TAN HUAH SUN v TAN HUAH TAI & Anor

"It was clear to me that I did not have the power to appoint a liquidator under s 39 of the PA." — Per Chua Lee Ming J, Para 9

Case Information

• Citation: [2022] SGHC 29 (Para 0)
• Court: General Division of the High Court of the Republic of Singapore (Para 0)
• Date of hearing: 13 January 2022 (Para 0)
• Date of decision: 11 February 2022 (Para 0)
• Coram: Chua Lee Ming J (Para 0)
• Case number: Suit No 769 of 2020 (Summons No 5435 of 2021) (Para 0)
• Area of law: Partnership — Dissolution — Appointment of receiver (Para 0)
• Counsel for the plaintiff: Chong Chee Keong Chris and Low Wai Cheong (Chris Chong & C T Ho LLP) (Para 0)
• Counsel for the defendants: Au Thye Chuen, Carolyn Tan Beng Hui, Karuppiah Chandra Sekaran and Kuoh Hao Teng (Tan & Au LLP) (Para 0)

Summary

This decision arose out of a family partnership dispute between three partners who had traded together since 13 April 2012 under the name Singapore Engraving and Offset Plate Making Company. The plaintiff and first defendant were brothers, and the second defendant was the first defendant’s wife. The dispute escalated after the plaintiff gave notice on 29 May 2020 of his intention to dissolve the partnership with effect from 31 July 2020, and later commenced the action on 19 August 2020. The parties then entered into consent orders in January 2021, including an order that the partnership had been dissolved and that the second defendant would wind up the business and render accounts. (Paras 1-6)

Despite those consent orders, the defendants later applied for the appointment of a liquidator or receiver and for a stay of proceedings. The court rejected the application in full. On the liquidator issue, the judge held that s 39 of the Partnership Act did not confer power to appoint a liquidator, and that the proper statutory route would have been winding up under the Insolvency, Restructuring and Dissolution Act 2018, which the defendants had not invoked. On the receiver issue, the judge held that the defendants had not shown any sufficient reason why justice required an independent third party to take over the partnership’s affairs and assets. (Paras 7-18)

The court also found that the application was an abuse of process. The judge considered that the defendants were seeking a stay of the plaintiff’s claims and that the real purpose of the application appeared to be to avoid determination of those claims. The application was therefore dismissed, and the defendants were ordered to pay the plaintiff fixed costs of $2,500 inclusive of disbursements. (Paras 23-26)

How did the partnership dispute arise, and what were the key events before the summons?

The factual background was straightforward but important. Since 13 April 2012, the plaintiff, the first defendant, and the second defendant had been the only partners in the partnership trading as Singapore Engraving and Offset Plate Making Company. The plaintiff and first defendant were brothers, while the second defendant was the first defendant’s wife. The partnership was therefore a family business, and the court’s analysis later reflected the practical significance of that relationship when considering whether an independent third party was truly necessary. (Para 1)

"Since 13 April 2012, the three of them have been the only partners in a partnership trading as Singapore Engraving and Offset Plate Making Company (the “Partnership”)." — Per Chua Lee Ming J, Para 1

On 29 May 2020, the plaintiff, through solicitors, gave notice of his intention to dissolve the partnership with effect from 31 July 2020. The plaintiff then commenced the action on 19 August 2020. The judgment records these dates as the key procedural milestones that led to the later dispute over how the partnership should be wound up and who should control the process. (Paras 2-3)

"On 29 May 2020, the plaintiff (through his solicitors) gave notice of his intention to dissolve the Partnership with effect from 31 July 2020" — Per Chua Lee Ming J, Para 2

"On 19 August 2020, the plaintiff commenced this action" — Per Chua Lee Ming J, Para 3

The defendants resisted the plaintiff’s position on dissolution and advanced several factual assertions of their own. They contended that the plaintiff was not entitled to dissolve the partnership by notice in the absence of agreement among the partners, that there was an implied agreement by conduct for the second defendant to be paid a higher salary because she managed the business, and that the plaintiff knew of and did not object to his share of the partners’ salaries being paid to the plaintiff’s and first defendant’s mother as parental maintenance. These contentions formed part of the broader dispute that the court later described as involving issues between the partners personally. (Para 4)

"The plaintiff was not entitled to dissolve the partnership by notice in the absence of any agreement among the partners." — Per Chua Lee Ming J, Para 4

"There was an implied agreement by conduct for the second defendant to be paid a higher salary because she was managing the Partnership’s business" — Per Chua Lee Ming J, Para 4

"The plaintiff was aware of and did not object to his share of the partners’ salaries being paid to the plaintiff’s and first defendant’s mother as parental maintenance" — Per Chua Lee Ming J, Para 4

What consent orders were made, and why did the later application matter?

