Businessman Oei Hong Leong battles Raffles Education's Chew Hua Seng over agreement 'sealed with handshake'

Raffles Education chairman Chew Hua Seng (left) and tycoon Oei Hong Leong toasting champagne in an undated photo that was included in court documents.
Raffles Education chairman Chew Hua Seng (left) and tycoon Oei Hong Leong toasting champagne in an undated photo that was included in court documents.

SINGAPORE - Photographs of businessman Oei Hong Leong and Raffles Education Corporation chairman Chew Hua Seng having champagne and shaking hands were tendered in court on Monday (Sept 2), as the two faced off over a handwritten document they had signed moments before the pictures were taken.

The note, written in Mr Chew's hand, states that he will procure a buyer for Mr Oei's shares in mainboard-listed Raffles Education at a price of 44 cents per share within a month.

Mr Oei, relying on the record - which was rewritten, word for word, so that each side can have a copy - is suing Mr Chew for allegedly reneging on his promise.

He and his company, Oei Hong Leong Art Museum, are claiming damages of between $15 million and $26.5 million, depending on the method of calculation.

"A man's word is his bond. A gentleman's handshake is worth infinitely more than any signature. But not for the defendant," said the opening statement of Mr Oei's lawyers, Senior Counsel Davinder Singh and Mr Jaikanth Shankar.

"For him, promises which he penned in his own words and signed, and then rewrote word for word... and signed again, and which were both witnessed and then sealed with a handshake, count for nothing."

Mr Chew, who is represented by Senior Counsel Alvin Yeo, contends that the handwritten records are only a note of a "friendly" agreement which is not legally binding.

The handwritten notes were signed on Oct 16, 2017, at the house of Mr Oei's sister, Ms Sukmawati Widjaja, who has been friends and neighbours with Mr Chew and his wife for almost a decade.

 
 
 
 

Ms Sukmawati had offered to host a dinner to resolve the rift between both men that arose after Mr Oei became unhappy over a share placement exercise.

On Sept 28, 2017, Raffles Education announced that it would issue up to 95 million new ordinary shares at 30 cents per share.

In a letter on Oct 6, 2017, Mr Oei expressed surprise that Mr Chew had decided to effect the placement to undisclosed parties. He added that shareholders were entitled to know the names of these parties.

On Oct 10, 2017, Raffles Education announced the share placement.

As a result, the stake that Mr Oei and his company held in Raffles Education was diluted from 14.04 per cent to 12.88 per cent.

Mr Oei then wrote to the board asking for an extraordinary general meeting (EGM) to be held. He asked for a vote to be taken to disclose the identities of the parties and to remove Mr Chew from his appointments.

Mr Chew said in his affidavit that Mr Oei was “unhappy” with the placement.

On Oct 16, 2017, Mr Oei and Mr Chew met at Ms Sukmawati's house to discuss the dispute and the possibility of one of them buying the other out.

After those discussions, Mr Chew composed the note with the words "Confidential Agreement" at the top.

He wrote that both men have come to an "amicable solution with regards to the differences of opinion" and that Mr Chew will procure a buyer for Mr Oei's lot of shares at the price of 44 cents per share within one month from that day.

On his part, Mr Oei agreed to withdraw his request for an EGM.

After both copies were signed, both men shook hands, and posed for photographs.

Mr Chew contends that there was no intention by the parties to enter into a legally binding agreement at the casual meeting held to mend fences over dinner and drinks.

The note, he said, was jotted down on Mr Oei's request to show their families that they had reconciled.

Mr Oei argued that Mr Chew had contrived the notion of a friendly and non-binding agreement to cover up for his "completely unacceptable" decision to conceal the price-sensitive matters in the agreement from the investing public.

The trial continues on Tuesday.