Thio Syn Pyn v Thio Syn Kym Wendy: Minority Oppression & Share Valuation

Thio Syn Pyn and Thio Syn Wee appealed against the High Court's decision regarding the valuation of shares in Malaysia Dairy Industries Pte Ltd (MDI), following a finding of minority oppression against Thio Syn Kym Wendy, Thio Syn Ghee, and Thio Syn San Serene. The Court of Appeal dismissed the appeals, affirming the decision that no minority discount should be applied to the valuation of the respondents' shares in MDI.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeals dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding minority oppression and share valuation in Malaysia Dairy Industries. The court dismissed the appeal, ordering no discount on the share valuation.

1.7 Decision Date

26 March 2019

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Thio Syn Pyn	Appellant	Individual	Appeal Dismissed	Lost	Cavinder Bull of Drew & Napier LLC Kong Man Er of Drew & Napier LLC Fiona Chew of Drew & Napier LLC
Thio Syn Wee	Appellant	Individual	Appeal Dismissed	Lost	Afzal Ali of Allen & Gledhill LLP Jason Chan of Allen & Gledhill LLP Melissa Mak of Allen & Gledhill LLP Paul Ong of Allen & Gledhill LLP
Thio Syn Kym Wendy	Respondent	Individual	Appeal Upheld	Won	Ho Wei Jie of WongPartnership LLP Alvin Yeo of WongPartnership LLP Wang Chen Yan of WongPartnership LLP Jeremy Tan of WongPartnership LLP Joy Tan of WongPartnership LLP
Thio Syn Ghee	Respondent	Individual	Appeal Upheld	Won	Ho Wei Jie of WongPartnership LLP Alvin Yeo of WongPartnership LLP Wang Chen Yan of WongPartnership LLP Jeremy Tan of WongPartnership LLP Joy Tan of WongPartnership LLP
Thio Syn San Serene	Respondent	Individual	Appeal Upheld	Won	Ho Wei Jie of WongPartnership LLP Alvin Yeo of WongPartnership LLP Wang Chen Yan of WongPartnership LLP Jeremy Tan of WongPartnership LLP Joy Tan of WongPartnership LLP

3. Judges

Judge Name	Title	Delivered Judgment
Andrew Phang Boon Leong	Judge of Appeal	Yes
Tay Yong Kwang	Judge of Appeal	No
Quentin Loh	Judge	No

4. Counsels

Counsel Name	Organization
Cavinder Bull	Drew & Napier LLC
Kong Man Er	Drew & Napier LLC
Fiona Chew	Drew & Napier LLC
Afzal Ali	Allen & Gledhill LLP
Jason Chan	Allen & Gledhill LLP
Melissa Mak	Allen & Gledhill LLP
Paul Ong	Allen & Gledhill LLP
Ho Wei Jie	WongPartnership LLP
Alvin Yeo	WongPartnership LLP
Wang Chen Yan	WongPartnership LLP
Jeremy Tan	WongPartnership LLP
Joy Tan	WongPartnership LLP

4. Facts

The Thio family was involved in a series of suits concerning the management of three companies.
The Respondents are minority shareholders of the Group, including MDI, having acquired their shares via bonus issues in 2002.
The Appellants are controlling shareholders of the Group, including MDI.
The Respondents sought relief from minority oppression for acts committed by the Appellants and Mdm Kwik.
The Judge found for the Respondents in part, a decision largely affirmed by the Court of Appeal.
The Appellants used MDI to further their personal pursuit of Mr Thio for his alleged multiple expense claims.
The Appellants selectively used the results of an independent report to justify increasing their remuneration and reducing Michael’s remuneration.

5. Formal Citations

Thio Syn Pyn v Thio Syn Kym Wendy and others and another appeal, Civil Appeals Nos 56 and 59 of 2018, [2019] SGCA 19

6. Timeline

Date	Event
2018-01-01	Civil Appeal No 56 of 2018 filed
2018-01-01	Civil Appeal No 59 of 2018 filed
2013-01-01	Suit No 490 of 2013 filed
2017-01-01	Liability Judgment issued
2018-01-01	CA Judgment issued
2002-01-01	Bonus shares issued to the Respondents
2011-01-01	Respondents considered selling their shares
2018-01-01	Valuation Judgment issued
2019-02-18	Hearing date
2019-03-27	Grounds of decision delivered

