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Alan, Bobby and Calvin, who are siblings, founded ABC Dairy Pte Ltd (ABC Dairy) in 2008 as a family business. They are all directors and
Alan, Bobby and Calvin, who are siblings, founded ABC Dairy Pte Ltd ("ABC Dairy") in 2008 as a family business. They are all directors and own 50%, 30% and 20% of the company's shares respectively. ABC Dairy pecialises in the manufacturing and distribution of dairy products in Singapore, with some overseas distribution to countries in South-East Asia. Since incorporation, the three siblings had operated the business on a relationship of mutual trust and confidence, and had worked well with one another in bringing ABC Dairy to a success. Calvin, being the youngest in the family, had a tendency to spend extravagantly in life. In recent years, when Calvin attended overseas business meetings (such as meetings with potential distributors), he would take the opportunity to also do some sightseeing and fine-dining at the places he visited. When Calvin returned to Singapore from his trips, he would submit the total expenses for the trips for company reimbursement. Recently, Alan and Bobby noticed that the amounts submitted for reimbursement of the expenses incurred in Calvin's overseas business trips were getting more exorbitant, and they demanded Calvin for an explanation. Calvin explained that during some of the trips, he had travelled with his girlfriend and since it was time-consuming to separate out the expenses reflect in the invoices, he had submitted the entire expenses (including the portion for his personal expenses) to ABC Dairy for reimbursement. After his explanation, Calvin then offered to return $50,000 back to the company, which he felt was a reasonable sum that reflected the portion of his personal expenses. Angered by Calvin's behaviour, Alan and Bobby refused Calvin's offer to return the monies and hired an accounting firm to review Calvin's expense claims. Alan and Bobby also engaged lawyers to send letters of demands to Calvin for the return of the monies totalling about $55,000 (which was the amount of Calvin's personal expenses determined by the accounting firm). In engaging the accounting firm and lawyers in pursuing the matter, Alan and Bobby incurred a high amount of professional fees, which was paid out of the company's funds. Driven by personal anger, Alan and Bobby also threatened to take legal action against Calvin. As a result of the matter, the three siblings' relationship became very strained. Despite Calvin's explanation and attempt to return the monies back to the company, Alan and Bobby felt they were unable to trust Calvin anymore and could no longer work with him in the business. In a shareholder meeting, Alan and Bobby passed a resolution to remove Calvin from the board. Calvin is very unhappy about his removal from the board as well as the relentless persecution by his brothers for the claiming of his travel expense claims. Calvin is considering bringing a minority oppression claim in court. Discuss whether Calvin can successfully establish a minority oppression claim
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