Violet Ng’s bid to buy out business partner goes to trial after she rejects S$6 million offer

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SINGAPORE (The Straits Times/Asia News Network): When Peranakan culinary icon Violet Ng and her two children sold half of their company to businessman Manoj Murjani in 2014, they believed she had found a business partner who could take her brand to the world.

As the number of restaurants the company operated grew from one to five, tensions began to mount over salaries, branding and financial burden sharing.

Things boiled over in 2022, when Ornn, her daughter Tay Su-Ling, and son Tay Yimin took legal action to buy Mr. Murjani, known as the co-founder of luxury tea brand TWG. taught.

Mr. Murjani’s holding company group MMM owns 50% of Violet Ong’s shares, while Mr. Ong owns 20% and her children each own 15%.

The bereaved family filed a lawsuit against him and Group MMM, alleging the suppression of minorities, and at the same time filed for liquidation of the company.

In April, President Murjani offered to buy the family for $6 million on the condition that the family would not be able to use the name “Violet Ng” permanently.

Ms Orne and her children declined the offer, and the trial began in the High Court on Monday.

The family is seeking a court order authorizing the purchase of Groupe MMM’s shares at a price to be separately determined by a court or a court-appointed appraiser.

The family, represented by Drew & Napier’s Merrill Coe, accused Mr. Murjani of acting “commercially unfair.”

They alleged that he not only disrupted mutual trust, but also conducted company affairs in an oppressive manner.

The bereaved family said they had a legitimate expectation that both parties would assume reasonable financial responsibilities in running the company. Company branding should remain rooted in Oon’s personal identity. Defendants would then inject funds and provide guidance to grow the business, while the family would be involved in the day-to-day running of the business.

Mr. Koh said in his opening statement: “This company was Mr. Orne’s lifelong work and represented the plaintiffs’ joint dream. I donated half of the total amount to Mr. Murjani in the hope that he would share it and help make it happen.”

Oon and her children had no employment contracts. Discussion took place in a group chat. The first formal meeting was held in 2020 after relations between the parties soured.

Murjani began demanding to appear in the brand’s story as a co-founder of the company in November 2017, according to his family.

In February 2019, Mr. Murjani owed his family a $1.55 million loan to Group MMM, Ng and Tay were removed from the board, and Mr. Murjani was appointed chief executive officer and chairman of the board. Allegedly pressured to sign a contract to The company ended up paying him $21,000 a month.

This was after they accused them of overpaying themselves.

In December 2014, Mr. Ohng withdrew $5,000 a month, Mr. Tai $1,000, and Mr. Tai $4,500. By November 2018, salaries had increased to $8,000, $5,000, and $8,000 respectively.

Koh said expert evidence would show salaries were either below market rates or at par with market rates.

Mr. Murjani continued to inflate the overpayment and threatened to sue and shut down the company, according to his family.

At the time, the company had just opened its fourth store in AEON Orchard and was about to open its fifth store in Jewel.

The family said they were forced to transfer control of the company despite it being a family business.

They also accused Mr. Murjani of cutting Orn out of the company’s narrative by changing the brand name to ‘VO Singapore’ and adding the words ‘Group MMM Partnership’.

He added that aside from a $750,000 capital injection to match his family’s funds and an additional $400,000 loan, Mr. Murjani does not bear the same economic risks.

Mr. Murjani, represented by Tio Shen Yi, a senior counsel at TSMP Law Firm, said the $6 million offer was “more than reasonable.” He claimed the family was trying to keep Group MMM out of business “at the lowest possible price.”

Defendants argued that the company was not a quasi-partnership formed on the basis of mutual trust and fidelity and therefore had no legitimate expectations beyond written agreements.

Murjani said the February 2019 agreement was not made under duress, but in the spirit of moving forward amicably and building the company together.

He denied threats of legal action, and a $1.55 million loan was agreed to resolve the issue of families unilaterally increasing their salaries without prior discussion, approval or consent. Said it was a remedy.

Mr. Murjani said he has a right to voice his opinion on the branding direction of his company, and that disagreements about branding do not amount to repression.

“If he was just a bystander in a ‘family business’, why would Manoj invest 50 percent of the company’s money, agree to work with Mr. and Mrs. Tay, and spend time and effort to build the company? Would it?” Defendants’ opening statements said.

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