TAN YEW HUAT v SIN JOO HUAT HARDWARE PTE LTD

Q: Which legislation does [2024] SGCA 27 consider?

The judgment refers to Companies Act (Cap 50), Insolvency, Restructuring and Dissolution Act, Restructuring and Dissolution Act, and Supreme Court of Judicature Act (Cap 322). The statutes cited are listed in full on this page, each linking to its primary text.

[2024] SGCA 27 Court of Appeal 7 August 2024 • CA/CA 3/2024|CA/CA 22/2023 • 37 min read

9 cases cited (8 SG, 1 foreign) Cited by 2 cases

Key facts

Court	Court of Appeal
Decided	7 August 2024
Judges	Belinda Ang Saw Ean, Steven Chong, Woo Bih Li
Charges / claim	Companies, Contract
Counsel	Adelphi Law Chambers LLC, B T Tan & Co, Kang Kok Boon, Favian, Tan Bar Tien

Source: [2024] SGCA 27, Court of Appeal, decided 7 August 2024 — eLitigation. Updated 25 June 2026.

Catchwords

Companies — Winding up Contract — Mistake — Mistake of fact

Practice Areas

Companies Contract

Judges (3)

Belinda Ang Saw Ean Coram Steven Chong Delivered Woo Bih Li Coram

Counsel (4)

Adelphi Law Chambers LLC Firm B T Tan & Co Firm Kang Kok Boon, Favian Counsel Appellant Tan Bar Tien Counsel Intervener

Parties (3)

Sin Joo Huat Hardware Pte Ltd Respondent Tan Joo See Appellant Tan Yew Huat Appellant

Case Significance

Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd and another matter [2024] SGCA 27 was a Court of Appeal decision delivered on 7 August 2024, with Steven Chong JCA delivering the grounds of decision of the court, sitting with Belinda Ang Saw Ean JCA and Woo Bih Li JAD. The two appeals, Civil Appeal No 22 of 2023 and Civil Appeal No 3 of 2024, concerned disputes between two siblings over a property at 16 Simon Walk beneficially owned by a company, Sin Joo Huat Hardware Pte Ltd, of which both siblings were directors and shareholders. The property had been purchased with funds from the company and registered in the names of the two siblings as tenants-in-common in equal shares.

The High Court judge had dismissed the winding-up petition on the basis that voluntary winding up was available and should have been invoked instead, and had also dismissed the claim for specific performance of a Settlement Agreement for the transfer of the legal and beneficial interest in the property from one sibling to the other. The claim for specific performance had been resisted on the factual basis that the Settlement Agreement was not concluded between the siblings. The catchwords identified issues of winding up of companies and mistake of fact in contract. The appellant Tan Yew Huat was represented by Kang Kok Boon, Favian of Adelphi Law Chambers LLC, and Tan Bar Tien of B T Tan & Co appeared as counsel for the intervener.

[2024] SGCA 27 explained

TAN YEW HUAT v SIN JOO HUAT HARDWARE PTE LTD ([2024] SGCA 27) is a Singapore judgment decided by the Court of Appeal on 7 August 2024. It is categorised under Companies and Contract. Within this corpus it has since been cited by 2 other reported Singapore judgments, a measure of how often later decisions have referred to it. This page summarises what the reported decision covers and links the primary sources — the full judgment, the statutes it cites, and the other cases it engages with — so the decision can be read in context. It is reference information, not legal advice, and it does not state the outcome or any holding beyond what the official judgment records.

What is [2024] SGCA 27 about?

TAN YEW HUAT v SIN JOO HUAT HARDWARE PTE LTD ([2024] SGCA 27) is a Court of Appeal decision from 2024. Its published catchwords are “Companies — Winding up” and “Contract — Mistake — Mistake of fact”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.

Which legislation does [2024] SGCA 27 consider?

The judgment refers to Companies Act (Cap 50), Insolvency, Restructuring and Dissolution Act, Restructuring and Dissolution Act, and Supreme Court of Judicature Act (Cap 322). The statutes cited are listed in full on this page, each linking to its primary text.

How influential is [2024] SGCA 27?

Within this corpus, [2024] SGCA 27 has been cited by 2 later reported Singapore judgments. That count reflects references from other decisions held in this corpus only and is a conservative lower bound on how often the case has actually been cited.

