Plaintiff v Defendants [2025] VSC 833 | Case summary

Supreme Court (General Civil Procedure) Rules 2025, rr 54.02.

Plaintiff v Defendants [2025] VSC 833 | Case summary | Zoe

[6]

Madam Yan and her husband Wong Kuan Meng ('Mr Wong') married in 1947. Their eight children were born in Singapore between 1949 and 1966. The first three defendants in the proceeding are sons of Madam Yan and Mr Wong. The first defendant is known as Thomas Wong, the second defendant is known as Phil Wong, and the third defendant is known as Lawrence Wong. Madam Yan and Mr Wong also had five daughters. They have no personal interest in the matters that are the subject of this proceeding.
Madam Yan and her husband developed a successful hardware business in Singapore and Malaysia, operating through various companies, including companies incorporated in other jurisdictions for various purposes. The family's corporate holdings include companies in Australia, Hong Kong and the British Virgin Islands. The Australian companies include Sensyn Australia Pty Ltd ('Sensyn'), Adenal Investments Pty Ltd ('Adenal') and Davinski Nominees Pty Ltd ('Davinski'), who are respectively the fourth, fifth and sixth defendants in this proceeding. Sensyn is the trustee for the Sportscraft Unit Trust, and Davinski is the trustee for the Sportsgirl Centre Unit Trust. The Hong Kong companies are Teamhing (HK) Ltd ('Teamhing') and Winsberg Development Ltd ('Winsberg'). The British Virgin Islands company is Melia Financial Services Ltd ('Melia').
Mr Wong died on 8 August 1999. By his Will, he appointed Madam Yan as the executrix of his Estate. He left all his cash and money in the bank to Madam Yan, and the residue of his Estate to Madam Yan to be held on trust for herself and the three sons in the following proportions: 57.5 per cent for Madam Yan; 20 per cent for Thomas Wong; 20 per cent for Phil Wong; and 2.5 per cent for Lawrence Wong.
After Mr Wong's death, control of the family businesses was divided between Thomas Wong and Phil Wong. Thomas Wong became the managing director of the Singapore and Malaysian companies, responsible for the management of their operations. Phil Wong became the managing director of the Hong Kong and Australian companies.
In late 2006, certain transactions were undertaken which involved Madam Yan transferring the ownership and control of the Australian companies and trusts, the Hong Kong companies and trusts, and Melia to Thomas Wong.
In 2007, Madam Yan, by her litigation guardian, issued a proceeding in this Court by which she and Phil Wong sought to set aside the 2006 transactions (the '2007 proceeding').
In 2007, Madam Yan's daughters issued a proceeding in the High Court of Singapore, in which it was concluded that Madam Yan was of unsound mind. Orders were made that four of Madam Yan's daughters and Lawrence Wong be appointed members of a Committee of Persons for Madam Yan. The Singapore proceeding concerned allegations made against Thomas Wong and Phil Wong that moneys had been wrongfully removed from certain companies. In May 2009, the Singapore High Court requested the family to mediate the issues in the proceeding, and in the 2007 proceeding.
As a consequence, a mediation was conducted, which concluded in the parties signing an agreement dated 2 June 2009 entitled 'The Settlement Agreement' (the '2009 Settlement Agreement'). That agreement was approved by the Singapore High Court in the Singapore proceeding in July 2009, and subsequently was approved, on 2 April 2012, by this Court. The primary purpose of the 2009 Settlement Agreement was to resolve the disputes arising from the 2006 transactions which were the subject of the 2007 proceeding, and to effect a division of assets going forward.
On 9 April 2012, Madam Yan died. By her will dated 23 February 2006, Madam Yan left her estate equally between her three sons Thomas Wong, Phil Wong and Lawrence Wong, and a grandson Wong Jun Kai (also known as Ryan Wong), who is Phil Wong's eldest son.
Pending implementation of the 2009 Settlement Agreement, and in the absence of a legal personal representative having been appointed to represent the Estate of Madam Yan, the interested parties considered it necessary to appoint an independent administrator in Victoria. As a consequence, the plaintiff was approached by the parties, and an application was made to the Court. On 25 August 2012, Hollingworth J of this Court made an order appointing the plaintiff as administrator ad colligendum bona of the Estate for the purpose of administering her rights in the Victorian proceeding and under the 2009 Settlement Agreement. Subsequently, on 9 December 2012, Hollingworth J made an order by consent dismissing the 2007 proceeding.
The order appointing the plaintiff as administrator ad colligendum bona was made in the following terms:

[10]

Among the interests and assets dealt with by the 2009 Settlement Agreement were the shares in the Australian companies Sensyn, Adenal and Davinski, the Hong Kong companies Teamhing and Winsberg, and also entities in Singapore and Malaysia. The agreement provided a number of steps and transactions to take place, some of which have occurred, but others of which remain outstanding. The remaining steps mainly involve the transfer of shares in the Australian and overseas companies. Those transactions principally involve the Estate of Madam Yan, Thomas Wong and Phil Wong. When effected, the transactions will result in Thomas Wong having ownership and control of the entities and assets in Singapore and Malaysia, and the Estate and Phil Wong will have ownership and control of the Hong Kong, Australian, and British Virgin Islands entities and assets.
The implementation of the 2009 Settlement Agreement was complicated and protracted. There were ongoing issues and disputes, in particular, between Thomas Wong, Phil Wong and Lawrence Wong. In October 2019, the parties participated in a Court-ordered mediation. After extensive negotiations, two agreements were concluded to resolve outstanding issues between the parties.
The first agreement is referred to as the 'Lawrence Deed'. It embodies an agreement between Thomas Wong, Phil Wong and Lawrence Wong as to matters concerning, inter alia, the 2009 Settlement Agreement. By orders made 21 November 2019, this Court declared that the plaintiff was justified in making payments to Lawrence Wong pursuant to the terms of the Lawrence Deed.
The second agreement concluded at the October 2019 mediation was constituted by a document entitled 'Heads of Agreement' dated 21 November 2019, executed by Thomas Wong and Phil Wong (the '2019 Heads of Agreement'). That agreement is stated to be binding as between Thomas Wong and Phil Wong, but it is subject to the approval of the plaintiff and of the Court. The agreement was concluded to resolve outstanding issues between Thomas Wong and Phil Wong. Some aspects of the 2019 Heads of Agreement have been addressed in previous applications made in the present proceeding. However, the plaintiff has not previously decided whether to approve the agreement, and thus the Court has not previously been asked to approve it.
The solicitor for the plaintiff has compiled a detailed summary of the steps that are required, and the sequence in which they are expected to be completed, to give effect to the transactions and payments in connection with the final implementation of the 2009 Settlement Agreement and, if it is approved, the 2019 Heads of Agreement. That document is referred to as the 'Summary of Overall Implementation Steps'. That document was revised, and updated, during the hearing of the current application ('the Updated Summary of Overall Implementation Steps').
In the present application, the applicant, by summons, seeks advice, directions and/or declarations in relation to the following two questions:

[20]

