) for the appellants
Michael Burke-Gaffney QC and B Mohan Singh (Mohan Singh & Co
Church Adams Tatham) for the first to fourth respondents
Nicholas Patten QC and Giam Chin Toon (Wee Swee Teow & Co
Kingsford Stacey) for the fifth to seventh respondents.
Armory v Delamirie (1722) 1 Str 505; 93 ER 664 (refd)
Lupton v White (1808) 15 Ves 432; 33 ER 817 (refd)
Tilley's Will Trusts, In re; Burgin v Croad [1967] Ch 1179 (refd)
Partnership–Partners inter se–Partnership property and property of separate partners–Partner of family partnership holding all moveables of partnership in his name on behalf of partnership–Partner incorporating company and transferring shares in other entities thus held to company–No evidence showing shares separate property of partner–Whether shares property of partner or to be deemed property of partnership
The appellants were sons of the deceased, who prior to his death, was in a partnership with his brothers. The dispute centred around the ownership of certain shares (“the disputed shares”), initially held in the name of the deceased on behalf of the partnership. The disputed shares were subsequently reflected on the banks' register as having been transferred out to a company incorporated by the deceased and held entirely by his sons and grandsons, including the appellants. There was no evidence to show how the disputed shares came to be beneficially owned by the deceased so as to enable him to transfer them to the company. The appellants appealed against the Court of Appeal's decision that the shares held in the deceased's name were not his separate beneficial property but, pursuant to his fiduciary duty, beneficially owned by the partners of the partnership.
Held, dismissing the appeal:
The court concluded that the disputed shares were the beneficial property of the partnership in the absence of further evidence indicating that in probability they were the separate property of the deceased. While the deceased did hold the disputed shares in his own name, he was obliged to keep proper accounts and to provide accounts yearly to the partners. It may be fairly assumed that records and accounts existed which would explain the origin of the disputed shares if they were indeed separate investments by the deceased alone; evidence could have been given to that effect and it was not: at [7] and [8].
(delivering the opinion of the Board):
1 In this appeal, the appellants, Lee Hiok Woon (“Woon”) and Lee Hiok Tng (“Tng”), who are the sons of Lee Wee Nam, deceased, appeal from the decision of the Court of the Republic of Singapore given on 22 July 1993. By their decision, the Court of Appeal confirmed the judgment of Chao Hick Tin J of 24 January 1992 in proceedings in which the appellants were sued as executors and trustees of the estate of Lee Wee Nam (“Nam”) and in their personal capacity. By his order, among various declarations, the learned judge held that certain shares once held in the name of Nam were not the separate beneficial property of Nam, as the appellants contend, but were beneficially owned in certain proportions by the partners, including Nam, in the Wee Kee Kongsi partnership.
2 This appeal is part of the final stages of protracted and complex litigation about the ownership of the assets of Nam's estate and that of his brother, Wee Kheng, deceased. The assets were of very large value.
3 The facts out of which the disputes have arisen, and the essential matters in the course of the proceedings, appear from the judgment of L P Thean J in giving judgment in the Court of Appeal. (See Lee Hiok Woon v Lee Hiok Ping [1993] 2 SLR (R) 530.) They were as follows:
(a) Kheng, Nam and their younger brother Kiat, went to Singapore from China at the end of the last century to seek their fortune. In early 1927, the brothers entered into partnership in the Kongsi on the terms of a written agreement dated 31 January 1927. The agreement listed various items of property, including shares, which were to be the partnership property but they did not include the particular shares of which beneficial ownership is in issue in these proceedings.
(b) The agreement provided that all appreciation or depreciation in the value of the partnership property and all profits and losses from it would only affect or concern the Kongsi and not the brothers in their personal capacity; it also provided for yearly accounts and for profits to be distributed to the partners although half of the distributable profits would be retained to each partner's account.
(c) The shares in the partnership were divided as follows: Ser Teck Ting Chai Kee (“STTCK”), a trust fund for the worship of the brothers' ancestors: 2 shares; Kheng: 4 shares; Nam: 4 shares; Kiat: 3 shares.
(d) Kiat died in 1927. In 1940, on terms agreed with Kheng and Nam, the estate of Kiat relinquished all interests in the Kongsi.
(e) The shares in the Kongsi were then readjusted as follows: Kheng, 9/21; Nam,8/21; and STTCK,4/21. Kheng and Nam continued to treat the 1927 agreement as binding. Clause 8 of the agreement, which has received much attention in the argument at each stage of these proceedings, provided as follows:
It is agreed that should the company desire to increase its shares in other firms or have a share in other firms or in any new firm or establish new business under new firms, such venture shall be carefully considered by the three Wee Kheng brothers and shall only be carried out upon unanimous agreement having been reached among them. Should there be disapproval by any one of the three brothers, no such venture shall be carried out. In the event of any one of the brothers being desirous of embarking on such venture, he may do so of his own volition whereby it shall have nothing to do with the company.
(f) In 1950, the Kongsi's immoveable properties were transferred to a limited company, Lee Brothers (“Wee Kee”) Pte Ltd (“Lee Brothers”). The two brothers and their families were the only shareholders in it. The moveable properties, including company shareholdings, were at all times held in the name of Nam. The reason for that was that...
To continue reading
Request your trial
-
Lee Hiok Tng (in her personal capacity) v Lee Hiok Tng and another (executors and trustees fo the estate of Lee Wee Nam, deceased) and Others
...of Kheng. The judgment was upheld on appeal by the Court of Appeal ([1993] 3 SLR 148) and finally by the Privy Council ([1996] 2 SLR 297). The issue in the present appeal concerns only the one lot of 27 Overseas Union Bank (OUB) shares. At the trial of the consolidated action, it was establ......
-
Lee Hiok Tng (in her personal capacity) v Lee Hiok Tng and another (executors and trustees fo the estate of Lee Wee Nam, deceased) and Others
...of Kheng. The judgment was upheld on appeal by the Court of Appeal ([1993] 3 SLR 148) and finally by the Privy Council ([1996] 2 SLR 297). The issue in the present appeal concerns only the one lot of 27 Overseas Union Bank (OUB) shares. At the trial of the consolidated action, it was establ......