Gispen v Ling: Piercing the Corporate Veil & Misrepresentation in Timber Concession Sale
Gerhard Hendrik Gispen and others, receivers of UDG, sued Alex Ling Lee Soon and Philip Ling in the High Court of Singapore, alleging that the Lings were personally liable for Concorde Investments Limited's failure to pay for a timber concession in Guyana. The plaintiffs claimed agency, misrepresentation, breach of a collateral contract, and sought to pierce the corporate veil. Lee Seiu Kin JC dismissed all claims, finding no agency, no misrepresentation, no breach of contract, and no basis to pierce the corporate veil.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claims are dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Dutch receivers sued the Lings, alleging misrepresentation and seeking to pierce the corporate veil after Concorde defaulted on a timber concession purchase. Claim dismissed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| UDG | Plaintiff | Individual | Claim Dismissed | Lost | |
| Gerhard Hendrik Gispen | Plaintiff | Individual | Claim Dismissed | Lost | |
| Hendrik Van Rootselaar | Plaintiff | Individual | Claim Dismissed | Lost | |
| Stichting Demerara Trust | Plaintiff | Trust | Claim Dismissed | Lost | |
| Ling Lee Soon Alex | Defendant | Individual | Judgment for Defendant | Won | |
| Ling Lee Soon Philip | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- The third Plaintiff, UDG, was placed in liquidation in May 1993.
- The Receivers were attempting to sell DTL to third parties.
- On 24 June 1993, a Share Purchase Agreement was executed by the Receivers and Concorde.
- Concorde failed to make the first instalment payment of US$10 million by 24 December 1993.
- The Receivers rescinded the Agreement on 18 February 1994.
- The arbitrators ordered Concorde to pay US$25.9 million in damages to the Plaintiffs.
- Concorde was put into liquidation after failing to pay the award.
5. Formal Citations
- Gerhard Hendrik Gispen & ors v Ling Lee Soon Alex & anor, Suit No 755 of 1999, [2001] SGHC 350
6. Timeline
| Date | Event |
|---|---|
| UDG placed in liquidation. | |
| Share Purchase Agreement executed by the Receivers and Concorde. | |
| DTL's payment obligation to the Guyanese government was due. | |
| First instalment of US$10 million was due. | |
| Gispen wrote to Concorde to rescind the Agreement. | |
| Plaintiffs issued a request to the Netherlands Arbitration Institute for arbitration. | |
| Gispen sold DTL to a company related to Primegroup. | |
| Arbitrators published their final award. | |
| Plaintiffs took out the writ in this action. | |
| Decision Date |
7. Legal Issues
- Piercing the Corporate Veil
- Outcome: The court declined to pierce the corporate veil, finding no fraud or impropriety.
- Category: Substantive
- Related Cases:
- [1896] AC 22
- [1960] 3 All ER
- [1990] 1 Ch 433
- [1993] 3 SLR 521
- [2000] 2 SLR 98
- Misrepresentation
- Outcome: The court found that the representations made by the defendants were not false.
- Category: Substantive
- Agency
- Outcome: The court found that Concorde was not acting as an agent of the defendants.
- Category: Substantive
- Breach of Contract
- Outcome: The court found that there was no breach of a collateral contract.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Misrepresentation
- Breach of Warranty
10. Practice Areas
- Commercial Litigation
- Corporate Litigation
- Arbitration
11. Industries
- Timber
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Salomon v A. Salomon & Co Ltd | House of Lords | Yes | [1896] AC 22 | England and Wales | Established the doctrine that a duly incorporated company possesses a legal personality separate from that of its incorporators. |
| Lee v Lees Air Farming | Privy Council | Yes | [1960] 3 All ER | New Zealand | Affirmed the doctrine of separate legal personality established in Salomon's case and said that one person may function in dual capacities. |
| Littlewoods Mail Order Stores Ltd v Commissioners of Inland Revenue | English Court of Appeal | No | [1961] 1 WLR 1241 | England and Wales | Discussed the doctrine laid down in Salomon v A. Salomon & Co Ltd. |
| Re Securitibank Ltd (No 2) | Unknown | No | [1978] 2 NZLR 136 | New Zealand | Discussed the doctrine laid down in Salomon v A. Salomon & Co Ltd. |
| Wallersteiner v Moir | Unknown | No | [1974] 1 WLR 991 | England and Wales | Discussed lifting the corporate veil. |