Clause 5 of the 2019 Heads of Agreement provides that Thomas Wong and Phil Wong agree to promptly provide all assistance reasonably requested by the Estate to obtain private tax rulings in respect of the tax and duty implications arising from the transactions contemplated by the 2009 Settlement Agreement, and to obtain advice whether the change of control of the board of directors of the Australian, Hong Kong and British Virgin Islands entities would give rise to additional tax or duty implications.
Clause 6 of the 2019 Heads of Agreement provides for the resignation of various officer holders as directors and employees of the companies concerned, and for the obtaining of necessary tax advice resulting from those changes.
Clause 6.2 of the 2019 Heads of Agreement provides that the Singapore and Malaysian companies have no liability to Phil Wong in respect of the termination of his directorship of those companies, and that the Australian and Hong Kong companies and Melia have no liability to Thomas Wong in respect of the termination of his directorships of those companies.
Clause 7.1 of the 2019 Heads of Agreement provides that Thomas Wong and Phil Wong agree to promptly do all things necessary to achieve settlement of the 2009 Settlement Agreement. Clause 7.2 provides, in effect, that Thomas Wong and Phil Wong agree that they will maintain the status quo in respect of the registration of all companies and the maintenance of the shares and assets of the companies concerned.
Clause 7.3 provides that, in anticipation of settlement, Thomas Wong and Phil Wong agree to request that the Estate advance Thomas Wong AUD$2 million to be treated as a reduction in the liability of the Estate to Thomas Wong, and that the Estate pay Phil Wong the amount of AUD$2 million to be treated as a reduction of the Estate's liability to Thomas Wong and of Thomas Wong's liability to Phil Wong. On 21 November 2019, McMillan J made orders approving the payment of those sums to Thomas Wong. On the hearing of the application, Lawrence Wong was represented by his solicitor, who supported the application for the sums to be paid to Thomas Wong and Phil Wong.
On 18 December 2019, on the application of the plaintiff, McMillan J made orders declaring that the plaintiff was justified in making a payment of $1 million each to Thomas Wong and Phil Wong as part payment of the sums contemplated by cl 7.3 of the Heads of Agreement, such payment to be made from moneys paid to the plaintiff and held by him as administrator ad colligendum bona of the Estate. Lawrence Wong was not represented at the application. Before the hearing of the application, his solicitor wrote to the plaintiff notifying that Lawrence Wong neither consented to, nor opposed, the orders.

[23]

As I have noted, the order of Hollingworth J dated 25 August 2012 appointed the plaintiff as the administrator ad colligendum bona for the express purpose of administering the rights of Madam Yan (and now her Estate) in the 2009 Settlement Agreement, and also in the earlier 2007 Proceeding which has been resolved. The plaintiff has undertaken the following steps, with the assistance of professional advisors, in the administration of the rights of the Estate in the 2009 Settlement Agreement.
Together with Thomas Wong and Phil Wong, the plaintiff has sought and obtained rulings from the State Revenue Office (SRO) and the Australian Tax Office (ATO) in respect of the duty and tax liabilities arising from the transactions under the 2009 Settlement Agreement and some related transactions in 2006. Following orders by Watson J dated 12 February 2025, and based on the declaration by his Honour that the plaintiff was justified in accepting a compromise offer by the SRO, that offer was accepted.
On 6 August 2025, the ATO issued a draft ruling in respect of the application by the plaintiff, Thomas Wong, Phil Wong, Winsberg and Teamhing concerning questions about the tax liabilities occasioned by the 2009 Settlement Agreement and related transactions. Subsequently, on 4 November 2025, the ATO issued its private ruling in respect of the application by the plaintiff, Thomas Wong, Phil Wong, Winsberg and Teamhing for answers to questions concerning the tax liabilities that were occasioned by the 2009 Settlement Agreement and other related transactions.
In further preparation for the final implementation of the 2009 Settlement Agreement, the plaintiff has obtained advice in relevant foreign jurisdictions (Singapore, Malaysia, Hong Kong and British Virgin Islands) regarding the implementation of the agreement on behalf of the Estate. The plaintiff has also obtained advice as to the flow of funds that is required to occur on the final implementation of the agreement. That advice has been encapsulated in a spreadsheet entitled 'Summary of Payment Flows - 31 October 2025'. In addition, the plaintiff has obtained advice from Mills Oakley as to the appropriate way to fund the payments required to be made by him and the Estate on final implementation of the agreement, and as to the steps and documentation that will be required for that purpose.
The plaintiff has obtained advice from Senior Counsel as to whether he ought to approve the 2019 Heads of Agreement and give effect to it in implementing the 2009 Settlement Agreement.
In carrying out the above steps, the plaintiff, through his solicitors, has consistently communicated and consulted with the legal representatives for Thomas Wong, Phil Wong and Lawrence Wong. That process of consultation has included weekly Zoom meetings.

[32]

On 23 May 2025, Stephanie Wong informed the Singapore High Court that she intended to withdraw her appointment as executrix of the Estate.
Following that decision, the solicitors for the plaintiff have been engaged in communication with the legal advisors in Singapore representing the executors (Thomas Wong and Stephanie Wong) and the legal advisors representing Lawrence Wong in his capacity as administrator in Singapore concerning clarification of a number of matters. Those matters included the status of the grant of probate to Thomas Wong and Stephanie Wong in Singapore, and the status of the order of the Singapore court granting Letters of Administration with the Will annexed to Lawrence Wong. It appears from the summary of the correspondence contained in the affidavit of the plaintiff's solicitors that a number of issues relating to those questions are yet to be clarified. At a mention in the current proceeding before Watson J on 9 October 2025, the legal representative for Lawrence Wong stated that the process is underway for Lawrence Wong to be granted Letters of Administration in Singapore, and it is anticipated that once that step was completed, Lawrence Wong would then apply to reseal the Singapore grant in Victoria.
The solicitor for Lawrence Wong, David Dickens, has deposed an affidavit dated 29 November 2025, in which he has provided an update on the status of the Singapore proceedings.
On 31 October 2025, Lawrence Wong filed a caveat in Singapore against any grant of probate in relation to the Estate in the Singapore High Court. Mr Dickens has obtained guidance from Lee & Lee, Lawrence Wong's solicitors in Singapore, concerning further steps that need to be taken by Lawrence Wong to be granted Letters of Administration in Singapore. Subject to unforeseen developments, it is anticipated that Lawrence Wong will be able to file the documents required for a sealed grant of Letters of Administration of the Will annexed, and extract the sealed grant of Letters of Administration, in about the middle of 2026.

