Terigi v Hook: Entire Agreement Clauses & Share Transfer Dispute in Singapore
In Terigi, Morgan Bernard Jean, Kouchnirenko, Dmitri Vladimirovitch, and Incomlend Pte Ltd v Hook, Laurence, and Lau Mei Ning, the Singapore High Court addressed a dispute arising from the transfer of shares in Incomlend. The plaintiffs, Terigi and Kouchnirenko, along with Incomlend, sued Hook and his wife, Lau, seeking declarations that Hook breached shareholder agreements, justifying the transfer of his shares. Hook counterclaimed for damages related to the loss of his shares. The court, presided over by Andre Maniam J, found that the second shareholders' deed (SD2) superseded the first (SD1) and the Founders Agreement, and that the plaintiffs had wrongly transferred Hook's shares. The court dismissed the plaintiffs' claims and granted judgment to Hook on his counterclaim, with damages to be assessed.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Plaintiffs' claims dismissed; judgment for the defendant on his counterclaim for damages to be assessed.
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 share transfers and the interpretation of entire agreement clauses in successive shareholder deeds.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Terigi, Morgan Bernard Jean | Plaintiff | Individual | Claim Dismissed | Lost | |
| Kouchnirenko, Dmitri Vladimirovitch | Plaintiff | Individual | Claim Dismissed | Lost | |
| Incomlend Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | |
| Hook, Laurence | Defendant | Individual | Judgment for Defendant on Counterclaim | Won | |
| Lau Mei Ning | Defendant | Individual | Claim Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andre Maniam | Judge | Yes |
4. Counsels
4. Facts
- Mr. Terigi, Mr. Kouchnirenko, and Mr. Hook were the founders of Incomlend.
- The founders entered into a Shareholders Deed dated 29 August 2016 (SD1).
- The founders entered into a Founders Agreement dated 21 April 2017.
- The founders entered into a second Shareholders Deed dated 30 June 2017 (SD2).
- Mr. Hook held 32,578 shares in Incomlend.
- On 13 February 2018, Mr. Hook's shares were transferred to Mr. Terigi and Mr. Kouchnirenko.
- The plaintiffs claimed Mr. Hook breached the Agreements by not resigning from HSBC HK and taking up full-time employment with Incomlend in Singapore.
5. Formal Citations
- Terigi, Morgan Bernard Jean and othersvHook, Laurence and another, Suit No 1295 of 2019, [2022] SGHC 9
6. Timeline
| Date | Event |
|---|---|
| Incomlend incorporated | |
| Shareholders Deed dated (SD1) | |
| Founders Agreement dated | |
| Second Shareholders Deed dated (SD2) | |
| Mr Hook's shares transferred | |
| Plaintiffs sued Mr Hook and his wife | |
| Trial began | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the plaintiffs breached the second shareholders deed by transferring Mr. Hook's shares.
- Category: Substantive
- Sub-Issues:
- Interpretation of contractual terms
- Breach of restrictive covenant
- Interpretation of Entire Agreement Clause
- Outcome: The court held that the second shareholders' deed (SD2) superseded the first (SD1) and the Founders Agreement due to the entire agreement clause.
- Category: Substantive
- Sub-Issues:
- Effect of successive contracts
- Superseding agreements
8. Remedies Sought
- Declarations that Mr. Hook breached the Agreements
- Transfer of Mr. Hook’s shares
- Damages
- Restitution of US$48,000
9. Cause of Actions
- Breach of Contract
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
- Corporate Disputes
11. Industries
- Financial Services
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Entire agreement clause
- Share transfer
- Shareholders Deed
- Founders Agreement
- Event of Default
- Competing Business
- Restrictive covenant
- Cure Notice
15.2 Keywords
- Share transfer dispute
- Entire agreement clause
- Singapore High Court
- Incomlend
- Breach of contract
- Shareholder agreement
17. Areas of Law
16. Subjects
- Contract Law
- Corporate Law
- Shareholder Agreements