Partner Benedict Eoon successfully overturned a S$467,165 judgment against our client.

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Partner Benedict Eoon successfully overturned a S$467,165 judgment against our client.

Published On: December 5, 20222.3 min read

Oon & Bazul’s Dispute Resolution team acted for a major shareholder of NSC Capital Pte Ltd (“NSC”), and successfully overturned a S$467,165 judgment against our client. The High Court agreed there was no alleged oral agreement under which our client was purportedly required to make payment of S$467,165.

Background

The Respondent, Ms Wang Jian (“Ms Wang”), alleged that she had entered into an oral agreement with our client in November 2018 for our client to purchase 360,000 shares in NSC (representing 30% of NSC’s shareholding) (the “Shares”) at S$467,165 (the “Alleged Oral Agreement”).

The Respondent alleged that she had transferred her 360,000 shares in NSC to our client pursuant to the Alleged Oral Agreement, but did not receive payment of S$467,165, from our client. The Respondent therefore commenced court proceedings claiming for the said sum of S$467,165.

At first instance, the District Judge (“DJ”) held that the Alleged Oral Agreement had been entered into, and that our client was liable to make payment of S$467,165 to Ms Wang.

The Appeal

On appeal, Partner Benedict Eoon successfully argued that there was no Alleged Oral Agreement under which our client was purportedly required to make payment of S$467,165.

The Honourable Judicial Commissioner Goh Yihan (“Goh JC”) found that there was no Alleged Oral Agreement, and that Ms Wang had failed to discharge her burden to prove the Alleged Oral Agreement.

In reaching his decision, Goh JC found that the DJ had erred in neglecting the preliminary question of whether Ms Wang had even discharged her legal burden of proof on a prima facie basis before the evidential burden of proof shifted to our client.

Goh JC found that there was no offer and acceptance, and no Alleged Oral Agreement in November 2018 as the documentary evidence and witness testimonies showed that parties were still negotiating about the price for the Shares as late as 30 January 2019.

Even if there was an offer and acceptance, Goh JC was of the view that the Alleged Oral Agreement would have been unenforceable for being uncertain, as the price of the Shares is an essential term which generally cannot be left open to be decided upon later on. Giving a range of figures would not be sufficient.

Accordingly, the sum of $467,165 awarded against our client was overturned.

The above content is for general information purposes only. It is not and does not constitute nor is it intended to provide or replace legal advice, a legal opinion or any information intended to address specific matters relevant to you or concerning individual situations. Should you require specific legal advice, please do not hesitate to contact the Partner listed above or your regular contact at the firm. Copyright of Oon & Bazul LLP

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