The court held that a Share Sale Agreement was invalid as it was not properly executed, reinforcing principles of equity and constructive trust to prevent unjust enrichment.

Mary Lim Thiam Suan JCA:

[1] This decision is prepared pursuant to s 42 of the Courts of Judicature Act 1964 as our learned sister, Justice Yew Jen Kie has since retired.

[2] There are three appeals before us, all stemming from bitter disputes between two central figures, two brothers, namely, the elder brother, Theow Say Kow @ Teoh Kiang Seng ["Henry"] and the younger brother, Teoh Kiang Hong ["Gary"], over the shares and landed properties of their family companies. Essentially, Henry filed two suits; one together with a few others against Gary and others, namely Civil Suit No: 22-52-2010 and, a separate suit against the solicitors involved in their affairs, that is, Civil Suit No: 22-610-2008; while Gary filed Civil Suit No: 22-121-2008 against Henry. Henry's suit against the 5th and 18th defendants was withdrawn.

[3] All three suits were consolidated and tried together. After a full hearing with witnesses, Henry's claims were dismissed while Gary's was allowed. Henry appealed.

[4] We heard extensive oral submissions from the respective parties over several days. These submissions have been duly considered together with their equally comprehensive written submissions against the three grounds of decision rendered by the learned judge, and the records of appeal. Understandably and necessarily, we have taken time to consider and deliberate on the numerous issues and arguments and the trial judge's decisions on them. We have since come to a decision on all three appeals, and the decisions are unanimous.

Background

[5] We start with some narration of the background facts and the three suits.

[6] Aside from the two brothers, their parents played roles of varying degrees: Teoh Ah Bah @ Teow Weng Hak [Father] and Tan Sai Hong [Mother] [collectively referred to as "the Parents"]; and where necessary or relevant, all four of them will be referred together as "the Teoh family".

[7] The Teoh family owned three companies which were broadly involved in education and property businesses:

(1) Juru Auto City Sdn Bhd [JAG] formerly known as Frontier Highway Auto-City Sdn Bhd;

(2) Highway Landmark Sdn Bhd [HL]; and

(3) Western Frontier Sdn Bhd [WF]

[collectively referred to as the "family companies"]. JAC is the holding company of WF.

[8] In or about 1994, the family companies acquired the following parcels of land:

(1) JAC: Lot 575;

(2) HL: Lot 650;

(3) WF: Lots 576, 582 and 650.

[all lots will be referred together as "the Lands"].

[9] At that material time, the shareholding in the family companies were as follows:

[10] Between 2003 and 2004, the Lands were developed under the concept of "Auto-City" whereby the Lands were subdivided into smaller plots with buildings to be build thereon. Auto-City comprised Auto-City-1 located on Lots 575, 576 and 582 owned by JAC and WF; and Auto-City-2 located on Lot 650, owned by HL. Under the concept of "Sell & Built", shop lots were built on the sub-divided plots of the Lands. Gary, through companies owned by him and his wife, Ong Bee Lee [Wife], purchased neighbouring lands from Penang Development Corporation [PDC]. The PDC lands were developed into "Auto-City-3". As mentioned at the outset, although PDC was sued, this was not pursued.

[11] Henry filed his first suit on 1 February 2008 against his Parents, Gary and his Wife seeking recovery of the Lands [High Court Suit No: 22-58-2018 ["Suit 58"]. He claimed, inter alia, that since he was the main financial contributor for the family companies in the purchase of the Lands, Mother, Father and Gary hold the shares in the family companies on a constructive trust for him.

[12] Gary disputed Henry's claim alleging that there was an agreement between them made sometime in 2001/2002 to split the businesses between them. Under this so-called "Split Agreement", Henry took the Education Business while Gary took the Property Development Business. This "split agreement" was later formalised vide a Share Sale Agreement dated 28 January 2005 [SSA]. On 5 March 2008, Gary sued Henr