Introduction
This article considers the High Court’s decision in Yang Qiang and another v Gallop APAC Pte Ltd and others [2025] SGHC 187 as a case study in preventable corporate conflict. At its core, the dispute turned on an alleged oral “trust arrangement” over a 90 percent shareholding, competing narratives about governance and control, a contested services arrangement, and collateral intellectual-property issues concerning use of the “Gallop” and “GallopAir” name. The Court ultimately found that the 90 percent shareholding was held on express trust for the principal funder and that a series of subsequent acts breached that arrangement.
Factual Background
The leitmotif is simple. Ambitious ventures unravel when parties rely on oral understandings, informal messaging, and after-the-fact paperwork. The durable antidote is disciplined contracting, contemporaneous documentation, and ongoing legal review before implementation. In that spirit, this commentary sets out the risk points revealed by the litigation and pairs each with the contracting solution that would likely have avoided the controversy.
Beneficial ownership and nominee structures should never rest on oral understandings. Where one party funds or “beneficially owns” shares but another holds them in name, the arrangement should be recorded in a contemporaneous written deed of trust over shares, executed at or before incorporation or allotment, with companion mechanics to enforce swift transfer on demand. The trust deed should specify the trustee’s fiduciary duties, voting instructions, dividend routing, information rights, events of default, immediate transfer triggers, and a pre-signed share transfer form held in escrow. Such documentation should be mirrored in the company’s statutory registers and in private corporate records so that the legal reality of beneficial ownership and the operational truth of control remain aligned. Singapore’s transparency regime also requires companies to maintain a Register of Registrable Controllers identifying beneficial owners; robust compliance here materially reduces room for later factual disputes about who truly controls the company.
About Shareholders Agreement
A shareholders’ agreement is not a “nice to have”; it is the operating system for the relationship. Oral “big picture” alignments about who leads, who funds, what gets built, and who decides are not a substitute for a signed shareholders’ agreement that binds equity holders and is hard-wired into the constitution.
At minimum, the agreement should address, with the same discipline as a financing term sheet, the following:
(a) capitalisation and funding obligations, including staged funding, drawdown conditions, and remedies for default;
(b) governance, board composition, reserved matters, decision thresholds and an agreed “chain of command” for programme execution;
(c) transfer mechanics, including pre-emption, compulsory transfers, tag-along, drag-along, and cure or exit routes on deadlock or founder departure;
(d) use of brand and other intellectual property, including who owns what and who may use it, by licence and on what terms;
(e) information, audit and inspection rights; and
(f) dispute-resolution architecture with interim relief protections. The agreement should then be reflected in the constitution so that third parties and future joiners cannot plead ignorance.
About Service Agreement
If a services company is interposed, a written service agreement must be negotiated and executed before the first invoice or seconded employee moves. The contract should set
(a) scope and deliverables against objective milestones
(b) acceptance criteria and evidence of completion
(c) fee mechanics and pay-if-paid variations
(d) treatment of staff secondments, tools and equipment
(e) ownership of work product and manuals
(f) data, confidentiality and IT- asset return obligations
(g) Suspension and termination triggers.
Clear drafting avoids later quarrels about whether the services were properly engaged, whether consulting time was billable, and who owns the operational manuals and systems that are mission-critical to regulatory approvals.
Where a name, logo or reputation is to be shared across entities, do not rely on goodwill by association. Record the arrangement in a trade mark licence that is signed by the registered proprietor, defines field of use, territory and quality control, and states what happens on termination and rebrand. This eliminates later arguments about who could call itself what and prevents emergency injunctions to restrain use. In Singapore, passing off protects goodwill with customers, not merely reputation; documenting a licence and branding policy both preserves that goodwill and narrows the litigation aperture.
Filing practice must match substance from day one. If shares are held on trust, maintain the private deed of trust; ensure the internal registers reflect beneficial ownership; update the Register of Controllers; and align all commercial communications with the legal position. Where nominee arrangements are used, the supporting declaration should state that the nominee has no beneficial claim, that voting and economic rights follow the beneficiary, and that an executed transfer form can be triggered on default events. These controls make it difficult for a nominee to later assert beneficial ownership, and they give the court clean paper to enforce.
Governance must be calibrated to the project’s regulatory pathway. Aviation projects, like other highly regulated undertakings, require documented accountability. If a sponsor intends to expand a brand through multiple jurisdictions, contracting should pre-allocate which company seeks which approvals, under whose brand, and under what licence. The board minutes, shareholder resolutions and executive appointment letters should track that allocation so that title to approvals, work product and vendor relationships is never ambiguous. Where messaging apps are used for speed, meeting notes and formal consents should follow promptly to avoid the evidential problem of orally agreed strategic pivots becoming tomorrow’s litigation exhibit.
Data, manuals and IT assets are not incidental; they are the operational crown jewels. Contracts should stipulate who owns manuals and regulatory artefacts, how drafts and versions are stored, and who controls repositories. Employee and consultant agreements should require return and deletion of confidential materials, with audit rights and stipulated remedies. Coupling these with an IT-asset schedule and enforced off-boarding checklist prevents a later scramble about missing laptops, deleted files and “who took what when”.
