SINGAPORE — A former business partner of the famed Eng’s wonton noodles on Tuesday (22 December) failed in her civil suit alleging a conspiracy to injure Eng’s Noodle House and cause the company losses.
The six defendants named in the suit filed by Pauline New Ping Ping are: Eng’s Noodle House; Desmond Ng Weng San; Bill Teng Chai Hai; Ng’s sisters Mui Hong and Mei Ling; along with the sisters’ company, Eng’s Char Siew Wantan Mee.
Justice Valerie Thean will hear parties on costs at a later date.
Successful wonton shop
The Ng siblings’ father Ng Ba Eng ran a successful wonton mee hawker stall on the first floor of the Dunman Food Centre before subsequently moving to the basement. The shop’s signboard read “Eng’s Char Siew Wan Ton Mee”.
Ng Ba Eng’s father first sold wonton mee from a pushcart in the Duku Road area and Ng helped his father from a very young age and leant the skills of the trade under his tutelage. After his father retired in 1976, Ng carried on the family business, moving the business to Dunman Food Centre when street hawkers were reorganised into hawker centres.
Ng’s shop garnered a strong following and won awards such as the the South East District Food Awards in 2002 and an “Excellent” rating from food blog Makansutra in 2003.
From 2009, Ng’s son Desmond joined him at the stall, helping the “hawker master” to cook, collect takings and attend to customers. Mui Hong helped with publicity, while Ng’s eldest daughter Mei Kuen helped with bookkeeping. Meanwhile, Mei Ling, Desmond’s wife, and Desmond’s mother wrapped wontons and cut chillies.
Around early 2012, Pauline’s businessman-husband Jason Sim approached the family with a proposal to expand the business. Jason provided $150,000 and Eng’s Noodle House was incorporated in February 2012 with a share capital of $2, with Pauline and Desmond each initially holding 50 per cent of the shares in the company. Both were also directors in the company. Desmond hired Bill Teng, a staff at one of Jason’s businesses, to help with managing the company’s finances.
The business moved to 287 Tanjong Katong Road in May and used two signboards which read “Eng’s Char Siew Wantan Mee” and “Eng’s Noodle House Char Siew Wantan Mee”.
Ng and Desmond initially did most of the cooking before they trained other staff to take over the kitchen. Mei Ling worked the till, while Desmond’s wife and mother wrapped the wontons.
Ng died in June 2013 from a heart attack. The company continued to prosper but the relationships between the partners started to deteriorate.
Pauline and Desmond each had their shareholdings reduced to 47.5 per cent in August 2015 and Bill was given 5 per cent of the shareholding. The share capital was first increased from $2 to $200. Following this, 94 shares (of $1 each) were issued to Pauline and Desmond each, bringing their respective share totals to 95 shares. Bill was then issued 10 shares.
Jason fell into financial trouble arising from problems with his flooring specialist business, Jason Holdings, that year. Desmond claimed that around August 2015, Jason asked him to buy $120,000 of shares in Jason Holdings, saying this was to be treated as a loan and repaid within two to three days. According to Desmond, Jason did not repay the amount and the shares are only worth around $750 today.
Desmond also contends that Pauline and Jason began picking fights with him about the noodle company. But Jason and Pauline contend that sometime in 2016 they discovered that they had been duped into helping Bill acquire a 5 per cent share in the company. They asked for the shares to be returned.
Meanwhile, according to Bill, Jason and Pauline took the company’s documents in January 2017, preventing the company from filing its annual returns for 2016 and 2017, and incurring about $900 worth of filing and penalty fees imposed by the Accounting and Corporate Regulatory Authority.
The company filed a suit for the return of its documents, which were retrieved in November 2018 after a settlement was reached between the partners.
In a bid to settle all outstanding disputes, Desmond had offered to buy out Pauline’s shares for $350,000 in May 2017 but the offer was not taken up.