[33]

In presenting the present application, counsel for the plaintiff noted that, in an application for advice from the Court pursuant to r 54.02 of the Supreme Court (General Civil Procedure) Rules 2025, the question for the Court is whether the administrator has power to do what is proposed, and, if so, whether it would be proper for the administrator to exercise that power in the postulated manner. It is no part of the Court's function to pass judgment on whether what the plaintiff proposes to do is prudent or imprudent.
Counsel acknowledged that the terms of the plaintiff's appointment are limited, specifically for the purpose of administering the rights of Madam Yan in the 2009 Settlement Agreement. Counsel submitted that the Updated Summary of Overall Implementation Steps, and the steps which the plaintiff proposes to take towards the implementation of the 2009 Settlement Agreement, are within the terms of his appointment. Those terms include the right to compromise claims, such as would be effected under the 2019 Heads of Agreement, and to take the steps outlined in the implementation proposal. In that respect, counsel noted that the Updated Summary of Overall Implementation Steps does not give rise to any concern about extraterritorial overreach by the plaintiff, because the steps contained within it include, inter alia, obtaining appropriate authorisations or appointments in overseas jurisdictions, to the extent that is required to give effect to the transactions contemplated by the 2009 Settlement Agreement. It was further submitted that if, contrary to that proposition, the actions which the plaintiff proposes to take are outside the limited grant by which he was appointed, it is open to the Court to order that the grant be extended, in order to facilitate implementation of the 2009 Settlement Agreement in furtherance of the Estate's interests.
In addressing the first question - whether the plaintiff is justified in approving and giving effect to the 2019 Heads of Agreement - counsel noted that the role of the Court in answering that question is not to determine the reasonableness or prudence of the 2019 Heads of Agreement and the compromise of claims that would be effected by it. Rather, the role of the Court is to determine whether it is lawful and proper for the plaintiff to approve the agreement and give effect to the compromise.
Counsel submitted that acceding to the 2019 Heads of Agreement is a matter within the plaintiff's power pursuant to his limited grant as administrator ad colligendum bona of the Estate. In particular, the order by Hollingworth J on 25 August 2012 authorises the plaintiff to administer the rights of the Estate under the 2009 Settlement Agreement. It was submitted that that authority extends to a power to compromise claims by and against the Estate.
It was further submitted that the plaintiff has properly considered the matter and is acting in a manner consistent with his duties as the administrator of the Estate ad colligendum bona. The plaintiff has sought and considered Senior Counsel's advice, and has concluded that it is in the interests of the Estate to approve the 2019 Heads of Agreement and give effect to it in implementing the 2009 Settlement Agreement.
In respect of the second question - whether the plaintiff is justified in giving effect to the Updated Summary of Overall Implementation Steps - counsel noted that the plaintiff has obtained a number of advices concerning the final implementation of the 2009 Settlement Agreement and the steps required to achieve that result. Those advices have been the subject of considerable consultation between the plaintiff and his advisors, and between the plaintiff and Thomas Wong, Phil Wong and Lawrence Wong through their lawyers. The document 'Implementation Steps - 2009 Settlement Transaction' summarises the steps required to be taken to achieve final implementation of the 2009 Settlement Agreement in accordance with advices obtained by the plaintiff. It addresses each aspect of a final settlement as recommended in the advices obtained by the plaintiff, including funding and steps required in foreign jurisdictions. It also contemplates execution of an Implementation Deed to formalise the obligations of the interested parties in completing the 2009 Settlement Agreement. The plaintiff considers that he ought to give effect to the Updated Summary of Overall Implementation Steps, and considers that it is the best way to achieve final implementation of the 2009 Settlement Agreement.
Counsel noted that on the current application, the plaintiff seeks advice from the Court that he is justified in taking the first ten steps set out in the Updated Summary of Overall Implementation Steps. When those steps have been completed, it is proposed that the plaintiff, as the eleventh step, will make a further application to the Court for approval of implementation of the remaining steps set out in the document. Counsel submitted that the first ten steps are necessary preliminary steps which should proceed, at this stage, rather than leaving the whole matter in abeyance pending the outcome of the application by Lawrence Wong for Letters of Administration in Singapore and resealing of them in Australia and other jurisdictions.
Accordingly, it was submitted that the Court should give advice that the plaintiff is justified in giving effect to the implementation proposal.

[36]

