ESR GROUP LIMITED & 2 Ors v HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED & Anor

Q: Which legislation does [2024] SGHC(A) 25 consider?

The judgment refers to Australian Corporations Act and Securities and Futures Act (Cap 289). The statutes cited are listed in full on this page, each linking to its primary text.

[2024] SGHC(A) 25 High Court (Appellate Division) 4 September 2024 AD/CA 37/2024 ( AD/SUM 31/2024 ) 36 min read

5 cases cited (3 SG, 2 foreign)

Outcome

Appeal dismissed

We therefore dismissed the appeal.

Source: [2024] SGHC(A) 25, High Court (Appellate Division), decided 4 September 2024. Read directly from the judgment.

Key facts

Court	High Court (Appellate Division)
Decided	4 September 2024
Judges	Debbie Ong Siew Ling, Kannan Ramesh, See Kee Oon
Charges / claim	Trusts, Deeds and Other Instruments
Outcome	Appeal dismissed
Counsel	Davinder Singh Chambers LLC, Providence Law Asia LLC, Rajah & Tann Singapore LLP, WongPartnership LLP, Davinder Singh s/o Amar Singh, Ho Linming, Jaikanth Shankar, Jodi Siah Be Koen, Koh Swee Yen, Ngo Wei Shing, Ong Pei Chin, Poon Kin Mun Kelvin, Quek Yi Zhi Joel, Sim Jek Sok Disa, Tai Yuanmin Estelle, Timothy Hew Zhao Yi, Zhuo Jiaxiang

Source: [2024] SGHC(A) 25, High Court (Appellate Division), decided 4 September 2024 — eLitigation. Updated 25 June 2026.

Catchwords

Trusts — Trust deed — Interpretation — Whether the trust deed prohibits certain unitholders of the trust from voting at an extraordinary general meeting Deeds and Other Instruments — Deeds — Interpretation — Whether the trust deed prohibits certain unitholders of the trust from voting at an extraordinary general meeting

Practice Areas

Trusts Deeds and Other Instruments

Judges (3)

Debbie Ong Siew Ling Coram Kannan Ramesh Delivered See Kee Oon Coram

Counsel (17)

Davinder Singh Chambers LLC Firm Providence Law Asia LLC Firm Rajah & Tann Singapore LLP Firm WongPartnership LLP Firm Davinder Singh s/o Amar Singh Counsel Appellant Ho Linming Counsel Respondent Jaikanth Shankar Counsel Appellant Jodi Siah Be Koen Counsel Respondent Koh Swee Yen Counsel Appellant Ngo Wei Shing Counsel Respondent Ong Pei Chin Counsel Appellant Poon Kin Mun Kelvin Counsel Respondent Quek Yi Zhi Joel Counsel Appellant Sim Jek Sok Disa Counsel Respondent Tai Yuanmin Estelle Counsel Appellant Timothy Hew Zhao Yi Counsel Respondent Zhuo Jiaxiang Counsel Respondent

Parties (5)

E-SHANG Infinity Cayman Ltd Appellant E-SHANG Jupiter Cayman Ltd Appellant ESR Group Ltd Appellant HSBC Institutional Trust Services (Singapore) Ltd Respondent Quarz Capital Asia (Singapore) Pte Ltd Respondent

Case Significance

ESR Group Ltd and others v HSBC Institutional Trust Services (Singapore) Ltd and another and another matter [2024] SGHC(A) 25 was decided in the Appellate Division of the High Court of the Republic of Singapore by Kannan Ramesh JAD, Debbie Ong Siew Ling JAD and See Kee Oon JAD, with Kannan Ramesh JAD delivering the grounds of decision of the court. The matter, comprising Civil Appeal No 37 of 2024 and Summons No 31 of 2024 (arising from Originating Application No 19 of 2024), was heard on 25 July 2024 with the grounds delivered on 4 September 2024. The appellants were ESR Group Ltd, E-SHANG Jupiter Cayman Ltd and E-SHANG Infinity Cayman Ltd; the respondents were HSBC Institutional Trust Services (Singapore) Ltd and Quarz Capital Asia (Singapore) Pte Ltd.

The appeal concerned the interpretation of a trust deed constituting a real estate investment trust, and turned on the scope and application of a conflict-of-interest clause in the trust deed — specifically whether the trust deed prohibits certain unitholders from voting at an extraordinary general meeting (catchwords: Trusts — Trust deed — Interpretation; and Deeds and Other Instruments — Deeds — Interpretation). The appellants were represented by Davinder Singh s/o Amar Singh of Davinder Singh Chambers LLC and by Koh Swee Yen, Ong Pei Chin, Quek Yi Zhi Joel and Tai Yuanmin Estelle of WongPartnership LLP, with Jaikanth Shankar also appearing. The respondents were represented by counsel from Providence Law Asia LLC and Rajah & Tann Singapore LLP, including Poon Kin Mun Kelvin, Sim Jek Sok Disa, Ho Linming, Jodi Siah Be Koen, Ngo Wei Shing, Timothy Hew Zhao Yi and Zhuo Jiaxiang.

[2024] SGHC(A) 25 explained

ESR GROUP LIMITED & 2 Ors v HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED & Anor ([2024] SGHC(A) 25) is a Singapore judgment decided by the High Court (Appellate Division) on 4 September 2024. It is categorised under Trusts and Deeds and Other Instruments. It is a recent decision; within this corpus no later judgment has cited it yet. 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] SGHC(A) 25 about?

ESR GROUP LIMITED & 2 Ors v HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED & Anor ([2024] SGHC(A) 25) is a High Court (Appellate Division) decision from 2024. Its published catchwords are “Trusts — Trust deed — Interpretation — Whether the trust deed prohibits certain unitholders of the trust from voting at an extraordinary general meeting” and “Deeds and Other Instruments — Deeds — Interpretation — Whether the trust deed prohibits certain unitholders of the trust from voting at an extraordinary general meeting”, which indicate the subject matter the judgment addresses. The full reasoning and orders are in the judgment itself, linked below.

Which legislation does [2024] SGHC(A) 25 consider?

The judgment refers to Australian Corporations Act and Securities and Futures Act (Cap 289). The statutes cited are listed in full on this page, each linking to its primary text.

What earlier Singapore cases does [2024] SGHC(A) 25 cite?

Among the in-corpus authorities it refers to are [2024] SGHC 153. The complete list of cases cited, and of later cases that cite this decision, is shown on this page.

What was the central issue in ESR Group Ltd v HSBC Institutional Trust Services (Singapore) Ltd [2024] SGHC(A) 25?

The appeal concerned interpretation of a trust deed constituting a real estate investment trust, turning on a conflict-of-interest clause and whether the deed prohibited certain unitholders from voting at an extraordinary general meeting. Kannan Ramesh JAD delivered the court's grounds on 4 September 2024.

Which judges decided ESR Group Ltd v HSBC Institutional Trust Services (Singapore) Ltd ([2024] SGHC(A) 25)?

The Appellate Division of the High Court comprised Kannan Ramesh JAD, Debbie Ong Siew Ling JAD and See Kee Oon JAD, with Kannan Ramesh JAD delivering the grounds of decision, in Civil Appeal No 37 of 2024 and Summons No 31 of 2024.