Summary

SUPREME COURT OF SINGAPORE

[7 August 2024]

Case summary

Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd and another matter [2024] SGCA 27

Civil Appeal Nos 22 of 2023 and 3 of 2024

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Decision of the Court of Appeal (delivered by Justice Steven Chong):

Outcome: The court allowed the appeal in CA 3 of 2024 against the High Court’s finding that a settlement agreement was void for common mistake at common law but dismissed the appeal in CA 22 of 2023 to wind up a company on a just and equitable basis under s 125(1)(i) of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”).

Pertinent and significant points of the judgment

• Subsequent conduct may be relevant in determining whether or not a contract was concluded if there is some ambiguity as to whether an offer was accepted. Ambiguities may arise where the alleged agreement was evidenced by a number of documentary evidence, or, on the other hand, where there is little to no documentary evidence. However, where there is evidently a binding agreement, in the sense that the evidence clearly shows a written offer had been unconditionally accepted, subsequent conduct is irrelevant. Once an offer is accepted, it is converted into a binding agreement and subsequent conduct cannot change that legal consequence: at [37]–[38].

• Where the common mistake allegedly pertains to a misapprehension as to the facts in a situation where the parties are agreed on the terms of the contract, the court must examine all the factual circumstances including but not limited to the terms of the contract: at [45].

• In a proper case, the availability of a voluntary winding up generally precludes the court from exercising its jurisdiction to wind up a Company under the just and equitable ground pursuant to s 125(1)(i) of the IRDA: at [62] and [73].

Background

1 These two appeals concerned disputes between two siblings over a property at 16 Simon Walk (“the Property”) beneficially owned by a company, Sin Joo Huat Hardware Pte Ltd (“the Company”).

2 The Company was incorporated in Singapore by the siblings’ late father (“the late Mr Tan”) for the wholesale of general hardware and the retail sale of spare parts and accessories for motor vehicles. Upon its incorporation, the siblings, Tan Yew Huat (“TYH”) and Tan Joo See (“TJS”), were designated as the only shareholders and directors of the Company.

3 Subsequently, following instructions from the late Mr Tan, the late mother of TYH and TJS (“the late Mdm Goh”) and their two sisters, Tan Hong and Tan Ai Keow (“the Other Siblings”), became shareholders and directors of the Company. Despite not being a director or shareholder, the late Mr Tan made all decisions regarding the Company. After the late Mdm Goh’s demise, TYH, TJS, and the Other Siblings remained directors and shareholders of the Company. By the time of these applications, TYH held 33.7% while TJS and the Other Siblings each held 22.1% of the total shareholding.

4 By early 2007, TJS had resigned from her employment in the Company and ceased active involvement in both the Company and the family business, although she retained her shareholding and directorship in the Company. Sometime in 2014 or 2015, the Company’s primary operations in heavy machinery and vehicles came to a halt as a result of the dispute involving TJS and the Property.

5 The late Mr Tan caused the Company to purchase the Property, a landed residence, in 1991. This property was registered under the names of TYH and TJS as tenants-in-common, each holding an equal share. They held the Property on trust for the Company, as instructed by the late Mr Tan. The dispute in relation to the Property began in around January 2014. At a meeting convened by TJS which was attended by herself, TYH, and the Other Siblings, TJS expressed her desire to have full legal and beneficial ownership of the Property. However, no agreement or resolution was reached at that meeting.

6 Subsequently, between July 2014 and July 2019, TYH and TJS entered into negotiations about the Property and TJS’s stake in the Company through their respective solicitors. By a letter from TYH’s solicitors to TJS’s solicitors dated 29 December 2014, TYH proposed to transfer his entire interest in the Property to TJS for the latter to exit the Company. Clause 1 of the settlement proposal stated:

Our client Tan Yew Huat will transfer his entire legal and beneficial interest in [the Property] to your client Miss Tan Joo See free from encumbrances. Your client will be released of any duties and obligations arising out of and in respect of any Trusts previously declared by your client in favour of the Company and/or SJH with respect to this property. Your client will bear all costs incurred in effecting this transfer including all stamp fees/ buyer additional stamp fees etc arising out of or in respect of the said Transfer.