The parties’ dispute did not end with the commencement of proceedings. On 26 January 2021, the judge heard the plaintiff’s O 14 summons and entered consent orders. Those orders included a declaration that the partnership had been dissolved and an order that the second defendant would wind up the business and render accounts. The court’s later reasoning placed considerable weight on the fact that the parties had already agreed to this framework, because the defendants’ later application had to be assessed against the background of those agreed orders. (Para 6)

"On 26 January 2021, I heard the O 14 SUM. I entered the following orders (among others) by consent of the parties (the “Consent Orders”)" — Per Chua Lee Ming J, Para 6

The judgment records that, despite having agreed to the consent orders, the second defendant did not render an account or provide the plaintiff with copies of the partnership’s books. That omission became central to the later application, because the defendants then sought the appointment of a liquidator or receiver and a stay of proceedings some 11 months after the consent orders were made. The court treated the delay and the defendants’ conduct after the consent orders as highly relevant to whether there was any genuine need for the relief sought. (Paras 7-8)

"Despite having agreed to the Consent Orders, the second defendant did not render an account or provide the plaintiff with copies of the Partnership’s books." — Per Chua Lee Ming J, Para 7

"On 24 November 2021, some 11 months after the Consent Orders were made, the defendants filed the present Summons No 5435 of 2021" — Per Chua Lee Ming J, Para 7

The defendants’ summons was not merely a request for administrative assistance. It sought the appointment of a liquidator or receiver under O 30 r 1 of the Rules of Court and also sought a stay of all further proceedings in the action pending dissolution of the partnership and distribution of surplus assets. The plaintiff did not object to the application proceeding on the liquidator-or-receiver basis, but he did object to the application itself. The court therefore had to decide whether the relief sought was legally available and, if so, whether the facts justified it. (Paras 8, 25)

"the defendants sought the appointment of a liquidator or a receiver under O 30 r 1 of the Rules of Court" — Per Chua Lee Ming J, Para 8

"The plaintiff had no objections to the defendants’ application proceeding on this basis (although they objected to the application itself)" — Per Chua Lee Ming J, Para 8

Could the High Court appoint a liquidator under s 39 of the Partnership Act?

The first major issue was whether s 39 of the Partnership Act empowered the court to appoint a liquidator. The judge answered this in the negative. He stated in direct terms that he had no power to appoint a liquidator under s 39 of the Partnership Act. That conclusion was not presented as a discretionary refusal; it was a jurisdictional or statutory-power point. The court therefore rejected the defendants’ submission at the threshold. (Para 9)

"First, I rejected the defendants’ submission that the court may appoint a liquidator under s 39 of the PA." — Per Chua Lee Ming J, Para 9

"It was clear to me that I did not have the power to appoint a liquidator under s 39 of the PA." — Per Chua Lee Ming J, Para 9

The judge then explained why the defendants’ reliance on s 39 was misplaced. Section 39 concerns the entitlement of partners, on dissolution, to have partnership property applied in payment of the firm’s debts and liabilities and to have the surplus distributed. But the court pointed out that if the defendants wanted a formal winding up of the partnership, the proper route was under the Insolvency, Restructuring and Dissolution Act 2018. The judgment specifically noted that s 246(1) of the IRDA provides that any “unregistered company” may be wound up under Parts 8 and 9, and that a partner can apply to wind up a partnership under s 124(1)(d) read with s 247(1)(a) of the IRDA. (Paras 10-11)

"Section 246(1) of the IRDA provides that any “unregistered company” may be wound up under Parts 8 and 9" — Per Chua Lee Ming J, Para 10

"A partner can apply to wind up a partnership under the IRDA (see s 124(1)(d) read with s 247(1)(a) of the IRDA)." — Per Chua Lee Ming J, Para 11

That statutory analysis led directly to the dismissal of the liquidator limb. The court observed that the defendants had not commenced any winding-up proceedings under the IRDA. Because they had not invoked the proper statutory mechanism, there was no basis for asking the court to appoint a liquidator in the manner sought. The reasoning was therefore both formal and practical: the court lacked the power under s 39, and the defendants had not used the available winding-up route. (Paras 11-12)

"However, the defendants had not commenced any such winding up proceedings under the IRDA. There was therefore no basis for their application for a liquidator to be appointed." — Per Chua Lee Ming J, Para 12

Why did the court refuse to appoint a receiver for the partnership?