Lawrence Wong opposed the application by the plaintiff.
Lawrence Wong submitted that it would exceed the plaintiff's limited authority as administrator ad colligendum bona to give effect to the 2009 Settlement Agreement and the 2019 Heads of Agreement. Rather, it was submitted, Lawrence Wong is the appropriate person to finalise the administration of the Estate and to consider implementation of the 2009 Settlement Agreement and the 2019 Heads of Agreement, as he will shortly have full authority to administer the Estate. It was further submitted that, in view of the complex nature of the Summary of Overall Implementation Steps, and the significant consequences for the Estate in the event of the implementation of the 2009 Settlement Agreement and the 2019 Heads of Agreement in the manner proposed by the plaintiff, the plaintiff is not justified, and it would not be appropriate for him, to take the action contemplated by paras 1(a) and (b) of the application.
In that respect, it was noted that in May 2025, Lawrence Wong's Singapore solicitors requested that the plaintiff take no steps to approve the 2019 Heads of Agreement, or to implement the 2009 Settlement Agreement relying on the Heads of Agreement. Counsel noted that once Lawrence Wong has a sealed Letters of Administration in Singapore, he will apply to have his full grant resealed in Victoria, and he would thereafter have full rights to administer the Estate in Victoria. In such circumstances, the plaintiff's limited grant ad colligendum bona would terminate.
It was further submitted, on behalf of Lawrence Wong, that the 2019 Heads of Agreement constitute a variation of the 2009 Settlement Agreement of which he was a signatory. In that respect, Lawrence Wong referred to cl 2.2 of the 2019 Heads of Agreement, which provides for: payment of interest under cls 7 and 18(g) of the 2009 Settlement Agreement; payment of unpaid directors' salaries; and a clawback of dividends paid by Singapore companies to the Estate and Phil Wong. Counsel noted that the Singapore court, in its judgment in 2025, observed that the terms of the 2009 Settlement Agreement would be varied by the terms of the 2019 Heads of Agreement. Accordingly, it was submitted, in considering the current application, it will be necessary to consider whether, in fact, the 2019 Heads of Agreement does constitute a variation of the 2009 Settlement Agreement, and, if so, whether it would be within the power of the plaintiff as administrator ad colligendum bona to approve and implement the 2019 Heads of Agreement purportedly.
Counsel for Lawrence Wong accepted that the plaintiff does have power to approve and give effect to the 2019 Heads of Agreement and to the Updated Summary of Overall Implementation Steps. However, counsel submitted, such approval by the plaintiff of the Heads of Agreement, and the Updated Summary of Overall Implementation Steps, would be improper because there is no prospect of the plaintiff being able to undertake and complete the transactions contemplated by the Heads of Agreement and implementation proposal. In particular, the implementation of the 2019 Heads of Agreement, and the implementation proposal, would require the cooperation and agreement of Lawrence Wong, who has objected, and continues to object, to that process.
In that respect, counsel noted that the plaintiff's proposal, to obtain a reseal of his grant of administration in Singapore, Hong Kong and Malaysia, is a critical step in the Updated Summary of Overall Implementation Steps. The plaintiff must seek and obtain a reseal of his limited grant in each of those jurisdictions before the Updated Summary of Overall Implementation Steps can be effected. Counsel stated that Lawrence Wong will oppose any application by the plaintiff to reseal his limited grant in Singapore and in the other foreign jurisdictions.
Counsel contended that, in view of the grant of Letters of Administration to Lawrence Wong in Singapore, it is improbable that the Singapore court would permit the reseal of the foreign grant of Letters of Administration ad colligendum bona. Counsel noted that Lawrence Wong has received advice that there is little prospect that the plaintiff would obtain a grant of Letters of Administration in Hong Kong. Similar advice has been obtained from Malaysian lawyers.
In that respect, counsel referred to the advices that had been obtained from legal practitioners in Singapore, Hong Kong and Malaysia. The advice of the Singapore legal practitioner was to the effect that, as Lawrence Wong has already applied for a grant of Letters of Administration in Singapore, the Court would not allow another application (by the plaintiff) for a resealing to be filed and processed. The advice obtained from a lawyer in Hong Kong was to the effect that, if the plaintiff applied for resealing of his Letters of Administration in Hong Kong, the Hong Kong court would give precedence to the grant of probate to Lawrence Wong by the Singapore court. The advice obtained from the lawyer in Malaysia was to similar effect, namely, that a Malaysian court would give preference to the Letters of Administration issued to Lawrence Wong in Singapore, which is the country in which Madam Yan was domiciled.
Counsel for Lawrence Wong further submitted that if the plaintiff does obtain a reseal of his limited grant ad colligendum bona in each foreign jurisdiction, the remaining steps of the Updated Summary of Overall Implementation Steps are contingent on the plaintiff and Lawrence Wong (among others) signing an implementation and funding deed which would set out (inter alia) the establishment of escrow arrangements and the steps needed to take place for the 2009 Settlement Agreement transactions to be implemented, including the relevant funding option chosen. Counsel noted that Lawrence Wong would not agree to execute such a document, because he does not consider it to be in the best interests of the Estate to do so.
Accordingly, it was submitted that the plaintiff is not justified in adopting the proposed Updated Summary of Overall Implementation Steps for the following reasons. First, the Australian administrator's plan to take the proposed implementation steps is based on a number of unrealistic assumptions, namely: that there will be no formal grant of probate for the Estate in Singapore; that the Australian administrator will be successful in resealing his limited grant in each of Singapore, Malaysia and Hong Kong; that any application by the Australian administrator to reseal his limited grant in such jurisdictions would not be opposed; that Lawrence Wong and all the other parties would agree to execute the implementation and funding agreement; and that Lawrence Wong and the other relevant parties would agree to execute all necessary documents to effect the transactions contemplated in that deed. Secondly, it was submitted, Lawrence Wong is actively taking steps to obtain the grant of Letters of Administration for the Estate in Singapore. Thirdly, the plaintiff's plan to implement the implementation proposal is dependent on the consent and cooperation of Lawrence Wong in circumstances in which Lawrence Wong has stated that he would oppose any application by the plaintiff to reseal his limited grant overseas, and that he would not agree to execute the implementation and funding deed.
Counsel thus submitted that, any steps taken by the plaintiff to give effect to the 2019 Heads of Agreement and the Updated Summary of Overall Implementation Steps would be fatally flawed and bound to fail. Counsel noted that the costs incurred by the plaintiff on the process to date amount to the sum of $671,795. It is estimated that the total cost of implementation of the 2019 Heads of Agreement would amount to $1,547,470.
Counsel noted that both the plaintiff and Thomas Wong contended Lawrence Wong had delayed in advancing his application for Letters of Administration from the Singapore court. In that respect, Lawrence Wong obtained Letters of Administration in April 2025. The Singapore court revoked Thomas Wong's grant of probate on 21 July 2025, and on 26 August 2025, Lawrence Wong applied for the formal grant of Letters of Administration. Accordingly, it was submitted that Lawrence Wong has not unduly delayed in advancing his application.
Counsel also noted that the plaintiff and Thomas Wong have both contended that the plaintiff is the person best qualified to undertake the administration of the Estate, because he has been immersed in it over the last 13 years. In response, counsel submitted that the plaintiff himself does not have the relevant expertise. Rather, the plaintiff has been obtaining expert advice from Mills Oakley and has been relying on that advice. Accordingly, any expertise of the plaintiff in respect of the administration of the Estate could be replicated by Lawrence Wong taking over the administration of it without undue delay.

[38]

