High Court dismisses $1.68b suit brought by StreetSine founders against SPH
The two founders of property technology group StreetSine who sued majority shareholder Singapore Press Holdings for $1.68 billion, alleging that there was a plot to remove them from their management roles, have lost the case.
The High Court on Monday dismissed the lawsuit brought by Mr Samuel Cranage Baker and Mr Jeremy Lee Chuen Yang, who each own a 20 per cent stake in StreetSine Technology Group (SSTG).
"The plaintiffs have not shown that they were victims of oppression or of a conspiracy,"said Justice Philip Jeyaretnam in a 59-page written judgment.
The judge added that the claim for damages was "staggeringly overblown".
StreetSine, which operated the Singapore Real Estate Exchange (SRX), a digital platform providing property-related services, was founded in 2007 by Mr Baker and Mr Lee.
In 2014, SPH's wholly-owned subsidiary SPH Interactive (SPHI) acquired a 60 per cent stake in SSTG, the holding company of StreetSine Singapore.
Mr Baker was appointed chief executive officer while Mr Lee was appointed chief technology officer of StreetSine.
In 2018, after Mr Baker decided to relocate to the United States and a new CEO was found, disagreements arose over his role as co-founder and executive director.
Written resolutions approving the termination of the plaintiffs' employments as executive director and CTO were approved by the board on Dec 17, 2018.
Mr Baker and Mr Lee were paid three months' salary in lieu of notice and remained as non-executive directors of SSTG.
The new CEO, Mr Jason Barakat-Brown, then took steps including restricting the plaintiffs' access to StreetSine's systems.
SSTG has been under interim judicial management since June 22, 2020, and StreetSine Sigapore was sold to 99 Group on Dec 1, 2020.
In August 2019, Mr Baker and Mr Lee sued SPHI, SPH, Mr Barakat-Brown and SSTG chairman Leslie Fong.
The plaintiffs contend that the defendants had hatched a plan to devalue the plaintiffs' remaining shares in SSTG such that SPHI could acquire them for a cheap price.
They alleged that the defendants removed the plaintiffs from their executive roles and acted in an oppressive manner to force theminto selling their shares at a low price.
They alleged that when the plaintiffs did not do so, the defendants deliberately devalued StreetSine and placed it under judicial management.
Mr Baker and Mr Lee sought a court order for their shares in SSTG to be bought out by SPHI.
They also sought damages, claiming that the defendants had conspired to cause them the loss of their livelihood and the loss of profits by "unlawful means".
The defendants argued that they had nothing to gain from the alleged conspiracy because it was in their interests for SSTG to grow in value.
They said the contractual agreements between the parties during the acquisition only contemplated the plaintiffs being involved in executive management until June 30, 2018.
Justice Jeyaretnam rejected the plaintiffs' contention that their termination was an act of oppression or commercially unfair.
"I am satisfied that the board decided to terminate the plaintiffs in the good faith belief that this was in StreetSine's best interests, and did not do so for any improper or collateral purpose," he said.
The judge agreed that the plaintiffs had no expectation, contractual or otherwise, to be involved in management of StreetSine after June 30, 2018.
Justice Jeyaretnam rejected the plaintiffs' narrative that SPH had a scheme to acquire the plaintiffs' shares or business on the cheap.
He said applying for interim judicial management cannot be characterised as an unlawful act, and the plaintiffs have not proved that Mr Barakat-Brown engineered StreetSine's financial difficulties.
SPH and SPHI, and Mr Barakat-Brown were respectively represented by Mr Aaron Lee and Mr Tan Kai Liang of Allen & Gledhill, while Mr Fong was represented by Mr Daniel Cai of Drew & Napier.