7. Legal Issues

Minority Discount on Share Valuation
- Outcome: The court held that no minority discount should be applied to the valuation of the Respondents’ shares in MDI.
- Category: Substantive
- Sub-Issues:
  - Lack of control
  - Non-marketability
- Related Cases:
  - [2017] SGHC 169
  - [2018] 2 SLR 788
  - [2018] SGHC 54
  - [2006] EWHC 583
  - [2006] 2 BCLC 555
  - [2017] EWHC 457 (Ch)
  - [2010] 1 BCLC 367
  - [2018] EWHC 1715 (Ch)
  - [2002] 2 BCLC 108
  - [1984] 1 Ch 419
  - [1986] 1 Ch 658
  - [2018] SGHC 262
  - [2018] 4 SLR 425
  - (1987) 37 BLR 6
  - [1998] 2 SLR(R) 154
  - [2009] 3 SLR(R) 840
  - [2010] 1 SLR 241
  - [2011] SGHC 43
  - [2006] 4 SLR(R) 745
  - [2003] 1 BCLC 76
  - [2012] NSWSC 667
  - [2009] 1 BCLC 622
  - [2010] 1 BCLC 563
  - [2011] 4 IR 651
  - [2010] EWHC 1 (Ch)
  - [1991] BCLC 959
  - [2014] EWHC 2680 (Ch)
  - [2010] 2 SLR 209
  - [2014] SGHC 224
  - [2013] NSWSC 1119
  - [2015] BCSC 1160
  - [2010] 2 SLR 776
  - [1983] 2 WWR 577
  - (1995) 16 ACSR 559
Minority Oppression
- Outcome: The court affirmed the finding of minority oppression.
- Category: Substantive
- Related Cases:
  - [2017] SGHC 169
  - [2018] 2 SLR 788