In response to the submissions made on behalf of Lawrence Wong, counsel for the plaintiff noted that Lawrence Wong opposes the plaintiff's application on two principal bases. First, it is contended on behalf of Lawrence Wong that the 2019 Heads of Agreement constituted a variation of the 2009 Settlement Agreement to which he does not agree.
In response, counsel for the plaintiff submitted that the 2019 Heads of Agreement does not purport to vary the 2009 Settlement Agreement. Rather, it is a side agreement between Thomas Wong and Phil Wong as to the matters contained in it, including a compromise of certain claims between those parties as set out in the 2019 Heads of Agreement. In practical terms, if the plaintiff approves and gives effect to the 2019 Heads of Agreement with the approval of the Court, he will be acceding to the payment terms and compromise of claims in that agreement on behalf of the Estate. However, that approval by the plaintiff does not involve a variation of the 2009 Settlement Agreement. Counsel referred to the decision of the Court of Appeal of Western Australia in Mirabella Nickel Ltd v Mining Standards International Pty Ltd[3] as authority for the proposition that, in a multiparty contract, it is permissible for two parties, by further agreement, to alter their mutual rights and obligations as between themselves.[4]
Counsel further noted, in this regard, that the 2019 Heads of Agreement is relevantly identical to the Lawrence Deed, which was also agreed at the Court-ordered mediation in October 2019. By that Deed, Lawrence compromised various claims for payment from his brothers under the 2009 Settlement Agreement, and he then joined with the plaintiff in seeking approval of the Court to those payments being made to him from funds being held by the plaintiff in his capacity as administrator ad colligendum bona of the Estate.
Counsel for the plaintiff then addressed a contention raised in the affidavit of the solicitor for Lawrence Wong, namely, that Thomas Wong has a conflict of interest, being both a beneficiary under the Will, and also an executor in the Will. In response, counsel for the plaintiff noted that such potential conflicts of interests are not an uncommon occurrence in litigation involving estates. In the present case, the appropriate solution has been constituted by the appointment of the plaintiff as the person who decides whether to approve the Heads of Agreement, that approval itself being the subject of the current application for Court approval.
Counsel for the plaintiff next addressed the second basis, for Lawrence Wong's opposition to the 2019 Heads of Agreement, namely that it unfairly and unjustly favours Thomas Wong over the other beneficiaries of the Will.
In response, counsel noted that the plaintiff is the person nominated by Thomas Wong and Phil Wong, whose approval is required for the 2019 Heads of Agreement to have effect, and the approval of the Court is also specified. In that respect, the plaintiff has obtained the advice of Senior Counsel - including advice as to the matters that informed Lawrence Wong's view of the matter - and he has formed the view that the implementation of the 2019 Heads of Agreement is consistent with the purpose of his appointment and his powers and duties as administrator. Accordingly, the plaintiff considers that he should approve and give effect to the 2019 Heads of Agreement.
In respect of the Updated Summary of Overall Implementation Steps, counsel for the plaintiff noted that Lawrence Wong has maintained that he will oppose any application by the plaintiff to reseal his limited grant in Singapore and the other foreign jurisdictions, with the consequence that the implementation of those proposed steps is futile. Lawrence Wong submits that it should be left to him, as the legal personal representative of the Estate in Singapore, to consider what he believes is appropriate in the interests of the Estate.
In response, counsel for the plaintiff submitted that the position taken by Lawrence Wong is unsatisfactory in several respects. First, Lawrence Wong has not given any substantive reason for opposing or objecting to the Updated Summary of Overall Implementation Steps. Rather, he has focused on blocking any appointment of the plaintiff in foreign jurisdictions, without acknowledging that the Updated Summary of Overall Implementation Steps do not necessitate the appointment of the plaintiff in those jurisdictions. Counsel noted that the plaintiff has made it clear that he is not opposed to another legal personal representative - such as Lawrence Wong - being appointed as a person who will effect the share transfers in the other jurisdictions on behalf of the Estate as required by the 2009 Settlement Agreement.
Counsel further noted that Lawrence Wong does not address difficulties that may be involved in obtaining a grant of Letters of Administration in Singapore, and also in resealing such grant in Victoria. Counsel also noted that Lawrence Wong claimed that there is no urgency in the matter, notwithstanding that the 2009 Settlement Agreement was agreed to more than fifteen years ago and is yet to be fully implemented.
Counsel for the plaintiff further contended that Lawrence Wong does not provide a reason for opposing the staged approach that is reflected in minutes of proposed orders provided by the plaintiff. On that approach, the plaintiff would only proceed with steps one to eleven in the Updated Summary of Overall Implementation Steps until the matter returns to Court in the new year for further directions and advice. That process would have the advantage of enabling the current workstreams to continue, pending any decision about who will be appointed in foreign jurisdictions and what other steps should be taken to the final implementation of the 2009 Settlement Agreement.
Counsel for the plaintiff noted that Lawrence Wong has not criticised any of the steps proposed to be taken by the plaintiff in contemplated completion of the 2019 Heads of Agreement. Nor has Lawrence Wong proposed any alternative pathway to resolution of the outstanding issues under the 2009 Settlement Agreement.
Counsel submitted that, if it is concluded that the plaintiff is justified in adopting the 2019 Heads of Agreement, that agreement would then be binding between the Estate, Thomas Wong and Phil Wong. In those circumstances, if Lawrence Wong were granted probate or Letters of Administration of the Estate, there would be no basis for him not to comply with the rights and obligations of the plaintiff under the 2019 Heads of Agreement. Counsel submitted that it might be reasonably assumed that the same principles would apply to Lawrence Wong in Hong Kong, Singapore and Malaysia, if he were to be appointed administrator of the Estate in those jurisdictions.
