Tan & Au LLP v Seo Puay Guan: Contract Duress & Stakeholding Fees Dispute

In Tan & Au LLP v Seo Puay Guan, the Singapore High Court addressed an originating summons regarding the distribution of net sales proceeds from the sale of a property at 63 West Coast Park, held by Tan & Au LLP as stakeholder. The respondents, seven siblings, disputed the distribution. The court, led by Dedar Singh Gill JC, ruled on the validity of a settlement agreement (SA) and variation deed (VD) signed by six of the siblings, finding no duress. The court determined that the property was held on trust and addressed the stakeholding fees claimed by the applicant, Tan & Au LLP, allowing only a one-off payment of $4,000.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Originating Summons partially allowed. The court determined the validity of a settlement agreement and the quantum of stakeholding fees.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving a dispute over the distribution of net sales proceeds from a property sale and the validity of a settlement agreement due to alleged duress.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tan & Au LLPApplicantPartnershipClaim for Stakeholding Fees Partially AllowedPartial
Seo Puay GuanRespondentIndividualBound by Settlement AgreementNeutral
Seow Puay TeckRespondentIndividualSettlement Agreement UpheldWon
Seo Puay YongRespondentIndividualSettlement Agreement UpheldWon
Seo Peck NgoRespondentIndividualBound by Settlement AgreementNeutral
Seo Peck GuatRespondentIndividualSettlement Agreement UpheldWon
Seo Puay BengRespondentIndividualSettlement Agreement UpheldWon
Seo Puay HinRespondentIndividualEntitled to Share of ProceedsNeutral

3. Judges

Judge NameTitleDelivered Judgment
Dedar Singh GillJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Carolyn Tan Beng HuiTan & Au LLP
Au Thye ChuenTan & Au LLP
Kelvin LeongTan & Au LLP
Twang Kern ZernCentral Chambers Law Corporation
Lam Jianhao MarkCentral Chambers Law Corporation
Chooi Yue Wai KennyYeo-Leong & Peh LLC
Fong Kai Tong KelvinYeo-Leong & Peh LLC
Kong Tai Wai DavidYeo-Leong & Peh LLC

4. Facts

  1. The Respondents are seven siblings whose parents passed away intestate.
  2. R1 sold the Property to a third party for $4.1m.
  3. R7 lodged a caveat against the Property.
  4. R2 to R6 lodged a caveat against the Property.
  5. R1 to R6 signed a settlement agreement (SA) and variation deed (VD).
  6. R1 deposited $2,937,067.69 with the Applicant as stakeholder.
  7. The Applicant commenced an application to determine how the sum ought to be dealt with.

5. Formal Citations

  1. Tan & Au LLP v Seo Puay Guan and others, Originating Summons No 1100 of 2017, [2019] SGHC 59

6. Timeline

DateEvent
Mr. Seo Tian Hock passed away intestate.
Mdm Tan Poh Geok passed away intestate.
Court order issued for R1 to pay his former wife $1.5m for her share of the Property.
R1 sold the Property to a third party for $4.1m.
R7 lodged a caveat against the Property.
R2 to R6 instructed the Applicant to lodge a caveat against the Property.
Applicant lodged a caveat against the Property.
R1 and R7 entered into a settlement agreement.
Completion of sale of the Property scheduled.
R1 to R6 met at the Applicant’s office to resolve disputes.
R1's lawyer responded with proposed amendments to the settlement agreement.
R1's lawyer responded with proposed amendments to the settlement agreement.
Settlement agreement signed by the parties.
Sale of the Property was completed.
R1 deposited $2,937,067.69 with the Applicant.
R1 to R6 signed a variation deed.
Applicant was discharged by R4 and R5.
Applicant was discharged by R2, R3 and R6.
Applicant commenced the present application.
Senior Assistant Registrar Christopher Tan ordered that the Applicant pay the balance stakeholding sum into Court.
Applicant paid the sum of $2,903,467.69 into court.
Hearing date.
Hearing date.
Hearing date.
Judgment reserved.

