Judge throws out Dennis Foo's claims

Judge throws out Dennis Foo's claims

A High Court judge dismissed the claims of nightclub boss Dennis Foo against two co-founders of Raffles Town Club (RTC), calling the case a "complete non-starter" built on erroneous factual premises.

Mr Foo had taken the Raffles Town Club saga back to court some 13 years after he had sold his stake.

He had alleged that fellow founding shareholders Lawrence Ang - to whom he sold his shares and those in two other firms to resolve a legal tussle - and William Tan had planned a conspiracy to hide from him their plan to sell his stake on to new owners.

But Justice Chan Seng Onn, in judgment grounds released yesterday, emphasised that the law was not to be used to "provide remedies for bad bargains and poor commercial judgment".

At the trial last November, the court heard Mr Foo would not have sold his shares if he had known they would be re-sold. If he had remained an RTC shareholder, he would have stood to gain $13.2 million in dividends, but instead suffered a loss by selling his stake in the three firms to Mr Ang for $11 million.

The other two companies were food and beverage firm ABR Holdings, which holds the Swensen's franchise, and its subsidiary, Europa Holdings.

The legal saga started in 2000 when billionaire Peter Lim sued Mr Ang and Mr Tan for reneging on an agreement to give him a 40 per cent stake in RTC.

Mr Foo was also a defendant but did not contest Mr Lim's claim. The case was settled out of court on April 19, 2001, with Mr Foo agreeing to sell his shares in RTC, Europa and ABR to Mr Ang.

But some six years later, Mr Foo came to see documents relating to a meeting between Mr Ang, Mr Tan and new owners Margaret Tung and Lin Jianwei - tagged as TYL Consortium - that were dated five days before his April 19, 2001, sales deal with Mr Ang and Mr Tan.

Mr Foo, represented by Morgan Lewis Stamford lawyers led by Daniel Chia, said this was evidence of an agreement to sell their own shares to TYL, which breached the relevant RTC articles that they should have offered him their shares first before disposing of them.

But lawyers from Harry Elias led by Andy Lem argued for the defendants that the document, titled Minutes of Meeting dated April 14 (01), was simply a record of a discussion with TYL Consortium.

They added that even if it were an agreement, it was one wherein they were contemplating the sale of the shares once they were acquired and did not refer to their own shares in RTC. They claimed to have offered their own shares to Mr Lim and Mr Foo for $36 million during mediation in the run-up to Mr Lim's out-of-court settlement but this was not taken up.

The judge found that at the end of mediation on April 12, it was agreed the defendants would buy Mr Lim's and Mr Foo's shares and interests for $36 million, on condition they could find the financing for it.

The defendants then met TYL to seek the funds for the sale, which would transfer those shares and interests to the consortium.

As the defendants never sold their own shares to TYL Consortium, Mr Foo's right to have the first bite at them under the relevant club rules did not kick in, he added.

He said it did not make sense for TYL to buy the defendants' shares as they were then the subject of a court suit, among other things.

Justice Chan found that the claims of conspiracy, fraud and misrepresentation against the defendants were not supported by the facts and dismissed the case. It is understood that Mr Foo is considering an appeal against the decision.

vijayan@sph.com.sg


This article was first published on February 2, 2016.
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