SINGAPORE - The Singapore High Court has ruled in favour of restaurant operator No Signboard Holdings, its chief executive officer and chairman Lim Yong Sim, and its controlling shareholder GuGong, in their dispute against No Signboard investor Gazelle Ventures.

This came as Gazelle sought a precautionary injunction against the three parties to restrain them from passing resolutions previously requisitioned by GuGong to, among other things, replace all of No Signboard’s current directors.

In a written judgment on Nov 20, High Court Judge Philip Jeyaretnam dismissed this claim as he said Gazelle would have no cause of action against Mr Lim, GuGong or No Signboard even if the requisitioned resolutions were passed.

The claimant Gazelle also had not demonstrated that “irreparable harm” would be caused if the precautionary injunction was not granted, he added.

Alternatively, Gazelle sought a “freestanding” injunction. Justice Jeyaretnam said there was “no such thing” as there was no cause of action or enforcement of a legal right.

As a result of the judgment, costs were awarded to Mr Lim, GuGong and No Signboard, with the amount to be agreed on between the defendants against Gazelle within 14 days.

“Gazelle has pointed out that the requisitioned resolutions, if carried, would result in five of Mr Lim’s family members being appointed to No Signboard’s board of directors and there no longer being independent directors. Any corporate governance issue arising from this is not a matter for this court but for consideration elsewhere,” concluded Justice Jeyaretnam.

Addressing Gazelle’s concerns that its sums already disbursed to No Signboard were “practically irrecoverable” given the company’s financial state, he said: “Again, this is not a matter before me, and I make no comment on Gazelle’s potential legal options hereafter...

“Nothing in this judgment should be taken as foreclosing potential causes of action that Gazelle may have for remedies in damages, including the potential causes of action raised by Gazelle before me.”

Earlier in September, the High Court granted GuGong permission to withdraw its intellectual property (IP) injunction application after both GuGong and No Signboard reinstated their IP sales and purchase agreement.

No Signboard was also ordered to pay GuGong legal costs of $6,500 with “reasonable disbursements”.

Separately, Gazelle in May 2023 sent No Signboard a letter of demand for a refund of $5 million in funds disbursed to it, citing concerns over the risks of leaving such funds with the company given its ongoing disputes with GuGong.

Shares of No Signboard have been suspended from trading since January 2022, as the company at the time was unable to demonstrate its ability to continue as a going concern.

It submitted a revised trading resumption proposal in September, after earlier revisions in April. THE BUSINESS TIMES