Tiang Ming Sing v Datuk Ambrose Joseph Lee: Stock Trading, Moneylending, and Fiduciary Duty
In Tiang Ming Sing v Datuk Ambrose Joseph Lee, the High Court of Singapore heard a case involving claims by Tiang Ming Sing against Datuk Ambrose Joseph Lee, Kay Hian Private Limited, and Wong Teck Kui for losses incurred in stock trading. Tiang claimed that Lee failed to honor agreements to repurchase shares, and that Wong and Kay Hian breached their fiduciary duties. The court dismissed Tiang's claims against all three defendants, finding that the agreements were moneylending transactions in disguise and that Tiang was not a novice investor.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim dismissed against all three defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Tiang Ming Sing sued Datuk Ambrose Joseph Lee and Kay Hian Private Limited over stock trading losses. The court dismissed Tiang's claims.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tiang Ming Sing | Plaintiff | Individual | Claim Dismissed | Lost | Davinder Singh SC, Hri Kumar, Blossom Hing |
| Datuk Ambrose Joseph Lee | Defendant | Individual | Claim Dismissed | Won | Philip Jeyaretnam, Paul Wong |
| Kay Hian Private Limited | Defendant | Corporation | Claim Dismissed, Judgment on Counterclaim | Won, Won | Alvin Yeo SC, Sim Bock Eng, Tan E-Fang |
| Wong Teck Kui | Defendant | Individual | Claim Dismissed | Won | Alvin Yeo SC, Sim Bock Eng, Tan E-Fang |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Davinder Singh SC | Drew & Napier |
| Hri Kumar | Drew & Napier |
| Blossom Hing | Drew & Napier |
| Philip Jeyaretnam | Helen Yeo & Partners |
| Paul Wong | Helen Yeo & Partners |
| Alvin Yeo SC | Wong Partnership |
| Sim Bock Eng | Wong Partnership |
| Tan E-Fang | Wong Partnership |
4. Facts
- Tiang Ming Sing, a wealthy businessman, opened a trading account with Kay Hian Private Limited.
- Datuk Joseph Lee offered Tiang Ming Sing a parcel of North Borneo Timber shares with a buy-back agreement.
- Wong Teck Kui, a remisier with Kay Hian, introduced Tiang Ming Sing to banking facilities.
- Tiang Ming Sing claimed Wong Teck Kui made representations that induced him to enter into the agreements.
- The price of North Borneo Timber shares fell drastically, leading to losses for Tiang Ming Sing.
- Tiang Ming Sing alleged that Lee failed to repurchase the shares as agreed.
- The court found that the agreements were moneylending transactions in disguise.
5. Formal Citations
- Tiang Ming Sing v Datuk Ambrose Joseph Lee and Others, Suit 2379/1998, [2000] SGHC 95
6. Timeline
| Date | Event |
|---|---|
| Tiang Ming Sing established a residence in Singapore. | |
| Wong Teck Kui was introduced to Joseph Lee. | |
| Joseph Lee opened a trading account with Kay Hian. | |
| Tiang Ming Sing opened a trading account with Kay Hian. | |
| Tiang Ming Sing, Joseph Lee, and Wong Teck Kui met to discuss a share transaction. | |
| Lee faxed the Put and Call Option to Wong and Tiang. | |
| Kay Hian purchased 1 million NBT shares on Tiang's behalf from Kim Eng Securities Pte Ltd. | |
| Wong telephoned Tiang on behalf of Lee regarding a second share transaction. | |
| Trading of NBT shares was suspended. | |
| Wong was away in Europe. | |
| Loan deed made between the plaintiff and one Loh Tung Sing. | |
| Trading in NBT shares resumed. | |
| Tiang Ming Sing faxed the Option back to Wong. | |
| Wong faxed Lee requesting him to remit RM1.2m to Kay Hian's Kuala Lumpur account. | |
| Tiang Ming Sing and Wee met Wong at the Shangri-La Hotel lounge. | |
| Lee sent a letter to Kay Hian undertaking to advance payment for Tiang's contra losses. | |
| Tiang Ming Sing and Francis Wee visited Lee in Kota Kinabalu. | |
| UOB demanded S$3.5m from Tiang Ming Sing. | |