7. Legal Issues

  1. Duress
    • Outcome: The court found that R1 was not under duress when signing the SA and VD.
    • Category: Substantive
    • Sub-Issues:
      • Coercion of will
      • Illegitimacy of pressure
    • Related Cases:
      • [2011] 2 SLR 232
      • [1980] AC 614
  2. Validity of Settlement Agreement
    • Outcome: The court held that the SA and VD were valid compromise agreements binding on R1 to R6.
    • Category: Substantive
    • Sub-Issues:
      • Compromise agreement
      • Beneficial ownership
    • Related Cases:
      • [2009] 2 SLR(R) 332
      • [2011] 2 SLR 758
      • [1992] 1 Ch 421
  3. Stakeholding Fees
    • Outcome: The court determined that the Applicant was entitled to a one-off payment of $4,000 in stakeholding fees but rejected the claim for monthly disbursements.
    • Category: Substantive
    • Sub-Issues:
      • Quantum of fees
      • Disbursements

8. Remedies Sought

  1. Determination of claims to net sales proceeds
  2. Refund of illegally obtained sums
  3. Payment of stakeholding fees and disbursements

9. Cause of Actions

  • Breach of Contract
  • Trust Dispute

10. Practice Areas

  • Commercial Litigation
  • Stakeholding
  • Settlement Agreements

11. Industries

  • Legal Services
  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Gay Choon Ing v Loh Sze Ti Terence Peter and another appealCourt of AppealYes[2009] 2 SLR(R) 332SingaporeCited for the principles governing settlement agreements and their effect on resolving disputes between parties.
Real Estate Consortium Pte Ltd v East Coast Properties Pte Ltd and anotherHigh CourtYes[2011] 2 SLR 758SingaporeCited for the principles governing settlement agreements and their effect on resolving disputes between parties.
Colchester Borough Council v Smith and othersEnglish Court of AppealYes[1992] 1 Ch 421England and WalesCited for the principle that parties are precluded from re-opening issues previously raised in a compromise agreement regarding title or ownership of immovable property.
E C Investment Holding Pte Ltd v Ridout Residence Pte Ltd and another (Orion Oil Ltd and another, interveners)High CourtYes[2011] 2 SLR 232SingaporeCited for the elements required to establish actionable duress, including compulsion of will and illegitimacy of pressure.
Pao On v Lau Yiu LongPrivy CouncilYes[1980] AC 614England and WalesCited for the factors to consider in determining whether there is coercion of the will in a duress claim.
Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd and others and another appealCourt of AppealYes[2018] 1 SLR 180SingaporeCited regarding subsequent conduct as evidence of the parties’ agreement at the time when the contract was concluded.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Intestate Succession Act (Cap 146, 2013 Rev Ed)Singapore
Probate and Administration Act (Cap 251, 2000 Rev Ed)Singapore
Statute of Frauds 1677 (c 3) (UK)United Kingdom
Civil Law Act (Cap 43, 1999 Rev Ed)Singapore
Legal Profession (Professional Conduct) Rules 2015 (Cap 161, 2015 Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Stakeholder
  • Settlement Agreement
  • Variation Deed
  • Duress
  • Beneficial Ownership
  • Net Sales Proceeds
  • Caveat
  • Intestate Succession Act

15.2 Keywords

  • stakeholding
  • settlement agreement
  • duress
  • property
  • trust
  • fees
  • Singapore
  • intestate
  • succession

17. Areas of Law

Area NameRelevance Score
Contract Law90
Compromise Agreement85
Duress80
Stakeholding75
Trust Law70
Beneficial Ownership65
Estate Law50
Property Law40
Succession Law30
Undue Influence30
Professional Ethics20
Civil Procedure20
Agency Law20

16. Subjects

  • Contract Law
  • Trusts
  • Civil Procedure
  • Legal Fees