Chua Teck Chew Robert v Goh Eng Wah: Limitation Act & Costs Allocation in Shareholder Profit Dispute

In Chua Teck Chew Robert v Goh Eng Wah, the Court of Appeal of Singapore heard cross-appeals regarding a claim by Goh Eng Wah against Robert Chua and others for a shortfall in profit as a shareholder of Daikin Singapore. The court partially allowed Robert Chua's appeal, applying the defense of limitation to Goh's claims for shortfalls before a certain date. The court also partially allowed Goh's appeal, ordering Robert Chua to bear half the costs of Daikin Japan and Daikin Singapore due to his attempts to shift blame. The case involved a breach of contract claim.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal allowed in part.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal concerning limitation of action and cost allocation in a dispute over profit shortfall as a shareholder. Court partially allowed appeals on both issues.

1.7 Decision Date

24 August 2009

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Chua Teck Chew Robert	Appellant, Defendant	Individual	Appeal allowed in part	Partial	Cheo Chai Beng Johnny of Cheo Yeoh & Associates LLC Hri Kumar Nair of Cheo Yeoh & Associates LLC Benedict Teo of Cheo Yeoh & Associates LLC
Goh Eng Wah	Respondent, Plaintiff, Appellant	Individual	Appeal allowed in part	Partial	Anna Oei Ai Hoea of Tan Oei & Oei LLC Chen Weiling of Tan Oei & Oei LLC
Daikin Industries Limited	Respondent, Defendant	Corporation	Claim Dismissed	Dismissed	Thio Ying Ying of Kelvin Chia Partnership Tan Yeow Hiang of Kelvin Chia Partnership
Daikin Airconditioning (Singapore) Pte Ltd	Respondent, Defendant	Corporation	Claim Dismissed	Dismissed

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of the Court of Appeal	Yes
Andrew Phang Boon Leong	Justice of the Court of Appeal	No
V K Rajah	Justice of the Court of Appeal	No

4. Counsels

Counsel Name	Organization
Cheo Chai Beng Johnny	Cheo Yeoh & Associates LLC
Hri Kumar Nair	Cheo Yeoh & Associates LLC
Benedict Teo	Cheo Yeoh & Associates LLC
Anna Oei Ai Hoea	Tan Oei & Oei LLC
Chen Weiling	Tan Oei & Oei LLC
Thio Ying Ying	Kelvin Chia Partnership
Tan Yeow Hiang	Kelvin Chia Partnership

4. Facts

Goh, CJN, and Robert Chua founded Daikin Singapore in 1968.
Daikin Japan became the majority shareholder of Daikin Singapore in 1981.
An Incentive Scheme was created to motivate local directors and staff.
Goh received less than a third of the profits due to him from 1992 to 2001.
Goh sued to recover the shortfall in incentive payments.
Robert Chua was responsible for allocating profits after CJN's death.
Robert Chua attempted to shift blame for the shortfall to Daikin Japan and Daikin Singapore.

5. Formal Citations

Chua Teck Chew Robert v Goh Eng Wah, CA 192/2008, 197/2008, [2009] SGCA 40

6. Timeline

Date	Event
1968-01-01	Goh, CJN, and Robert Chua founded Daikin Singapore.
1972-01-01	Daikin Japan appointed Daikin Singapore as its sole distributor in Singapore.
1976-04-01	Daikin Japan subscribed for 135,000 shares in Daikin Singapore.
1979-05-01	Kin Wah Co (Pte) Ltd subscribed for 375,000 shares in Daikin Singapore.
1980-08-01	Daikin Japan subscribed for a further 340,000 shares in Daikin Singapore.
1981-04-01	Chong sold his 250,000 shares in Daikin Singapore to Sim Boon Woo.
1981-07-15	Extraordinary General Meeting held; Daikin Japan acquired 800,000 shares.
1981-07-15	Daikin Japan entered into a Memorandum with CJN.
1983-10-01	Sim sold his shares in Daikin Singapore to Chuas Investment Private Limited.
1987-01-01	Goh resigned as Chairman and became Vice-Chairman.
1989-09-17	CJN passed away.
1990-01-01	Charlie Chua became an executive director.
1992-01-01	Goh received less than a third of the profits due to him.
2001-01-01	Goh received less than a third of the profits due to him.
2002-01-01	Daikin Japan requested the Chua brothers to resign from the Board.
2005-10-14	Action instituted by Goh.
2008-01-01	Judge's decision in Goh Eng Wah v Daikin Industries Ltd and others [2008] SGHC 190.
2008-01-01	Robert Chua appealed in Civil Appeal No 192 of 2008.
2008-01-01	Goh appealed in Civil Appeal No 197 of 2008.
2009-08-25	Court of Appeal partially allowed the appeals.