In March 2018, Desmond applied to the High Court to wind up the company saying the directors could no longer work with each other and were not on talking terms. But the suit was thrown out as the company’s rules allowed for a shareholder to exit by selling his or her shares to the other at a fair value. Desmond was ordered to pay Pauline $4,000 in legal costs.
Separately, Mui Hong, aware of the the deteriorating relationship between the company’s directors, and anticipating that she may need an avenue to carry on the family business, registered a sole proprietorship in February 2017.
Premises taken over
In 2018, the company failed to secure the renewal of the lease on its premises and its business ceased on 28 February 2018. The same day, the new tenants of the premises, “Eng’s Wantan Noodle Pte Ltd”, was incorporated. The lease was reported by The Straits Times in April 2018 to have been signed by Thomas Hong, CEO of soup chain Lao Huo Tang.
Sometime around early 2018, Jason introduced Thomas to the real estate agent who was securing a new tenant for Eng Noodle House’s premises and Jason was also later heavily involved in the renovation of the first outlet of Eng’s Wantan Noodle, which took over the premises.
The Ng family contend that Pauline and Jason were helping Eng’s Wantan Noodle. The new company now has a few outlets across Singapore.
In her judgment, Justice Valerie Thean noted some undisputed facts: Jason owes Thomas $1.46 million; Thomas successfully sued Jason for the sum and default judgment was entered against Jason on 30 September 2016. The same lawyers who represented Thomas in his suit also represent Pauline in her present suit, the judge added.
Ng family’s new shop
In the wake of Eng Noodle House’s closure, Mui Hong incorporated a new company, Eng’s Char Siew, on 5 March 2018, along 248 Tanjong Katong Road. The company was owned in equal parts by Mei Ling and Mui Hong and the sisters have been the sole directors of Eng’s Char Siew since its incorporation.
However, Justice Thean found that Eng’s Char Siew was not set up pursuant to any conspiracy spearheaded by Desmond.
In her 76-page judgment, the judge noted, among other things, that Desmond was not involved in securing the new premises or the renovation work there. He could not have contributed any start-up capital as he was broke at that time. And while he now helps out in his sisters’ shop, he is not entitled to any of the profits and draws no salary from Eng’s Char Siew.
The judge also noted that the Ng family regarded the “Eng’s” name as family property. “They regarded it as something to be protected from unauthorised use, especially by Pauline, Jason and any of their associates. Mui Hong’s, and the Ng family’s (if any at all) intent in registering the sole proprietorship was directed towards protecting ‘this Eng’s brand’ and towards devising a contingency should the company’s business cease, not injuring the company,” she said.
Justice Thean also said she was satisfied that the Ng family was genuinely concerned about the use of the name “Eng’s” by Eng’s Wantan Noodle.
“The family members who testified at trial presented a unified and convincing narrative – The ‘Eng’s brand’ was threatened when a new tenant took over the 287 premises looking to set up a similar business. The Ng family then rallied together to protect the ‘Eng’s brand’,” she said.
The judge added that Mei Ling was wary of Jason and Pauline from as early as January 2018, referring to her testimony that Jason had been speaking to the head chef, taking furniture measurements after working hours and scrutinising the company’s accounts.
“The implication here, of course, was that Jason had been taking preparatory steps to divert the company’s custom to another business. I make no findings as to whether Jason actually did these things, but I do accept that Mei Ling was suspicious of Jason and Pauline at that time. I also accept that Mei Ling’s observations were communicated to Mui Hong, whose suspicions were, in turn, aroused as well. Desmond, on his part, was fully convinced that the lease had already been ‘stolen’ and confirmed that he shared Mei Ling’s views.”
These developments prompted Mei Ling and Mui Hong to set up Eng’s Char Siew.
“Eng’s Char Siew was their way of asserting the original and authentic ‘Eng’s brand’ - a way for them to ‘stand up and tell the public that, hey, we are here’,” said the judge.
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