The second major issue was whether the court should appoint a receiver. The judge approached this as a question of necessity and justice, not as an automatic consequence of dissolution. He noted that upon dissolution, the right to wind up the firm vests in all solvent partners, who may agree among themselves that one or more of them will act as liquidating partner or partners. The court also referred to the function of a receiver as preserving assets and paying debts while the court takes the usual partnership accounts and supervises dissolution. These propositions framed the limited role of receivership in partnership disputes. (Paras 13, 22)

"Upon dissolution of the partnership, the right to wind up the firm vests in all of the solvent partners who may agree amongst themselves that one or more of them will act as the liquidating partner or partners" — Per Chua Lee Ming J, Para 13

"The receiver’s function is not to wind up a partnership but merely to preserve the assets and pay partnership debts while the court takes the usual partnership accounts and supervises the dissolution" — Per Chua Lee Ming J, Para 22

The judge then stated the governing principle in clear terms: there must be some reason why justice requires an independent third party to be appointed to take over the affairs and assets of a partnership. He also cited the proposition that a receiver may be appointed where it is just and convenient to do so, and that the central purpose of receivership is interim preservation of disputed property pending final resolution in the main action. The court’s analysis therefore required more than a bare disagreement between partners; it required a demonstrated need for independent control. (Paras 17-18)

"A receiver may be appointed in all cases where it is just and convenient to do so: s 4(10) of the Civil Law Act 1909 (2020 Rev Ed)." — Per Chua Lee Ming J, Para 17

"The central purpose of receivership is the interim preservation of disputed property pending its final resolution in the main action" — Per Chua Lee Ming J, Para 17

"There must be some reason why justice requires an independent third party to be appointed to take over the affairs and assets of a partnership." — Per Chua Lee Ming J, Para 18

Applying that test, the court found that the defendants had not shown sufficient reason for the appointment of a receiver. The defendants could not explain how the plaintiff’s alleged conduct in 2012 and 2013 delayed completion of the dissolution of the partnership. More importantly, there was no evidence that the plaintiff was delaying or obstructing the defendants from completing the dissolution. The judge also noted that the defendants had full control of the business and had in fact prepared the partnership accounts for the period stated in the consent orders. Those facts undermined any suggestion that an independent third party was needed to preserve the business or complete the winding up. (Paras 13, 19-20)

"The defendants could not explain how the plaintiff’s alleged conduct in 2012 and 2013 delayed the completion of the dissolution of the Partnership." — Per Chua Lee Ming J, Para 19

"There was no evidence that the plaintiff was delaying or obstructing the defendants from completing the dissolution of the partnership." — Per Chua Lee Ming J, Para 20

"the defendants had full control of the business and had in fact prepared the accounts of the Partnership for the period stated in the Consent Orders" — Per Chua Lee Ming J, Para 13

How did the court treat the defendants’ reliance on prior authorities?

The defendants relied on authority to support the appointment of a receiver in partnership disputes. The judgment records that they cited Hwang Ju-in v Huang Han Chao, where the Court of Appeal appointed a receiver because there was no co-operation between the parties. The judge did not reject the proposition that a receiver may be appointed in an appropriate case; rather, he distinguished the present facts because the defendants had not shown the kind of non-cooperation or practical necessity that justified intervention in Hwang Ju-in. (Para 16)

"The defendants also relied on Hwang Ju-in v Huang Han Chao [1977-1978] SLR(R) 194 (“Hwang Ju-in”) in which the Court of Appeal appointed a receiver because there was no co-operation between the parties" — Per Chua Lee Ming J, Para 16

The court also referred to Kishinchand Bhojwani and another v Sunil Bhojwani and another, where a passage from Kerr on receivers in partnership cases had been quoted with approval. That material was used to support the broader proposition that receivership is tied to the practical needs of dissolution and winding up, rather than being a routine remedy. The judge’s use of these authorities was therefore selective and principled: they confirmed the availability of receivership in the right case, but they did not assist the defendants on the facts before him. (Para 15)

"which was quoted with approval by the High Court in Kishinchand Bhojwani and another v Sunil Bhojwani and another [1995] 3 SLR(R) 369 (“Kishinchand Bhojwani”) (at [7])" — Per Chua Lee Ming J, Para 15

In addition, the court cited Kao Chai-Chau Linda v Fong Wai Lyn Carolyn and others for the central purpose of receivership. That authority was used to reinforce the idea that receivership is an interim protective measure pending final resolution in the main action. The judge also referred to Singapore Civil Procedure 2021 for the statement that a receiver preserves assets and pays debts while the court supervises dissolution. These references supported the conclusion that the defendants’ application did not fit the orthodox function of a receiver. (Paras 17, 22)

"The central purpose of receivership is the interim preservation of disputed property pending its final resolution in the main action: Kao Chai-Chau Linda v Fong Wai Lyn Carolyn and others [2016] 1 SLR 21 (“Kao Chai-Chau Linda”) at [24]." — Per Chua Lee Ming J, Para 17

Why did the court say the application was an abuse of process?