7. Legal Issues

Limitation of Actions
- Outcome: The court held that the defense of limitation applied to Goh's claims for the shortfall in incentive payments which had become time-barred.
- Category: Substantive
- Sub-Issues:
  - Fraudulent concealment of right of action
  - Reasonable diligence in discovering fraud
Allocation of Costs
- Outcome: The court ordered Robert Chua to bear half the costs of Daikin Japan and Daikin Singapore for the trial below.
- Category: Procedural
- Sub-Issues:
  - Sanderson order
  - Shifting blame to other defendants

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Goh Eng Wah v Daikin Industries Ltd and others	High Court	Yes	[2008] SGHC 190	Singapore	The judgment under appeal; the Court of Appeal reviewed the High Court's decision regarding liability for shortfalls in incentive payments and cost allocation.
Bank of America National Trust and Savings Association v Herman Iskandar	Court of Appeal	Yes	[1998] 2 SLR 265	Singapore	Cited for the definition of fraudulent concealment, including unconscionability and deliberate acts of concealment.
Denys v Shuckburgh	Court of Exchequer	Yes	(1840) 4 Y&C Ex 42	England and Wales	Cited for the principle of 'reasonable diligence' in discovering fraud and its impact on the limitation period.
Philip Henry Dean, the owners of the Europa v Thomas Richards, the owners of the late schooner Integrity	High Court of Admiralty	Yes	(1863) 15 ER 803	England and Wales	Cited for the interpretation of 'reasonable diligence' as not requiring everything possible, but what is reasonably required under the circumstances.
Ecclesiastical Commissioners for England v North Eastern Railway Co	Chancery Division	Yes	(1877) 4 Ch D 845	England and Wales	Cited for the principle that the Statute of Limitations does not begin to run in cases of fraud until the fraud is discovered or could have been discovered with reasonable diligence.
Peco Arts Inc v Hazlitt Gallery Ltd	Unknown	Yes	[1983] 1 WLR 1315	England and Wales	Cited for the definition of 'reasonable diligence' in the context of art purchases, emphasizing what an ordinarily prudent buyer would do.
Sanderson v Blyth Theatre Co	King's Bench Division	Yes	[1903] 2 KB 533	England and Wales	Cited for the principle of a Sanderson order, where an unsuccessful defendant bears the costs of successful defendants.
Irvine v Commissioner of Police for The Metropolis and others	Unknown	Yes	[2005] C P Rep 19	England and Wales	Cited for the purpose of a Sanderson order, which is to avoid injustice to a successful claimant.
Denis Matthew Harte v Dr Tan Hun Hoe & Gleneagles Hospital Ltd	High Court	Yes	[2001] SGHC 19	Singapore	Cited for the principle that the court's principal consideration in granting a Sanderson order is fairness and reasonableness.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Limitation Act (Cap 163, 1996 Rev Ed) s 6(1)(a)	Singapore
Limitation Act (Cap 163, 1996 Rev Ed) s 29(1)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Incentive Scheme
Limitation Act
Sanderson order
Fraudulent concealment
Reasonable diligence
Shareholder
Net profits
Shortfall in profit

15.2 Keywords

limitation act
costs
shareholder
profit
incentive scheme
fraud
diligence

17. Areas of Law

Area Name	Relevance Score
Limitation	95
Costs	80
Civil Procedure	75
Sanderson order	60
Contract Law	50
Fraud and Deceit	40
Company Law	30

16. Subjects

Contract Law
Civil Procedure
Limitation of Actions
Company Law