7 The settlement proposal included other terms, including the requirement for TJS to transfer all her shares in the Company to TYH and the Other Siblings in various proportions for nominal consideration. In August 2015, the settlement proposal was purportedly accepted by TJS (“the Settlement Agreement”). TJS had been in possession of and residing in the Property since September 2015 after obtaining the keys to the Property from TYH through a family friend.

8 On 25 February 2022, TYH filed HC/CWU 50/2022 (“CWU 50”) against the Company, seeking a court-ordered winding up of the Company under s 125(1)(i) of the IRDA. About two months later, TJS initiated HC/OA 74/2022 (“OA 74”) against TYH, seeking absolute ownership of the Property pursuant to the terms of the Settlement Agreement. TJS opposed the winding up of the Company, while TYH contended that no agreement was reached between the parties; both matters were consolidated and heard together before the Judge.

9 The Judge dismissed CWU 50. He held that central to the court’s power to order a winding up on the just and equitable ground under s 125(1)(i) of the IRDA is the notion of unfairness, and unfairness may be established if the applicant is not able to exit the company without the court’s intervention. However, on the facts, there was no unfairness to justify a winding up order since TYH and the Other Siblings (who collectively own the majority shares) could have put the Company into voluntary winding up, and so there was nothing preventing them from exiting the Company.

10 The Judge also dismissed OA 74. He held that while TYH did make an offer containing the terms of the settlement proposal which was accepted by TJS, the Settlement Agreement was void for common mistake at common law as it rested on an incorrect premise that both parties shared when entering into the agreement, ie, both TYH and TJS assumed that beneficial interest in the Property resided with them even though they held the Property on trust for the Company.

11 As the Settlement Agreement was void, specific performance could not be granted, and OA 74 was accordingly dismissed.

The Court of Appeal’s decision

CA 3 of 2024

Conclusion of the Settlement Agreement

12 The documentary evidence showed that TYH’s settlement proposal dated 29 December 2014 was unconditionally accepted by TJS in August 2015, thereby giving rise to a valid Settlement Agreement: at [29], [35] and [42].

13 While TYH sought to cast doubt on the existence of the Settlement Agreement by relying heavily on the parties’ subsequent conduct, this was rejected. Subsequent conduct might be relevant in determining whether or not a contract was concluded if there was some ambiguity as to whether an offer was accepted. Ambiguities might arise where the alleged agreement was evidenced by a number of documentary evidence, or, on the other hand, where there was little to no documentary evidence. However, where there was evidently a binding agreement, in the sense that the evidence clearly showed a written offer had been unconditionally accepted, as was the case here, subsequent conduct was irrelevant. Once an offer was accepted, it would be converted into a binding agreement and subsequent conduct could not change that legal consequence: at [36]–[38].

14 Contrary to TYH’s assertion, the subsequent conduct in fact reinforced the finding that a valid contract was entered into, as evidenced by the parties’ performance of the other terms of the Settlement Agreement. The parties also attempted to effect the transfer of the Property and TJS’s shares in the Company, as evidenced from the various correspondence between their solicitors. Moreover, even after three years, TYH’s solicitors continued to acknowledge the existence of the Settlement Agreement: at [39]–[41].

Common mistake

15 Where the common mistake allegedly pertained to a misapprehension as to the facts in a situation where the parties were agreed on the terms of the contract, the court must examine all the factual circumstances including but not limited to the terms of the contract: at [45].

16 The Settlement Agreement was not void by virtue of common mistake at common law. The alleged common mistake was that both TYH and TJS were belabouring under the mistaken understanding that TYH had beneficial interests in the Property when, in fact, the beneficial interests resided with the Company. However, it was clear from the objective evidence before the court that there was in fact no common mistake because both parties were at all material times fully aware that they held the Property on trust for the Company: at [49]–[50].