The court went beyond the merits of the liquidator and receiver requests and addressed the purpose behind the application. The judge noted that the defendants were seeking a stay of all further proceedings in the action pending dissolution of the partnership and distribution of surplus assets. He then concluded that the application was an abuse of process because it appeared to be aimed at avoiding determination of the plaintiff’s claims. This was a serious finding, and it coloured the court’s assessment of the defendants’ motives and the practical effect of the relief sought. (Paras 23, 25)

"I noted that the defendants were seeking a stay of all further proceedings in the present action pending the dissolution of the Partnership and distribution of surplus assets." — Per Chua Lee Ming J, Para 25

"In my view, it was an abuse of process for the defendants to apply for the appointment of a liquidator/receiver for this reason." — Per Chua Lee Ming J, Para 25

The judge’s reasoning on abuse of process was tied to the substantive dispute between the parties. He observed that the issues concerning the plaintiff’s claims were between the plaintiff and the defendants personally and would be determined by the court. In other words, the defendants could not use a procedural application about liquidation or receivership to sidestep adjudication of those claims. The court thus treated the application as an improper attempt to reframe or delay the litigation rather than a bona fide request for neutral administration. (Para 23)

"These issues are between the plaintiff and the defendants personally and will be determined by the court." — Per Chua Lee Ming J, Para 23

This abuse-of-process finding also helps explain why the court was unpersuaded by the defendants’ factual narrative. Even if there had been historical disagreements about salaries, parental maintenance, or management conduct, those matters did not justify the appointment of a liquidator or receiver on the evidence before the court. The judge’s conclusion was that the defendants had not shown a genuine need for independent control, and that the application’s practical effect would have been to obstruct the plaintiff’s claims. (Paras 4, 20, 25)

What statutory framework did the court use to distinguish dissolution, winding up, and receivership?

The judgment carefully distinguished between dissolution of a partnership, winding up of its affairs, and the appointment of a receiver or liquidator. The court quoted s 32(1)(c) of the Partnership Act, which provides that a partnership entered into for an undefined time is dissolved by any partner giving notice to the others of his intention to dissolve the partnership. That provision was relevant because the plaintiff had given notice on 29 May 2020. The court also referred to s 35 and s 39 of the Partnership Act, but the critical point was that s 39 did not itself confer power to appoint a liquidator. (Paras 5, 9)

"32.—(1) Subject to any agreement between the partners, a partnership is dissolved — … (c) if entered into for an undefined time, by any partner giving notice to the other or others of his intention to dissolve the partnership." — Per Chua Lee Ming J, Para 5

"39. On the dissolution of a partnership, every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm" — Per Chua Lee Ming J, Para 9

To the extent the defendants wanted formal winding up, the court pointed to the IRDA as the relevant statutory regime. The judgment specifically noted that an “unregistered company” may be wound up under Parts 8 and 9 of the IRDA, and that a partner may apply to wind up a partnership under the IRDA. This distinction mattered because it showed that the defendants had chosen the wrong procedural and statutory route for the relief they sought. The court did not treat the Partnership Act as a substitute for the winding-up machinery in the IRDA. (Paras 10-12)

"Section 246(1) of the IRDA provides that any “unregistered company” may be wound up under Parts 8 and 9" — Per Chua Lee Ming J, Para 10

"A partner can apply to wind up a partnership under the IRDA (see s 124(1)(d) read with s 247(1)(a) of the IRDA)." — Per Chua Lee Ming J, Para 11

The receivership analysis was then anchored in the Civil Law Act. The court quoted s 4(10) of the Civil Law Act for the proposition that a receiver may be appointed where it is just and convenient to do so. But the judge made clear that this is not a free-standing invitation to appoint a receiver whenever there is a dispute. The appointment must still be justified by the facts, and the court must be satisfied that justice requires an independent third party to take over the affairs and assets of the partnership. (Paras 17-18)

"A receiver may be appointed in all cases where it is just and convenient to do so: s 4(10) of the Civil Law Act 1909 (2020 Rev Ed)." — Per Chua Lee Ming J, Para 17

What evidence did the court rely on in rejecting the application?