Counsel for the plaintiff also noted that cl 4 of the Lawrence Deed requires Lawrence Wong to sign all documents and take all necessary steps to complete the transfer to the Estate of 29 shares previously owned by Lawrence Wong in Teamhing, and which had been purchased by Madam Yan before her death. It is for that reason that Lawrence Wong is named as a party to the Implementation Deed. Accordingly, counsel noted that Lawrence Wong would be legally obligated to execute the Implementation Funding Deed and comply with it.

[40]

Thomas Wong also made submissions in reply to the arguments made on behalf of Lawrence Wong.
Counsel noted that Lawrence Wong contended that giving effect to the 2009 Settlement Agreement and the 2019 Heads of Agreement, would exceed the plaintiff's authority. Counsel submitted that that contention ignores the Victorian grant of administration, and is premised on Lawrence Wong exercising the powers that the plaintiff has under the Victorian grant. In that respect, it was submitted that the position taken by Lawrence Wong has two major flaws. First, the grant of administration to Lawrence Wong in Singapore does no more than vest the Singapore assets in him as administrator. It does not provide him with the power to deal with those assets. He will only obtain that power if and when he provides satisfactory information to the Singapore court. Secondly, even if Lawrence Wong were to obtain the right to deal with the Estate's assets in Singapore, Lawrence Wong would not be able to deal with the Estate assets in Victoria. He would have to apply for a resealing of the Singapore grant in Victoria, which would terminate the grant of administration to the plaintiff. However, that step is quite removed. Thomas Wong would object to any application by Lawrence Wong for a reseal of any Singapore grant in Victoria, on the basis that the Estate would be significantly disadvantaged if the steps, identified by the plaintiff, to achieve completion of the 2009 Settlement Agreement, are not implemented.
It was further noted that Lawrence Wong elected not to be involved in the ongoing administration of the Estate, and that he had done little, if anything, to assist the plaintiff to implement the 2009 Settlement Agreement. In that respect, counsel noted that cl 25 of the 2009 Settlement Agreement required all parties to the agreement to use their best endeavours to implement the agreement. It was submitted that the predominant purpose for the resealing of the Victorian grant in foreign jurisdictions would be to deal with the transfer of shares under the 2009 Settlement Agreement.
Counsel for Thomas Wong noted that since 2021, Lawrence Wong has made unrealistic requests for the plaintiff to pause the administration of the Estate. It was submitted that the administration in Victoria needs to progress. The assets within the Yan Group of companies are not being effectively managed, principally because there is equal representation on the boards of the companies between Thomas Wong and Phil Wong. Further delays in implementing the 2009 Settlement Agreement would have a detrimental impact on the businesses of those companies.
Counsel for Thomas Wong further submitted that Lawrence Wong would not be the best person to continue the work of pursuing the Estate's rights in the implementation of the 2009 Settlement Agreement. The matter is highly complicated and well‑advanced. The plaintiff, as administrator, has a detailed knowledge of the many aspects of the implementation, and, as such, is in a better position than Lawrence Wong to determine what is in the best interests of the Estate.
Further, it was noted that any further delay in the administration in Victoria would raise the possibility that the SRO might withdraw the compromise offer, which itself would cause significant detriment to Thomas Wong and the Estate.
In addition, it was submitted that Thomas Wong is prejudiced by the imposition of penalty interest on the compromise assessment that was payable on 24 March 2025. Thomas Wong requires the money owing to him under the 2009 Settlement Agreement to satisfy the SRO assessment. Existing delays have caused Thomas Wong a loss in that respect.
Counsel for Thomas Wong then addressed the submission by Lawrence Wong, that the 2019 Heads of Agreement should not be approved by the plaintiff, because it constitutes a variation of the 2009 Settlement Agreement to which he is a signatory.
Counsel for Thomas Wong noted that the orders made by the Court on 9 August 2019, referring the matter to a mediator, required Thomas Wong, Phil Wong and Lawrence Wong each to file written submissions and affidavit material on which they intended to rely in respect of the issues for resolution or determination. Lawrence Wong confined himself to submissions on whether interest was payable to him under cls 21 and 22 of the 2009 Settlement Agreement. Lawrence Wong attended the mediation, and after dealing with matters relating to moneys owing to him, he entered into the Lawrence Deed with Thomas Wong and Phil Wong, and, Lawrence Wong has been paid moneys from the Estate under the Lawrence Deed. After dealing with the issues relating to moneys due to him, Lawrence Wong departed from the mediation, without addressing the remaining issues identified by the Court for the parties to mediate. Counsel submitted that if Lawrence Wong wished to be involved in the compromise of those issues, he should have addressed them at the mediation.
Counsel for Thomas Wong submitted that if the 2019 Heads of Agreement is not approved, then the issues that were compromised by that agreement will require to be litigated, which will result in further delay and expense.
Counsel submitted that at no time has Lawrence Wong provided any reason or evidence that the 2019 Heads of Agreement prejudices the Estate. Counsel also submitted that the contention by Lawrence Wong, that Thomas Wong has a conflict of interest, is misconceived. The Estate is separately represented by the plaintiff. In those circumstances, Thomas Wong was perfectly entitled to pursue his interest at the mediation.
Thomas Wong also took issue with the submission by Lawrence Wong that the 2019 Heads of Agreement unfairly favours Thomas Wong over the other beneficiaries of the Will. Counsel noted that the 2019 Heads of Agreement deals with rights under the 2009 Settlement Agreement, and it arises out of a settlement of disputes that had arisen under that agreement.

