Re Singapore Symphonia Co Ltd & Ors [2013] SGHC 261

The Singapore High Court in Re Singapore Symphonia Co Ltd & Ors determined the beneficiaries of a trust for the purposes of dissolving it as sought by the applicants.

The trust

The trust at issue was the Singapore Totalisator Board Trust (the “Trust”), which was created in 1989 through a trust deed (the “Deed”) concluded between the fourth applicant (the “Tote Board”) and four individuals who were the original trustees of the Trust (the “original trustees”). Under the terms of the Deed, the income on S$25 million, which had been settled on the Trust by the Tote Board, was to be distributed from time to time to the first applicant (the “SSO”). The SSO currently runs the Singapore Symphony Orchestra.

The Deed provided that the Trust would remain effective from the date of its creation to the end of the 21st year from the death of the last surviving of the four original trustees. At the time of this application, one of the original trustees was still alive and the Trust was therefore still in effect.

During the 2008 financial crisis, the Trust value fell below S$25 million with the consequence that no income was paid to the SSO which then went into deficit. The Tote Board refused a request by the SSO to top up the Trust’s capital but did agree to donate all the moneys standing in the Trust to the SSO’s endowment fund. There were no provisions in the Deed allowing the premature dissolution of the Trust.

The application

In order to enable the beneficiaries to terminate the Trust, the applicants sought declarations that the Tote Board was a beneficiary under the Trust and that the only beneficiaries under the Trust were the Tote Board and the SSO. The applicants sought to utilise the rule in Saunders v Vautier (1841) Cr & Ph 240 (“Sautier”) which provides that, if all of a trust’s beneficiaries are adults or of full capacity and under no disability, they may require the trustee to transfer the legal estate to them and thereby terminate the trust.

Judgment

The court found that the SSO was a Trust beneficiary as it had an interest in the income on the capital sum for the Trust’s duration. The Tote Board was also a beneficiary despite not being explicitly stated as such in the Deed as it had the reversionary interest in the capital sum. The court noted that no other beneficiaries could be added as the Trust was fixed. The SSO and the Tote Board were therefore the only beneficiaries of the Trust and entitled under the rule in Sautier to call in and dispose of the Trust property.

Given the findings above, the court granted the applications sought which enabled the applicants to terminate the Trust.