As Lord Wilberforce elaborated in Re Kong Thai Sawmill Miri Sdn Bhd the mere

As lord wilberforce elaborated in re kong thai

This preview shows page 172 - 173 out of 254 pages.

the majority. As Lord Wilberforce elaborated in Re Kong Thai Sawmill (Miri) Sdn Bhd , the mere fact that one or more of those managing the company possess a majority of the voting power and, in reliance upon that power, make policy or executive decisions with which the complainant does not agree, is not enough. I fully concur, as majority rule is now the norm in many companies and the exercise of this majority power will inevitably cause dissatisfaction amongst the minority shareholders. The court cannot intervene in the face of mere disagreement amongst the shareholders, for it does not act as a supervisory board over the decisions made by shareholders: Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821. Section 216 should therefore not be invoked by the court to interfere with the internal management of a company by directors who are acting honestly and not seeking to advance their interests or the interests of others at the expense of the company or contrary to the shareholders’ interests: Re Bright Pine Mills Pty Ltd [1969] VR 1002 . This principle is of particular relevance to the present facts. The plaintiffs might understandably feel aggrieved or even feel that they have been treated unfairly. Nonetheless, that sentiment alone is an insufficient basis for a successful application under s 216] Commercial unfairness may be established based on a single act or multiple acts. However, in both cases the important question is whether the act or acts “ offends the standards of commercial fairness and is deserving of intervention by the courts In the case of multiple acts, when the first act occurs it need not be pursued in court at the time of the first act but may be relied on later to show that all of the acts combined amount to s. 216 oppression It should be noted that most of the s. 216 oppression cases involve multiple acts (not single acts) Over & Over Ltd. v Bonvest Holdings Ltd [2010] SGCA 7 (Court of Appeal, Singapore) [Summary: In this case the Court of Appeal found that both singular acts and the combination of multiple continuous acts amounted to oppression ( See above , for more detailed facts)] [Excerpt: Based on a plain reading of s 216(1) itself, therefore, it appears that either a course of conduct or even a single act could theoretically amount to oppression. It has been noted, however, that the majority of the cases that have been decided by the courts pertain to minority complaints under limb (a) above, viz , oppression manifesting itself in the extended abuse in the conduct of the compa ny’s affairs (see Victor Yeo and Joyce Lee, Commercial Applications of Company Law in Singapore (CCH Asia Pte Ltd, 3rd Ed, 2008) at p 282. Nonetheless, the following passage from Minority Shareholders’ Rights and Remedies correctly encapsulates the position on what might be said to single distinct acts of unfair behaviour (at pp. 228 229): It is recognised, however, that a past oppressive act, although remedied, may belie a risk of future oppressive acts and may have continuing oppressive effects. Therefore, the fact that an excluded director has been
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