Specific performance

17 None of TYH’s arguments to resist the order for specific performance, notwithstanding a finding that the Settlement Agreement was validly concluded, had merit: at [52].

a. First, TYH contended that he could not compel the Other Siblings (non-parties to CA 3 of 2024 and the Settlement Agreement) who were aligned with him to vote in favour of any resolution to authorise the Company to transfer the beneficial interest in the Property to TJS. However, it was strictly unnecessary for TYH to compel the Other Siblings to vote in favour of the resolution. Under s 160(1) of the Companies Act 1967 (2020 Rev Ed), an ordinary resolution was sufficient, and this could be passed with the collective affirmative votes of TYH and TJS. The underlying factual premise of this argument was that the Other Siblings were not in favour of passing the requisite resolution but there was simply no evidence that the Other Siblings would oppose the resolution: at [53]–[54].

b. Second, while TYH sought to invoke the equitable doctrine of laches to preclude the remedy of specific performance, the operation of the doctrine did not depend on the length of delay per se. Instead, what was important was whether the delay amounted to an abandonment of the contract and whether there was any unconscionability. As such, the defence was a non-starter because any delay was due partly to the attempts by the parties to work out the consideration to be stated in the relevant transfer documents and then to the parties’ disagreement over the Settlement Agreement. Further, the fact that TJS was in possession of the keys to the Property with the consent of TYH, continued to be in occupation of the Property and had incurred expenditure to renovate the Property would defeat any suggestion of abandonment or unconscionability on her part: at [55].

c. Third, contrary to TYH’s assertion, there was nothing unfair for TYH and the Other Siblings to pay additional stamp duties for TJS’s shares as the Settlement Agreement expressly provided for them to pay transfer duties. TJS was likewise required to pay stamp duties for the transfer of the Property: at [56].

18 Although cl 1 of the Settlement Agreement remained infelicitously drafted to require TYH to transfer “his entire legal and beneficial interest” in the Property to TJS, the Court was of the view that specific performance should be granted. Given that there was no common mistake in that both TYH and TJS were, at all material times, including the time when the Settlement Agreement was concluded, fully aware that they held the beneficial interest in the Property on trust for the Company, cl 1 of the Settlement Agreement was intended to require TYH to procure the Company to transfer the beneficial interest in the Property to TJS. The fact that TYH was aware of the true legal effect of cl 1 of the Settlement Agreement was also borne out by the fact that he did not assert that there was any such common mistake: at [57] and [59].

19 Accordingly, the Court allowed CA 3 of 2024 and ordered TYH to take all necessary steps to procure the transfer of the Property to TJS free of the trust in favour of the Company. Likewise, TJS was to take all necessary steps to perform the outstanding terms of the Settlement Agreement: at [60].

CA 22 of 2023

20 The effect of the Court’s decision in CA 3 of 2024 was that TJS would be required to transfer her shares to TYH and the Other Siblings. TJS would consequently exit the Company and CA 22 of 2023 was rendered moot: at [61].

21 In any event, there was no basis to disturb the Judge’s decision in dismissing TYH’s winding up petition on the basis that TYH and the Other Siblings who were aligned with him could and should have proceeded with a voluntary winding up. Since unfairness lay at the heart of the court’s just and equitable jurisdiction, the availability of a voluntary winding up is a factor which generally militates against the granting of an order to wind up a Company under the just and equitable ground pursuant to s 125(1)(i) of the IRDA: at [62] and [73].

22 TYH and the Other Siblings who were aligned with him commanded more than 75% of the total shares of the Company. In the circumstances, any perceived unfairness to TYH and the Other Siblings would be negated by the availability of voluntary winding up, which would allow them to exit the Company. While TYH alluded to instances when TJS was difficult to deal with, it was not suggested that TJS had the means to completely stymie a voluntary winding up. TYH’s suggestion that a court-ordered winding up would be preferable to a voluntary winding up, as TJS would be less likely to adopt a hostile and antagonistic stance, was speculative and regardless of whether a voluntary winding up or court-ordered winding up was to be pursued, TJS would be entitled to raise queries as a shareholder of the Company: at [75].

This summary is provided to assist in the understanding of the Court’s grounds of decision. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s grounds of decision.

What was Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd [2024] SGCA 27 about?

Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd [2024] SGCA 27 was a Court of Appeal decision of 7 August 2024 resolving two appeals between siblings over a property at 16 Simon Walk owned by their company, concerning winding up and specific performance of a disputed Settlement Agreement.

Why was the winding-up petition dismissed in Tan Yew Huat v Sin Joo Huat Hardware Pte Ltd ([2024] SGCA 27)?

In [2024] SGCA 27, the High Court judge had dismissed the winding-up petition on the basis that voluntary winding up was available and should have been invoked instead, and also dismissed the claim for specific performance of the Settlement Agreement transferring the property between siblings.