| Wong faxed Lee requesting him to transfer 500,000 Sugar Bun shares to Tiang's Commerzbank account. | |
| Lee 'blew his top' on 15 January 1998 as evidenced in Wong's fax to him the following day. | |
| Wong received a fax from Lee stating Lee would transfer RM2m worth of Sugar Bun shares to Tiang's Kay Hian account. | |
| Tiang Ming Sing lodged a police report in Kuching. | |
| Bernard Doray of M/s Bernard Rada & Lee wrote a letter to Wee's firm (Si & Wee). | |
| BRL wrote again to Si & Wee to say: We refer to our letter of 11.2.1998. We have been advised by our client to withdraw paragraph 4 of our said letter. | |
| UOB sent a solicitors' letter of demand to Tiang Ming Sing and his wife. | |
| Wong sent a fax to Lee requesting payment. | |
| Lee gave a statement to the police. | |
| Tiang Ming Sing and Francis Wee visited Wong's office. | |
| UOB discontinued its action against Tiang Ming Sing and his wife. | |
| Tiang Ming Sing's solicitors sent letters of demand to all three defendants. | |
| Tiang Ming Sing commenced proceedings. | |
| Judgment was delivered. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the agreements were moneylending transactions in disguise and were rescinded by a subsequent agreement, thus no breach of contract occurred.
- Category: Substantive
- Fiduciary Duty
- Outcome: The court found that Wong Teck Kui did not owe a fiduciary duty to Tiang Ming Sing.
- Category: Substantive
- Agency
- Outcome: The court found that Wong Teck Kui was not an agent of Datuk Ambrose Joseph Lee.
- Category: Substantive
- Moneylending
- Outcome: The court found that the agreements were moneylending transactions in disguise, with Tiang Ming Sing acting as an unlicensed moneylender.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Negligence
10. Practice Areas
- Commercial Litigation
- Securities Litigation
- Banking Litigation
11. Industries
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Bhagwandas v Brooks Exim Pte Ltd | High Court | Yes | [1994] 2 SLR 431 | Singapore | Cited to discuss the interpretation of Section 5(1) of the Moneylenders Act regarding moneylenders residing outside Singapore. |
| Lorrain Esme Osman v Elders Finance Asia Ltd | Court of Appeal | Yes | [1992] 1 SLR 369 | Singapore | Cited for its narrow interpretation of Section 5(1) of the Moneylenders Act, which the current judgment notes was modified in a later case. |
| Brooks Exim Pte Ltd v Bhagwandas | Court of Appeal | Yes | [1995] 2 SLR 13 | Singapore | Cited as the latest position on the law regarding the applicability of Section 5(1) of the Moneylenders Act, clarifying the interpretation from Lorrain Esme Osman's case. |
| Vernes Asia Ltd v Trendale Investment Pte Ltd | N/A | Yes | [1988] 1MLJ 357 | N/A | Cited for holding that Section 5(1) of the Moneylenders Act applies only if the plaintiff making the loan is a resident of Singapore. |
| PP v Ong Khoon Seng | N/A | Yes | (1982) 1 MLJ 351 | N/A | Cited to identify Sunny Ong, who accompanied the plaintiff to a meeting with Lee, as the accused in a customs duty evasion case. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Moneylenders Act Cap 188 | Singapore |
| Moneylenders Act Cap 188 s 5 | Singapore |
| Moneylenders Act Cap 188 s 3 | Singapore |
| Moneylenders Act Cap 188 ss 2 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Put and Call Option
- North Borneo Timber
- Remisier
- Moneylending
- Share Trading Account
- Buy-Back Agreement
- Contra Losses
- Performance Bond
- Off-Market Transaction
15.2 Keywords
- Stock Trading
- Moneylending
- Fiduciary Duty
- Securities Law
- Contract Law
16. Subjects
- Securities
- Contracts
- Finance
- Moneylending
17. Areas of Law
- Securities Law
- Contract Law
- Moneylending
- Agency Law
- Fiduciary Duty