The court relied on the consent orders, the defendants’ own affidavit evidence, and the absence of evidence of obstruction by the plaintiff. The defendants exhibited a copy of the partnership’s accounts for the period from April 2012 to July 2020 in their joint affidavit filed in support of the summons. That fact was significant because it showed that the defendants had already taken steps to prepare the accounts, which undermined the claim that an independent liquidator or receiver was needed to get the process moving. (Para 7)

"The defendants exhibited a copy of the Partnership’s accounts for the period from April 2012 to July 2020 in their joint affidavit filed in support of SUM 5435." — Per Chua Lee Ming J, Para 7

The court also found that the defendants had full control of the business and had in fact prepared the accounts for the period stated in the consent orders. That finding was fatal to the argument that the plaintiff’s conduct made independent intervention necessary. If the defendants already controlled the business and had prepared the accounts, the court saw no factual basis for appointing a receiver to take over the partnership’s affairs. (Para 13)

"the defendants had full control of the business and had in fact prepared the accounts of the Partnership for the period stated in the Consent Orders" — Per Chua Lee Ming J, Para 13

Equally important was the court’s finding that there was no evidence that the plaintiff was delaying or obstructing the defendants from completing the dissolution. The judge expressly stated that the defendants could not explain how the plaintiff’s alleged conduct in 2012 and 2013 delayed completion of the dissolution. This meant that the application lacked the factual foundation needed to justify the extraordinary step of appointing an independent third party. (Paras 19-20)

"There was no evidence that the plaintiff was delaying or obstructing the defendants from completing the dissolution of the partnership." — Per Chua Lee Ming J, Para 20

What was the final outcome and what costs order did the court make?

The court dismissed the defendants’ application in full. The judge’s concluding order was concise but clear: the application failed on the liquidator issue, failed on the receiver issue, and was additionally tainted by abuse of process. The court therefore refused the relief sought and brought the interlocutory dispute to an end. (Paras 25-26)

"After hearing the defendants, I dismissed their application for the reasons set out below." — Per Chua Lee Ming J, Para 8

"For the above reasons, I dismissed the defendants’ application and ordered the defendants to pay the plaintiff costs fixed at $2,500 inclusive of disbursements." — Per Chua Lee Ming J, Para 26

The costs order was fixed at $2,500 inclusive of disbursements, payable by the defendants to the plaintiff. The judgment does not indicate any separate or special costs consequences beyond that fixed sum. The order is consistent with the court’s view that the application lacked merit and was brought for an improper purpose. (Para 26)

Why Does This Case Matter?

This case matters because it draws a sharp line between the Partnership Act and the IRDA in the context of partnership dissolution. The court made clear that s 39 of the Partnership Act does not itself empower the High Court to appoint a liquidator. Practitioners seeking formal winding up of a partnership must therefore identify and invoke the correct statutory route, rather than assuming that dissolution automatically carries with it a power to appoint a liquidator. (Paras 9-12)

The case also matters because it clarifies the limited and fact-sensitive nature of receivership in partnership disputes. The court did not treat receivership as a default remedy after dissolution. Instead, it required a concrete showing that justice demanded an independent third party, and it found that the defendants had not met that burden. The decision therefore serves as a practical reminder that receivership is an exceptional remedy, not a procedural shortcut. (Paras 17-20, 22)

Finally, the case is significant for its abuse-of-process analysis. The court was alert to the possibility that interlocutory relief may be used tactically to delay or derail substantive claims. By identifying the defendants’ application as an abuse of process, the judgment signals that courts will scrutinise the real purpose of applications for liquidation, receivership, or stay relief in partnership disputes. That has obvious importance for litigants in closely held family businesses where procedural applications can become part of the strategic contest. (Paras 23, 25)

Cases Referred To

Legislation Referenced

• Partnership Act (Cap 391, 1994 Rev Ed): ss 32(1)(c), 35, 39 (Paras 5, 9)
• Insolvency, Restructuring and Dissolution Act 2018 (Act 40 of 2018): ss 124(1)(d), 134(a), 245(1), 246(1), 247(1)(a) (Paras 10-11)
• Civil Law Act 1909 (2020 Rev Ed): s 4(10) (Para 17)
• Supreme Court of Judicature Act 1969 (2020 Rev Ed): s 18(2) read with para 5(a) of the First Schedule (Para 20)
• Rules of Court: O 30 r 1 (Para 8)

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN
• View in judgment: "On 19 August 2020, the plaintiff..."
• View in judgment: "Chua Lee Ming Judge of the..."

This article analyses [2022] SGHC 29 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.