| Amalgamated Investment and Property Co Ltd v Texas Commerce International Bank Ltd | Unknown | No | [1982] QB 84 | England and Wales | Discussed lifting the corporate veil. |
| Re a Company | English Court of Appeal | No | [1985] BCLC 333 | England and Wales | Discussed piercing the corporate veil. |
| Adams v Cape Industries plc | English Court of Appeal | Yes | [1990] 1 Ch 433 | England and Wales | Affirmed the Salomon doctrine and discussed the circumstances in which the corporate veil may be lifted. |
| DHN Food Distributors Ltd v Tower Hamlets LBC | Unknown | No | [1976] 3 All ER 462 | England and Wales | Discussed the concept of a single economic unit. |
| Woolfson v Strathclyde Regional Council | Unknown | Yes | [1978] SLT 159 | Scotland | Discussed the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts. |
| Ord v Belhaven Pubs Ltd | English Court of Appeal | Yes | [1998] 2BCLC 447 | England and Wales | Affirmed Adams v Cape Industries and discussed the need for impropriety before the corporate veil can be lifted. |
| Far East Oil Tanker SA v Owners of the Ship or Vessel Andres Bonifacio (The Andres Bonifacio) | Court of Appeal | Yes | [1993] 3 SLR 521 | Singapore | Applied Adams v Cape Industries and stated that there must be special circumstances to exist before lifting the corporate veil. |
| ST Shipping and Transport Inc v Owners of The Skaw Prince | High Court | Yes | [1994] 3 SLR 379 | Singapore | Followed Far East Oil Tanker SA v Owners of the Ship or Vessel Andres Bonifacio. |
| Yukong Line Ltd v Rendsburg Investments Corporation ("The Rialto")(No 2) | Unknown | No | [1998] 1 Lloyds Rep 322 | England and Wales | Recognized the change wrought by Adams v Cape Industries. |
| Win Line (UK) Ltd v Masterpart (S) Pte Ltd & Anor | High Court | No | [2000] 2 SLR 98 | Singapore | Discussed the circumstances in which the corporate veil may be lifted. |
| Sri Jaya (Sdn) Bhd v RHB Bank Bhd | High Court | No | [2001] 1 SLR 486 | Singapore | Discussed the circumstances in which the corporate veil may be lifted. |
| Trustor AB v Smallbone & Ors | Unknown | No | [2001] 1 WLR 1177 | England and Wales | Discussed the circumstances in which the corporate veil may be lifted. |
| Smith, Stone & Knight v Birmingham Corporation | Unknown | No | (1939) 4 KB 116 | England and Wales | Discussed whether a subsidiary was carrying on business on its own account. |
| Gramaphone & Typewriter Ltd v Stanley | Unknown | No | [1908] 2 KB 89 | England and Wales | Discussed whether a subsidiary was carrying on business on its own account. |
| Inland Revenue Commissioners v Sansom | Unknown | No | [1921] 2 KB 492 | England and Wales | Discussed whether a subsidiary was carrying on business on its own account. |
| Spreag and anor v Paeson Pty Ltd & Ors | Federal Court of Australia | No | [1990] 94 ALR 679 | Australia | Discussed whether a subsidiary was carrying on business on its own account. |
| Hotel Terrigal Pty Ltd v Latec Investments Ltd (No. 2) | Supreme Court of New South Wales | No | [1969] 1 NSWR 676 | Australia | Discussed whether a subsidiary was carrying on business on its own account. |
| Miller Freeman Exhibitions Pte Ltd v Singapore Industrial Automation Association & Anor | Court of Appeal | No | [2000] 4 SLR 137 | Singapore | Discussed whether a subsidiary was carrying on business on its own account. |
| Gilford Motor Co Ltd v Horne | Unknown | No | [1933] 1 Ch 935 | England and Wales | Discussed the circumstances in which the corporate veil may be lifted. |
| Jones v Lipman | Unknown | No | [1962] 1 WLR 832 | England and Wales | Discussed the circumstances in which the corporate veil may be lifted. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Timber Concession
- Share Purchase Agreement
- Corporate Veil
- Misrepresentation
- Receivers
- Liquidation
- Peeler Logs
- Saw Logs
- Sustainable Logging
- Tripartite Arrangement
15.2 Keywords
- corporate veil
- misrepresentation
- timber concession
- contract
- agency
- Singapore
- UDG
- Ling
- Concorde
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 75 |
| Misrepresentation | 60 |
| Corporate Veil | 55 |
| Company Law | 50 |
| Agency Law | 45 |
| Arbitration | 40 |
| Commercial Disputes | 30 |
16. Subjects
- Corporate Law
- Contract Law
- Agency Law
- Arbitration
- Timber Industry