Funding should be papered in parallel with control. If one party bankrolls operations while another holds legal title to equity, the funding instruments must protect the funder with
(a) negative pledges and restrictions on competing applications under the same brand
(b) call options or mandatory transfers triggered by breaches of trust or governance
(c) step-in rights to personnel, systems and regulatory processes.
Properly engineered remedies make the wrongdoer’s position untenable without court intervention, and they deter unilateral moves that give rise to emergency litigation.
Brand protection is reinforced by registration strategy, but registration is not a substitute for contracts. Well-timed trade mark filings in the relevant classes and territories should be made by the brand-owning entity, with recordal of licences and security interests where appropriate. Where a partner must file in its own name for regulatory visibility, the partner should covenant to assign or hold the mark on trust, subject to a registered licence that preserves central brand control. That architecture both clarifies the parties’ rights and aligns with the legal threshold for passing off, which turns on demonstrable goodwill and customer association rather than mere reputation.
Documentation discipline also inoculates against evidential disputes. Courts are rightly sceptical of arrangements characterised only by messaging-app threads and post-hoc reconstructions, particularly where beneficial ownership is not reflected in corporate records. A coherent suite of contemporaneous documents reduces reliance on recollection, narrows the factual battlefield, and accelerates interim relief when counterparties dig in.
Finally, contracting is not a one-off event but a lifecycle. As projects evolve, parties should run scheduled legal reviews to reconcile practice with paper. Reviews should test governance, titles, branding on letterhead and domains, licences granted, services being performed, and filings maintained. Where the project enters a new jurisdiction or regulatory phase, counsel should refresh the documents so that every external statement and internal authority aligns with the contractual and statutory position. In Singapore, this includes ensuring that the Register of Registrable Controllers is accurate in light of capital increases, transfers or new control arrangements.
Hindsight is 20/20. Had the parties reduced their trust arrangement to an executed deed of trust over shares, signed and constitution-backed shareholders’ agreement, contemporaneous services agreement, and a branded licensing suite, the litigation vector would likely have been shortened or eliminated. Most corporate disputes are the mechanical failure of documentation rather than the failure of commercial intent. Proper contracting and rigorous legal review turn intent into enforceable reality, preserve trust, and keep high-stakes ventures out of the courtroom.
The Court’s Findings
The High Court’s judgment in Yang Qiang and another v Gallop APAC Pte Ltd and others [2025] SGHC 187 provides a detailed factual map for how disputes of this nature form and how clean contracting would have prevented the eventual breakdown. The second defendant, Ivan, held 90 percent of the shares in Gallop APAC in his name while another 10 percent stood in Cham’s name. The central issue was whether those 90 percent shares were beneficially Ivan’s or were held on trust for Yang, the first claimant and principal funder behind the GallopAir expansion. The Court held that Ivan had agreed to hold the 90 percent on trust for Yang and that an express trust existed.
The Court’s background chronology is instructive. GallopAir was incorporated in Singapore on 5 October 2021 for STIG’s expansion into Southeast Asia and for a future air operator certificate in Singapore. Gallop APAC was subsequently incorporated to support the effort. Ninety percent of Gallop APAC’s shares were in Ivan’s name and ten percent in Cham’s name. By late 2022 the relationship broke down and STIG publicly announced the termination of the business relationship on 1 December 2022.
The parties entered into an oral agreement in or around July 2022. The Court treated that as a set of related oral agreements between Yang and or GallopAir on one hand and Ivan on the other. It found that Gallop APAC was intended to work with GallopAir and that the arrangement included allowing the new company to use the “Gallop” and “GallopAir” names.
The trust finding rested on both commercial sense and documentary context. The Court found that the defendants’ version, which left Yang funding the vehicle while Ivan was free to run off with the value and even to choose third parties in Brunei, was uncommercial, absurd and illogical. The Court then relied on objective messages and incorporation-filing evidence to conclude that Ivan was to hold the ninety percent on trust for Yang. In October and November 2022 messages, Ivan acknowledged that “the company is his” and stated that “if he wants to take back, he can take back”, which the Court treated as strong admissions inconsistent with beneficial ownership by Ivan. The Court also considered the incorporation episode where Aaron attempted to use Yang’s SingPass to incorporate Gallop APAC because Yang was to be beneficial owner; when that was not possible given the shareholder entry, Aaron used Ivan’s SingPass instead. The Court held that the parties deliberately wished Yang’s beneficial ownership not to be evident on public records and that this explained its absence on the ACRA form.
The oral-agreement breaches then followed the trust finding. Once Ivan held the ninety percent on trust, he owed duties to act in the best interests of Yang and GallopAir in relation to those shares. The Court found that Ivan breached the trust arrangement by refusing to transfer on demand and that his unilateral removal of Cham as director, changing the registered address to his own, issuing the 6 December 2022 internal directive letter, registering the “GALLOPAIR” trade mark, and engineering the retention of laptops all flowed from the breach of the trust arrangement and the failure to act in the beneficiaries’ interests.
