SINGAPORE - Tycoon Oei Hong Leong, who relied on a handwritten note to sue Raffles Education founder Chew Hua Seng for allegedly reneging on an agreement, has lost his court battle against his former good friend.
In a written judgment on Tuesday (Feb 25), a High Court judge found that the note, which states that Mr Chew will procure a buyer for Mr Oei's shares in mainboard-listed Raffles Education, was not a legally binding agreement.
The note was written and signed over a dinner meeting in 2017 at the house of Mr Oei's sister to resolve the differences between both men, who then celebrated with champagne and a handshake.
Justice Lee Seiu Kin pointed out in the judgment that the pair were experienced businessmen.
"Had the agreement been meant to be legally binding, as commercial men, they would have instructed their lawyers to draft a legal document to capture their obligations accurately. But they did not do so," said the judge.
He accepted the testimony of Mr Chew, who was represented by Senior Counsel Alvin Yeo, that the note was drafted simply to capture the essence of the pair's "amicable solution" at the meeting.
Justice Lee added that after the note was signed, Mr Oei continued making proposals for one of them to buy the other out.
"The plaintiffs cannot take the position that there was a binding contract when Oei's subsequent conduct indicates the contrary,"he said.
Mr Oei, represented by Senior Counsel Davinder Singh, had sued Mr Chew for damages of between $15 million and $26.5 million.
He and his company, Oei Hong Leong Art Museum, are the second largest shareholders in Raffles Education after the Chews.
Mr Oei and Mr Chew had been good friends for about a decade, and went on holiday together with their wives on more than one occasion.
The two men fell out publicly over the management of Raffles Education, following an announcement on Sept 28, 2017 that the company would issue up to 95 million new ordinary shares at 30 cents per share.
Mr Oei expressed unhappiness about the placement, which effectively diluted the stake that he and his company held from 14.04 per cent to 12.88 per cent.
He requested for an extraordinary general meeting (EGM), calling for disclosure of the identities of the parties who were allotted shares and for Mr Chew to be removed as chairman and CEO.
On Oct 16, 2017, Mr Oei's sister, Ms Sukmawati Widjaja, who is also a friend and neighbour of the Chews, hosted a dinner at her house to heal the rift.
Mr Chew declined suggestions for one of them to buy out the other.
He agreed to find a buyer for Mr Oei's shares, and Mr Oei agreed to withdraw his EGM request.
Mr Chew then wrote a note stating that he will procure a buyer for the shares at a price of 44 cents per share within a month.
Later that month, Mr Chew found Mr Oei a potential buyer but the deal ultimately fell through.