SINGAPORE - A long-running legal saga between two groups of people who went into a joint venture to develop Turf City has come to a close after more than a decade.
In a 185-page written judgment released on Friday (Aug 3), a five-judge Court of Appeal ruled that the three members of a group comprising minority shareholders were entitled to claim compensatory damages from four parties in the other group.
The quantum of damages will be determined at a separate hearing.
The amount to be awarded to the trio - Mr Yeo Boong Hua, Mr Lim Ah Poh and Mr Teo Tian Seng - will be assessed by reference to the value of their 37.5 per cent stake in the joint venture. They were also awarded an additional premium of 15 per cent by the court to accurately reflect their "expectation loss".
In 2001, the three men entered into a joint venture with five others from a company known as Singapore Agro Agricultural (SAA) to develop Turf City, which used to be the Bukit Timah Turf Club. It is now known as The Grandstand.
The five were Mr Tan Huat Chye, his son Mr Tan Chee Beng, Mr Koh Khong Meng, Mr Samuel Ng and Mr Ong Cher Keong.
Two companies - Turf City and Turf Club Auto Emporium - were set up for the joint venture. As the master tenant, SAA leased the site from the Singapore Land Authority in 2001.
While the site was being developed, the two groups fell into dispute.
The trio, alleging that they were oppressed as minority shareholders, started legal actions against some members of the SAA group.
In February 2006, the parties reached a settlement that was recorded as a consent order by the High Court. The settlement provided for a bidding exercise to end the joint venture, with the higher bidder buying out the lower bidder.
Two external entities were hired to look into the financials of the joint venture companies and to conduct an independent valuation.
In 2007, SAA renewed the head lease without the knowledge of the external entities and the trio. Because the new lease was not taken into account, the valuation reports reflected a very pessimistic outlook of the joint-venture companies.
After the 2007 lease came to light, the trio wanted the valuation reports to be revised, but the other group refused. This led to a string of court applications by the two sides. Eventually, the trio sued the five individuals in 2009. The suit was dismissed on preliminary issues in 2012 without a trial. The trio appealed and succeeded in having their day in court.
In 2015, the High Court found that the defendants had breached the consent order.
On appeal in 2017, the apex court agreed that there were breaches but disagreed with the High Court that the consent order should be set aside.
The case was sent back to the High Court to rule on three issues and went before the apex court again in March this year.
In its judgment, written by Judge of Appeal Andrew Phang, the apex court dismissed the trio's claim for breach of fiduciary duties. The court held that the two groups were in a commercial relationship, and that SAA did not owe the trio any fiduciary duties.
The court ruled that SAA and Mr Koh were liable in contract for breaching the consent order, and that Mr Tan Huat Chye and Mr Tan Chee Beng were liable for conspiring to procure and inducing SAA's breaches of the consent order.