Other pleaded items failed on proof. The alleged deletion of manuals required for the Brunei AOC was not made out because the claimants did not prove that such manuals were on the relevant server or deleted therefrom, and the only affidavit that asserted storage and deletion was withdrawn and therefore not admitted into evidence. The alleged removal of monitors and keys to filing cabinets likewise failed on proof, though the retention of laptops was ultimately treated as part of the trust-breach consequences once beneficial ownership was adjudicated.
Conspiracy and passing off were dismissed. The Court did not find that employees had combined unlawfully to injure the claimants. On passing off, GallopAir could not show the requisite goodwill because it had no customers and its alternative case that it had goodwill as an “attractive customer” to vendors was rejected as a conflation of goodwill with reputation. The Court further noted the short time window before Gallop APAC changed its name to KISAir and before an injunction restrained the use of the Gallop marks.
The counterclaim for a liquidated sum under the service agreement was left with no order. The Court recorded that had Ivan ceded control as required by the trust arrangement, the counterclaim would likely never have arisen. Quantum and reliefs on the claimants’ successful heads were deferred for later determination.
1.Trust architecture.
A short, signed deed of trust over shares executed on or before allotment, with an escrowed instrument of transfer and a deed of irrevocable voting undertaking, would have made Ivan’s position indefensible and would have allowed swift rectification without plenary litigation. That deed should have included a covenant not to deny the trust, mandatory transfer triggers for specified events, and a schedule of reserved shareholder matters requiring beneficiary consent. The Court’s acceptance that the parties wished not to reflect beneficial ownership on public documents underscores the need for meticulous private paper that forecloses later denial.
2. Shareholders’ agreements and constitutions.
If a shareholders’ agreement had stated that Gallop APAC was a project company working for GallopAir and that Ivan was a nominee trustee, then any unilateral displacement of directors, domain changes and trademark filings would have been express breaches justifying immediate injunctive relief and compulsory transfer. The constitution should have embedded reserved matters and director-removal thresholds aligned with the trust so that hardwired corporate mechanics matched commercial intent.
3. Services and ownership of work product.
A fully negotiated services agreement would have allocated ownership of manuals and data, required storage in a designated repository, imposed return and deletion protocols on exit, and tied laptop issuance and return to employment status and project phase. Drafting that creates an auditable chain of custody makes proof of deletion or removal simple and avoids evidential failures like the manual-deletion claim.
4. Brand governance and passing off.
A written brand licence from GallopAir to Gallop APAC stating that use of “Gallop” or “GallopAir” was condition-based, terminable for trust breach, and subject to central quality control would have prevented the trademark registration incident and would have simplified interlocutory relief. Passing off remains about goodwill with customers. In an early-stage airline build-out without customers, protection should be sought via contractual brand licences and timely trade mark filings rather than relying on tort theories that require goodwill which the Court found absent.
5. Records and regulatory communications.
The case exposes the danger of running sophisticated cross-border programmes on fragmented chat threads. Minutes and written consents should have followed fast moving chats, and funding drawdown notices, board changes, and regulatory submissions should have been housed in a secure, access-controlled dataroom. That practice would have bolstered the claimants’ proof on manuals and assets, and would have muted disputes on what had been agreed and when.
6. Remedies engineering.
If trustee breach triggers had been drafted to produce automatic transfer, voting suspension, and brand-licence termination, the wrongdoer would face immediate loss of control and marks on breach. That would have acted as a powerful ex-ante deterrent and limited the conflict to a short, targeted enforcement action rather than a multi-issue trial on trusts, conspiracy and passing off.
The bottom line remains that the Court credited contemporaneous messages and commercial sense to find the trust and to identify breaches, but several allegations failed on proof where documents were lacking. That evidential lesson is as important as the contracting lesson. When parties intend nominee shareholding, governance hierarchy, services allocation, data stewardship and brand control, they must capture each element in timely contracts and keep their company records, registers and communications consistent with those contracts. Doing so dramatically reduces factual contention and brings disputes to heel before they become existential.
For completeness, practitioners should note that the litigation featured interim relief that swiftly neutralised public-facing misuse of brand while the merits were contested. The interlocutory injunction of 10 February 2023 restrained use of “Gallop” and “GallopAir”, and the company changed name shortly before that. Proper licensing would have achieved the same outcome without litigation, but where contracting is late or absent, prompt injunctive relief remains vital to protect nascent aviation projects whose goodwill has yet to crystalise into customers.
Conclusion
In sum, SGHC 187 teaches that strong paper beats weak memory. Had the parties executed a trust deed, shareholders’ agreement, services agreement and brand licence at inception, aligned their constitution, kept rigorous records, and engineered automatic remedies, they would have avoided most of the factual and legal complexity that consumed time and capital. Hindsight is 20/20. Forethought preserves control, value and momentum.
Read more on :
News Coverage
https://www.businesstimes.com.sg/international/chinese-backed-airline-gallopair-wins-ownership-fight-aviation-consultancy-over-former-partner
Shareholder Agreements
https://irblaw.com.sg/learning-centre/shareholder-agreements/
