SINGAPORE – Peranakan cuisine icon Violet Oon has won her court bid to buy out businessman Manoj Murjani, who holds a 50 per cent stake in her eponymous restaurant business through his holding company.
Ms Oon and her two children, who own the other half of the business, said Mr Murjani had pressured them into signing a new agreement under duress in 2019 after he learnt that the trio had increased their salaries.
Under this agreement, the company purportedly owed $1.55 million to Mr Murjani’s company, Group MMM.
If this supposed loan was not repaid, it would potentially be converted into equity for Group MMM, giving Mr Murjani a majority shareholding.
In a written judgment issued on Jan 19, High Court judge Philip Jeyaretnam found that Mr Murjani had exerted economic duress and undue influence in order to change the shareholder arrangements with a view to his taking control of the company.
Justice Jeyaretnam said: “Given the unfairly exploitative and manifestly disadvantageous nature of the 2019 agreements and the claimants’ testimony concerning the negotiations and the pressure they felt under, I find that the claimants would not have entered into them but for the illegitimate pressure exerted on them.”
The judge said the economic duress made the agreement invalid.
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He granted an order sought by the family to buy out Group MMM’s stake in the company.
The company Violet Oon was set up in 2012 by Ms Oon, her daughter Tay Su-Lyn and her son Tay Yiming.
Ms Oon was the company’s culinary curator and chef; Ms Tay was the creative director, marketing manager, and events and catering manager; and Mr Tay was the general manager and managing director.
In 2014, Mr Murjani acquired 50 per cent of the company for $450,000.
At the time, Ms Oon drew $5,000 a month, Ms Tay $1,000 and Mr Tay $4,500. By November 2018, the salaries increased respectively to $8,000, $5,000 and $8,000.
After Mr Murjani found out about this in December 2018, he accused the family of overpaying themselves and took the view that he should be compensated by the company to balance off the salary increments.
He initially claimed that the overpayment amounted to $511,804. This figure was eventually revised to $1.25 million.
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During a meeting with Mr Tay in February 2019, Mr Murjani proposed that Group MMM should get 70 per cent of the company based on the value of his contributions.
On Feb 21, 2019, Mr Murjani e-mailed Mr Tay a list of terms, to which the family agreed.
One of the terms stated that Group MMM would receive from the company $1.55 million, which included $1.25 million “overpaid” to the trio.
Another term was for Ms Oon and Ms Tay to be removed from the board, leaving only Mr Tay and Mr Murjani as directors. Mr Murjani was also to be appointed chairman and chief executive of the company.
Other terms related to the company’s branding, including shifting the brand to “VO Singapore” instead of “Violet Oon” and redoing public relations materials to feature Mr Murjani and Group MMM.
A new shareholders’ agreement was signed on Feb 26, 2019.
In 2022, Ms Oon and her children, who are represented by a team led by Ms Meryl Koh from Drew & Napier, filed a lawsuit alleging oppression.
The family also sought an order for Group MMM to sell its shares in the company to them, at a price to be determined by the court or a court-appointed valuer.
On April 5, 2023, Group MMM offered to buy out the family for $6 million, on the condition that the family cannot use the “Violet Oon” name.
The family rejected the offer, and the case went to trial on July 10, 2023.
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In his judgment, Justice Jeyaretnam said this offer was “not reasonable” because it did not address what Ms Oon and her children wanted, which was to buy out Group MMM, and was premised on Group MMM using Ms Oon’s name.
He said Mr Murjani had used the salary dispute as an opportunity to confuse and pressure Mr Tay by using “tactics” such as threatening severe consequences, inflating the amount of overpayment and exaggerating Group MMM’s contributions.
Mr Tay testified that Mr Murjani had threatened to wind up the company and expose the family to financial claims as they had given personal guarantees for bank loans.
Mr Murjani denied the allegations, but Justice Jeyaretnam concluded that the businessman had made his meaning clear without being explicit.
“From my observation of him in the witness box, he appears to be someone equipped with an ability to manipulate others emotionally without spelling things out,” said the judge.
In a statement to the media, the family said the judgment represented “a fair and just outcome” and that they feel vindicated by the court’s findings.
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