[60]

As explained by the authorities, the second question does not involve a consideration of the wisdom or merits of the proposed courses of action. In essence, the second question involves a consideration whether either or both of the two proposed courses of action - approval of the 2019 Heads of Agreement and taking the steps in the Updated Summary of Overall Implementation Steps - would involve any impropriety by the plaintiff in his capacity as administrator ad colligendum bona of the Estate of Madam Yan.
It is not in issue that it is within the power of the plaintiff to take both of those proposed courses of action, namely, to approve the 2019 Heads of Agreement, and to take the steps contained in the Updated Summary of Overall Implementation Steps. Senior Counsel for Lawrence Wong accepted that both of those two courses of action are within the power of the plaintiff in his capacity as administrator ad colligendum bona of the Estate of Madam Yan. That concession by counsel was plainly correct.
As I have earlier noted, the appointment of the plaintiff was made in quite specific terms. In essence, the plaintiff was appointed administrator ad colligendum bona for two purposes. The first purpose - administering the rights of Madam Yan in the 2007 proceeding - was brought to an end with the settlement of that proceeding as recorded in the 2009 Settlement Agreement. The second purpose was to administer the rights of the Estate in the 2009 Settlement Agreement, and to do so until a grant of probate, or a general grant of Letters of Administration, is made in respect of the Estate of Madam Yan. That position was, in effect, confirmed by the orders made by McMillan J on 13 May 2021, which clarified that the plaintiff's appointment would terminate on either a grant of probate or a general grant of Letters of Administration of the Estate in Victoria, or on a resealing in Victoria of a grant of probate or a general grant of Letters of Administration of Madam Yan's Estate in Singapore (or elsewhere outside Victoria).
The fundamental result, that was intended to be achieved by the 2009 Settlement Agreement, was that Thomas Wong would end up with the control of that part of the Yan Group of companies based in Singapore and Malaysia, and that the Estate and Phil Wong would jointly have ownership and control of the shares of the Yan Group in the Hong Kong companies and their subsidiary Australian companies. The terms of the 2009 Settlement Agreement, to which I have earlier referred, specifically provide that the consideration to be paid by the respective parties for the transfer of their shares, in accordance with the 2009 Settlement Agreement, was either to be agreed, or to be determined by an independent valuer on a 'willing seller-willing buyer basis'.
The principal provisions of the 2019 Heads of Agreement, if implemented, have the effect of fixing the amount of consideration to be passed in accordance with the terms of the 2009 Settlement Agreement. Thus, cl 2.1 of the 2019 Heads of Agreement provides for the payment by the Estate to Thomas Wong of $39,279,471 being comprised of the value of Thomas Wong's interest in Teamhing, Winsberg and Melia, minus the value of the Estate's interest in the Singapore and Malaysian companies (which were to be transferred to Thomas Wong), plus an amount of $10,702,901. That third amount is the result of an agreed compromise of six specific claims that are set out in cl 2.2 of the 2009 Settlement Agreement. Clause 3 of the 2019 Heads of Agreement provides that Phil Wong will accept from Thomas Wong $9,279,471 in consideration of the transfer of Phil Wong's shares in the Singapore and Malaysian companies to Thomas Wong.
In that way, the fundamental role of the 2019 Heads of Agreement, and the terms contained in it, is to implement and put into effect the provisions of the 2009 Settlement Agreement. As such, the approval by the plaintiff as administrator of the Estate of the 2019 Heads of Agreement is within the power of the plaintiff, as provided by cl 3 of the orders of Hollingworth J dated 25 August 2012.
Before turning to the question as to whether it would be proper for the plaintiff to approve and give effect to the 2019 Heads of Agreement, it is relevant to refer, in this context, to the terms and effect of the Lawrence Deed dated 23 October 2019.
In essence, similar to the provisions of the 2019 Heads of Agreement, the Lawrence Deed is directed to settling disputes concerning the entitlement of Lawrence Wong under cls 21 and 22 of the 2009 Settlement Agreement. The Lawrence Deed makes provision for specific amounts to be paid respectively by Thomas Wong and Phil Wong to Lawrence Wong, and the means by which those amounts are to be paid to Lawrence Wong. It is relevant to note that, by orders made on 21 November 2019, McMillan J approved the payment by the plaintiff to Lawrence Wong of the settlement sums from funds held by the plaintiff as administrator of the Estate.
The provisions of the Updated Summary of Overall Implementation Steps are directed specifically to the implementation of the provisions of the 2009 Settlement Agreement and the 2019 Heads of Agreement. It is not contended by Lawrence Wong that the plaintiff does not have power to take the steps summarised in that document. For the reasons that I have just discussed, it is clear that by implementing those steps, the plaintiff would be undertaking actions and executing relevant documents that are necessary and proper to carry into effect the 2009 Settlement Agreement, and the 2019 Heads of Agreement which, as I have discussed, constitutes a compromise by the parties of disputes that have arisen under the 2009 Settlement Agreement.
The central question, that was raised in the current application, is whether the approval by the plaintiff of, and giving effect to, the 2019 Heads of Agreement, and the implementation by the plaintiff of the steps contained in the Updated Summary of Overall Implementation Steps, would constitute a proper exercise of the power of the plaintiff as administrator ad colligendum bona of the Estate. As I have discussed, the more appropriate way to address that question is to determine whether the plaintiff, in undertaking those steps, would in any way be involved in any impropriety in the exercise of his power as administrator ad colligendum bona.
That is, the question is whether the approval by the plaintiff of the 2019 Heads of Agreement, and the implementation by the plaintiff of the steps numbered one to eleven in the Updated Summary of Overall Implementation Steps, would involve any impropriety.
In addressing that question, it is noteworthy that, with one possible exception, it was not suggested on behalf of Lawrence Wong, that the provisions of the Heads of Agreement involve or constitute any unfair advantage to either Thomas Wong or Phil Wong, or any unfair or inappropriate detriment to Lawrence Wong. That is, with one possible exception, it has not been suggested that there would be any impropriety in the full implementation of the terms of the 2019 Heads of Agreement.
The one possible exception to that proposition, raised on behalf of Lawrence Wong, concerns the third item of the payments by the Estate to Thomas Wong specified in cl 2.1 of the Heads of Agreement.
That item, amounting to $10,702,901, constitutes an agreed compromise of six claims by Thomas Wong as specified in cl 2.2 of the 2019 Heads of Agreement. In respect of each of the six claims, the amount of the potential claim is specified in cl 2.2 as a range from zero dollars to an amount expressed in specific terms. For example, the amount in respect of the first item is specified as $0 to $23,016,414. The total of the six amounts are specified in the range from $0 to $42,058,018. They comprise: interest under cls 17 and 18(g) of the 2009 Settlement Agreement; Thomas Wong's 'capital gains tax liability'; Thomas Wong's liability for Victorian landholder duty; unpaid directors' salaries; and 'clawback' of dividends paid by Singapore companies to the Estate and to Phil Wong.
The objection, that is made on behalf of Lawrence Wong in respect of those amounts, is that some of them, such as interest in respect of the sums payable under cls 7 and 18(g) of the 2009 Settlement Agreement, are not provided for in that agreement.
That proposition ignores the circumstance that there has been a significant delay between the execution and approval of the 2009 Settlement Agreement, and the date of the 2019 Heads of Agreement. The matters and amounts, that are the subject of each of the claimed six items under cl 2.2, may well have been a matter of some dispute and debate. The amount of $10,702,961 settled upon in the agreement constitutes a 'compromise amount' of those claims. It is not suggested that the compromised amount, that comprises item 3 of the payments under cl 2.1 of the 2019 Heads of Agreement, was manifestly unreasonable or in some way improper.
The particular objection by Lawrence Wong, to the terms of the 2019 Heads of Agreement, is that they constitute a variation of the provisions of the 2009 Settlement Agreement, in circumstances in which Lawrence Wong, who was a party to the Settlement Agreement, is not a party to the 2019 Heads of Agreement.
There are two problems with that proposition. First, as I have discussed, the 2019 Heads of Agreement do not themselves constitute a variation of the 2009 Settlement Agreement. Rather, they resolve a number of matters which had not been resolved by the 2009 Settlement Agreement, including some issues that had arisen because of the delay in the implementation of the 2009 Settlement Agreement.
Secondly, it is a recognised principle of contract law that, in the case of a multi-party agreement, a subset of the parties to that agreement may themselves enter into a further separate agreement which affects or alters their rights and obligations, provided that that separate agreement does not adversely affect the rights and obligations of other persons under the principal agreement.[13] The 2019 Heads of Agreement only affects the rights and obligations of the Estate, Thomas Wong and Phil Wong, in respect of their mutual rights and obligations under the 2009 Settlement Agreement. If the plaintiff were to approve and thus adopt the 2019 Heads of Agreement, he would thus accept the obligations and rights under that agreement which apply to the Estate, Phil Wong and Thomas Wong. That process would not in any way affect the rights or obligations of any of the other parties, including Lawrence Wong, under the 2009 Settlement Agreement.
In considering the issues raised by Lawrence Wong, and, indeed, in considering the question of the propriety of the proposed approval by the plaintiff of the 2019 Heads of Agreement, it is relevant to take into account the potential consequences that would follow, if the 2019 Heads of Agreement are not approved by the Court. Those potential consequences are set out in some detail in paras 56 to 58 of the affidavit of the instructing solicitor of the plaintiff dated 8 November 2025.
In essence, if the 2019 Heads of Agreement is not approved, the following issues (inter alia) would need to be addressed:

[62]

In addition, the plaintiff's solicitor has identified other problems, which would arise if it were to be determined that the plaintiff is not justified in approving and giving effect to the 2019 Heads of Agreement. Those problems include the following.
First, any delay in the implementation of the 2009 Settlement Agreement could have the effect that the assumptions underlying the SRO compromise offer and the ATO private ruling might no longer apply. Secondly, the funds held in trust by the plaintiff's solicitors on behalf of the plaintiff are likely to be exhausted, and it is not apparent whether alternative sources of liquid funds would be available to the plaintiff to continue his role. Thirdly, if and when further disputes are resolved, it is likely that the advices so far obtained by the plaintiff, including advices obtained from Singapore, Hong Kong, Malaysia, British Virgin Islands and Australia, relating to the Updated Summary of Overall Implementation Steps, taxation and duties payable, and proposed funding, might need to be reviewed and updated. Fourthly, further delay would prolong the unsatisfactory status quo in which the boards of the companies in the Yan Group continue to be affected adversely by disagreement and acrimony, particularly between Thomas Wong and Phil Wong. Fifthly, the delay in resolution of the issues is having an adverse effect on the properties held by the Hong Kong and Australian companies in Melbourne and Geelong.
The matters, to which I have just referred, are relevant in considering the issues raised by the plaintiff in this matter, and in particular, as to whether there would be any impropriety involved in the plaintiff approving and implementing the 2019 Heads of Agreement, and the steps contained in the Updated Summary of Overall Implementation Steps document.
For the reasons I have so far discussed, three propositions are clear. First, with one possible exception, Lawrence Wong has not identified any aspect of the 2019 Heads of Agreement which would involve any possible area of contention. Secondly, Lawrence Wong has accepted, and gained Court approval for, the collateral Lawrence Deed which enables implementation of his rights under the 2009 Settlement Agreement. Thirdly, if the 2019 Heads of Agreement, and the proposed implementation steps are not approved, the finalisation and implementation of the 2009 Settlement Agreement would be stalled, without any realistic prospect of resolution, and with a number of significant potential effects which would be detrimental, not only to the interests of the Estate, but also, to the interests of all parties concerned, including Lawrence Wong.
In that context, it is relevant to note the conclusions reached by Senior Counsel in his advice to the plaintiff on the issue whether the plaintiff should approve and given effect to the 2019 Heads of Agreement. The memorandum of advice of Senior Counsel was a confidential exhibit to an affidavit of the plaintiff's solicitor in the proceeding. The plaintiff waived confidentiality in respect of the conclusionary paragraph of the advice, to which I have earlier referred. In that paragraph, Senior Counsel expressed the view that the approval by the plaintiff of the 2019 Heads of Agreement, and the giving of effect to it in implementing the 2009 Settlement Agreement, would be consistent with the duties of the plaintiff as administrator ad colligendum bona of the Estate, and in furtherance of the interests of the Estate. It is appropriate that I observe that that opinion was expressed as a conclusion in a lengthy and detailed advice in which Senior Counsel gave careful consideration to the complex issues which have arisen in respect of the administration of the Estate of Madam Yan, and the implementation of the 2009 Settlement Agreement.
It is in that context that it is necessary to consider the principal point made on behalf of Lawrence Wong, namely, that it would be improper for the plaintiff to approve and give effect to the 2019 Heads of Agreement, because Lawrence Wong would refuse to cooperate with, and undertake any steps necessary for, the implementation of the that agreement. In particular, counsel for Lawrence Wong stated that his client would oppose any application by the plaintiff to reseal his limited grant of Letters of Administration in Singapore and other jurisdictions, and that Lawrence Wong would not cooperate in the execution of any relevant documents, including the Implementation Funding Deed, which are necessary for the implementation of the terms of the 2019 Heads of Agreement.
Thus, the central point advanced on behalf of Lawrence Wong was to the effect that if the plaintiff were to approve and seek to put into effect the 2019 Heads of Agreement and undertake the Updated Summary of Overall Implementation Steps relating to it, he would expend and waste funds of the Estate, in effecting a process which would be most unlikely to succeed. In that way, it was submitted, the approval by the plaintiff of the 2019 Heads of Agreement, and of the implementation steps to put it into effect, would involve an impropriety.
In considering that position taken by Lawrence Wong, it is a matter of some concern that Lawrence Wong has not provided any substantial reason for opposing or objecting to the 2019 Heads of Agreement, or, the Updated Summary of Overall Implementation Steps. As discussed, the only possible criticism made by Lawrence Wong, in the present proceeding, relates to one aspect of the 2019 Heads of Agreement. Counsel for Lawrence Wong did not press that matter as constituting an impropriety on behalf of the plaintiff. As I have discussed, it would seem that there is an appropriate basis for the compromise of a number of issues which are constituted by the third item specified in cl 2.1 of the 2019 Heads of Agreement. Apart from that matter, however, Lawrence Wong has not at all sought to impugn the fundamental substantive rights and liabilities that are created by the 2019 Heads of Agreement.
Further and importantly, as Senior Counsel for the plaintiff has pointed out, if this Court were to form the conclusion that the approval and adoption by the plaintiff of the 2019 Heads of Agreement, and of the Updated Summary of Overall Implementation Steps, was proper (or not improper), there could be no legitimate or valid basis upon which Lawrence Wong could seek to obstruct or oppose the implementation of the terms of the 2019 Heads of Agreement in other jurisdictions.
If the Court approves the 2019 Heads of Agreement, that contract would be binding on the Estate and effective in respect of the Estate. There would not be any proper or valid basis for Lawrence Wong, in his capacity as administrator of the Estate, to decline or refuse to discharge the obligation of the Estate to implement the 2019 Heads of Agreement in discharge of the obligations under the 2009 Settlement Agreement.
Further, it is appropriate to proceed on the expectation that if the Court were to approve the 2019 Heads of Agreement, and if Lawrence Wong were to be appointed executor or administrator of the Estate, either in Australia or in Singapore, Hong Kong or Malaysia, Lawrence Wong would abide by his obligations and duties to implement the obligations binding on his as the legal personal representative of the Estate as a consequence of the decision by this Court on the current application.
For those reasons, I am persuaded that there would not be any impropriety in the approval, by the plaintiff, of the 2019 Heads of Agreement. In terms of cl 1(a) of the amended summons, I answer in affirmative the question whether the plaintiff (in his capacity as administrator ad colligendum bona of the Estate of Madam Yan) is justified in approving and giving effect to the 2019 Heads of Agreement.
The remaining question is whether the plaintiff is justified in taking the steps numbered one to eleven summarised in the Updated Summary of Overall Implementation Steps.
Counsel for Lawrence Wong did not submit that there is any aspect of the proposed steps which would involve any impropriety, apart from the submission which he made that any approval and implementation of the 2019 Heads of Agreement would involve an impropriety on behalf of the plaintiff, because such implementation would be destined to fail with consequent expense to the Estate. For the reasons I have stated, I do not accept that proposition.
As noted, at this stage, the plaintiff seeks approval of the first eleven proposed steps contained in the Updated Summary of Overall Implementation Steps. It is quite clear that each of those steps are necessary for, and relevant to, the proper implementation of the 2019 Heads of Agreement. The eleventh step comprises a further application to this Court for further approval of the Updated Summary of Overall Implementation Steps upon completion of the first ten such steps. It is anticipated that that application would be able to be made and presented in February or March 2026. In view of the content and nature of the preceding steps numbered one to ten in the Updated Summary of Overall Implementation Steps, it is appropriate that, at that point, a further application be made to this Court.
In that respect, it is to be noted that the plaintiff, in accordance with his duties as administrator ad colligendum bona, has, at each stage of the execution by him of his role, sought and obtained, the approval of this Court for further steps proposed to be undertaken in the discharge by him of his duty to do all things and execute all instruments necessary and proper for the carrying out of the 2009 Settlement Agreement into complete effect. His application to this Court in the present case, and the proposed further application on the completion of the first ten steps contemplated by the Updated Summary of Overall Implementation Steps, was quite appropriate.
In those circumstances, I conclude that an affirmative answer should also be given to the question contained in cl 1(b) of the amended summons, namely, whether the plaintiff (in his capacity as administrator colligendum bona) is justified in taking steps numbered 1 to 11 (inclusive) summarised in the Updated Summary of Overall Implementation Steps.
In reaching the foregoing conclusions, I have been conscious that the plaintiff has been appointed, and remains, administrator ad colligendum bona of the Estate of Madam Yan. As I have earlier noted, ordinarily, the powers that are granted by such an appointment are limited to the collection and protection of assets of the Estate until a grant of probate or Letters of Administration can be made. In the present case, in view of both the complexity of the Estate, and the issues that have arisen between the relevant parties, the plaintiff has held the position as administrator ad colligendum bona since his appointment in August 2012.
In that respect, two points are particularly relevant in the present case.
First, as I have noted, the appointment of the plaintiff as administrator ad colligendum bona was directed to the administration of the rights of the Estate (inter alia) in the 2009 Settlement Agreement. Specifically, the Order appointing the plaintiff provided that the plaintiff, in that capacity, have power to do all things and execute all instruments as may be necessary and proper to carry that 2009 Settlement Agreement into complete effect. In that respect, the powers and duties of the plaintiff are different to, and arguably more extensive than, the powers ordinarily held by an administrator ad colligendum bona.
Secondly, and in the context of the present case, the plaintiff, in that capacity, is and has been entirely independent of each of the potential beneficiaries of the Estate, and most particularly Thomas Wong, Phil Wong and Lawrence Wong. In the context of a family which has been engaged in ongoing, and, seemingly, often intractable disputes, the continuation by the plaintiff in his current role has been necessary and important to the progression of the administration of the Estate, and in particular, carrying out and putting into effect the 2009 Settlement Agreement. For those reasons, I am not persuaded by the proposition advanced on behalf of Lawrence Wong, that in some way the approval and giving effect by the plaintiff of the 2019 Heads of Agreement and the Updated Summary of Overall Implementation Steps, would be in excess of his powers as administrator ad colligendum bona.

Plaintiff v Defendants

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Judgment (79 paragraphs)

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