8. Remedies Sought

Buyout order in respect of their shares in the Group

9. Cause of Actions

Minority Oppression

10. Practice Areas

Commercial Litigation
Corporate Law

11. Industries

Dairy

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Thio Syn Kym Wendy and others v Thio Syn Pyn and others	High Court	Yes	[2017] SGHC 169	Singapore	Affirmed in part by the Court of Appeal. Cited for the trial judge's findings on minority oppression.
Thio Syn Kym Wendy and others v Thio Syn Pyn and others and other appeals	Court of Appeal	Yes	[2018] 2 SLR 788	Singapore	Affirmed the Judge’s decision to allow the claim of minority oppression in two respects.
Thio Syn Kym Wendy and others v Thio Syn Pyn and another	High Court	Yes	[2018] SGHC 54	Singapore	The present appeals arise out of the Valuation Judgment.
Irvine v Irvine (No 2)	English High Court	Yes	[2006] EWHC 583	England and Wales	Cited by the Appellants to support the presumption that shares in non-quasi-partnerships should be valued on a discounted basis, but the court found the reliance unpersuasive.
Strahan v Wilcock	English Court of Appeal	Yes	[2006] 2 BCLC 555	England and Wales	Cited by the Appellants to support the presumption that shares in non-quasi-partnerships should be valued on a discounted basis, but the court found the reliance unpersuasive.
Booth v Booth	English High Court	Yes	[2017] EWHC 457 (Ch)	England and Wales	Cited by the Appellants to support the presumption that shares in non-quasi-partnerships should be valued on a discounted basis, but the court found the reliance unpersuasive.
Re Sunrise Radio Ltd	English High Court	Yes	[2010] 1 BCLC 367	England and Wales	Cited by the Respondents to argue against a presumption of discount. The court cited Irvine v Irvine and Strahan v Wilcock, but also Bird Precision and appeared to endorse the approach adopted by the Judge in this case.
Estera Trust (Jersey) Ltd v Singh	English High Court	Yes	[2018] EWHC 1715 (Ch)	England and Wales	Cited by the Respondents to argue against a presumption of discount. The court emphasized that there is no presumption or general rule.
CVC/Opportunity Equity Partners Ltd and another v Demarco Almeida	Unknown	Yes	[2002] 2 BCLC 108	Unknown	Cited for Lord Millett’s view on the rationale for denying a discount in the context of a quasi-partnership.
In re Bird Precision Bellows Ltd	English High Court	Yes	[1984] 1 Ch 419	England and Wales	Cited for the principle that in a quasi-partnership, there is a strong presumption that no discount should be applied because the minority shareholder has no choice in the matter.
In re Bird Precision Bellows Ltd	Unknown	Yes	[1986] 1 Ch 658	Unknown	Affirmed the principle that in a quasi-partnership, there is a strong presumption that no discount should be applied because the minority shareholder has no choice in the matter.
Koh Keng Chew and others v Liew Kit Fah and others	Singapore High Court	Yes	[2018] SGHC 262	Singapore	Cited for the observation that a buyout order is an exercise of the coercive power of the court.
Poh Fu Tek and others v Lee Shung Guan and others	Singapore High Court	Yes	[2018] 4 SLR 425	Singapore	Cited for the observation that a buyout order is an exercise of the coercive power of the court.
Re Mason and Intercity Properties Ltd	Ontario Court of Appeal	Yes	(1987) 37 BLR 6	Canada	Cited in relation to the rationale for a buyout order.
Low Janie v Low Peng Boon and others	Singapore High Court	Yes	[1998] 2 SLR(R) 154	Singapore	Cited as an example where the order that there be no discount was often given as a matter of course in quasi-partnership cases.
Tan Choon Yong v Goh Jon Keat and others and other suits	Singapore High Court	Yes	[2009] 3 SLR(R) 840	Singapore	Cited as an example where the order that there be no discount was often given as a matter of course in quasi-partnership cases.
Eng Gee Seng v Quek Choon Teck and others	Singapore High Court	Yes	[2010] 1 SLR 241	Singapore	Cited as an example where the order that there be no discount was often given as a matter of course in quasi-partnership cases.
Spectramed Pte Ltd v Lek Puay Puay and others and another suit	Singapore High Court	Yes	[2011] SGHC 43	Singapore	Cited as an example where the order that there be no discount was often given as a matter of course in quasi-partnership cases.
Lim Swee Khiang and another v Borden Co (Pte) Ltd and others	Court of Appeal	Yes	[2006] 4 SLR(R) 745	Singapore	Cited as an example where the order that there be no discount was often given as a matter of course in quasi-partnership cases.
Re Phoenix Office Supplies Ltd, Phoenix Office Supplies Ltd and others v Larvin	English Court of Appeal	Yes	[2003] 1 BCLC 76	England and Wales	Cited as an example where a presumption could be rebutted on the facts.
Byrne v A J Byrne Pty Ltd	Supreme Court of New South Wales	Yes	[2012] NSWSC 667	Australia	Cited as an example where a presumption could be rebutted on the facts.
Re McCarthy Surfacing Ltd, Hequet and others v McCarthy and others	English High Court	Yes	[2009] 1 BCLC 622	England and Wales	Relied on Irvine v Irvine, which the court found unpersuasive.
Fowler v Gruber	Scottish Court of Session	Yes	[2010] 1 BCLC 563	Scotland	Cited Strahan v Wilcock and Irvine v Irvine, distinguishing Bird Precision as relating to a quasi-partnership.
In the matter of Skytours Travel Limited	Irish High Court	Yes	[2011] 4 IR 651	Ireland	Cited Strahan v Wilcock and Irvine v Irvine before concluding that a discount ought to apply as what was involved in that case was a non-quasi-partnership company.
Croly v Good	English High Court	Yes	[2010] EWHC 1 (Ch)	England and Wales	Related to a quasi-partnership company and, hence, the court’s observations were obiter dicta and mere statements without more.
Re Elgindata Ltd	English High Court	Yes	[1991] BCLC 959	England and Wales	The court applied a discount in non-quasi-partnership context, after considering all the relevant facts and circumstances.
Re Blue Index Ltd; Murrell v Swallow and others	English High Court	Yes	[2014] EWHC 2680 (Ch)	England and Wales	Undertook a detailed analysis of the leading English decision of Bird Precision.
Lim Chee Twang v Chan Shuk Kuen Helina and others	Singapore High Court	Yes	[2010] 2 SLR 209	Singapore	Found that no quasi-partnership existed and applied a discount in so far as the valuation of the shareholding was concerned, based on the specific facts and circumstances of the case.
Sharikat Logistics Pte Ltd v Ong Boon Chuan and others	Singapore High Court	Yes	[2014] SGHC 224	Singapore	Acknowledged the possibility of a discount if the minority had acted in such a way as to deserve its exclusion from the company.
Re North Coast Transit Pty Ltd	Supreme Court of New South Wales	Yes	[2013] NSWSC 1119	Australia	The court stated that “the remedy under s 233 [of the Australian Corporations Act 2001 (Cth)] is one that must be calculated to alleviate the consequences of the oppressive conduct and no more”.
1043325 Ontario Ltd v CSA Building Sciences Western Ltd	Supreme Court of British Columbia	Yes	[2015] BCSC 1160	Canada	Cited in relation to valuation of shares in buyout orders.
Over & Over Ltd v Bonvests Holdings Ltd and another	Court of Appeal	Yes	[2010] 2 SLR 776	Singapore	Cited as an important factor that the court does take into account is also evidenced by the case law.
Kummen v Kummen-Shipman Ltd	Manitoba Court of Appeal	Yes	[1983] 2 WWR 577	Canada	Cited as an important factor that the court does take into account is also evidenced by the case law.
Re D G Brims and Sons Pty Ltd	Supreme Court of Queensland	Yes	(1995) 16 ACSR 559	Australia	Cited as an important factor that the court does take into account is also evidenced by the case law.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Minority oppression
Share valuation
Minority discount
Quasi-partnership
Non-quasi-partnership
Family-run company
Buyout order
Going concern
Lack of control
Non-marketability

15.2 Keywords

Minority oppression
Share valuation
Minority discount
Thio family
Malaysia Dairy Industries

17. Areas of Law

Area Name	Relevance Score
Minority Oppression	95
Valuation of Shares	90
Company Law	80
Shares	75

16. Subjects

Company Law
Share Valuation
Minority Rights