Delta Engineering v Wiseco Trading: Conspiracy & Fraudulent Conveyance in Building Contract Dispute
Delta Engineering & Construction Pte Ltd sued Wiseco Trading Pte Ltd, V S Integrated Pte Ltd, Ong Kuy Hwa, and Ong Her Seng in the High Court of Singapore on March 5, 2002, alleging civil conspiracy and fraudulent conveyance under section 73B(1) of the Conveyancing and Law of Property Act. Delta Engineering claimed that the defendants conspired to defraud them of payments due under a building contract with Wiseco. Alternatively, they sought to invalidate Wiseco's assignment of property to VS Integrated. The court dismissed Delta Engineering's claims, finding no intent to defraud creditors.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Claims dismissed with costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Delta Engineering sued Wiseco Trading for conspiracy and fraudulent conveyance related to a building contract. The court dismissed the claims, finding no intent to defraud creditors.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Delta Engineering & Construction Pte Ltd | Plaintiff | Corporation | Claims Dismissed | Lost | Justin Phua, Dennis Loh |
| Wiseco Trading Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Harbajan Singh |
| V S Integrated Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Harbajan Singh |
| Ong Kuy Hwa | Defendant | Individual | Judgment for Defendant | Won | Harbajan Singh |
| Ong Her Seng | Defendant | Individual | Judgment for Defendant | Won | Harbajan Singh |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Kew Chai | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Justin Phua | Chin Patrick Dennis Loh & Co |
| Dennis Loh | Chin Patrick Dennis Loh & Co |
| Harbajan Singh | Daisy Yeo & Co |
4. Facts
- Delta Engineering contracted with Wiseco to build a warehouse.
- Ong Kuy Kiong and his wife were shareholders and directors of both Wiseco and VS Integrated.
- Wiseco assigned its rights to the property to VS Integrated for $50,000.
- Delta Engineering obtained a judgment against Wiseco for $272,788.29.
- Delta Engineering alleged that the assignment was intended to defraud them as creditors.
- VS Integrated obtained a construction loan of S1.5 million from United Overseas Bank.
- The plaintiffs were evicted from the property.
5. Formal Citations
- Delta Engineering & Construction Pte Ltd v Wiseco Trading Pte Ltd and Others, Suit 334/2001/J, [2002] SGHC 44
6. Timeline
| Date | Event |
|---|---|
| Building agreement signed between Jurong Town Corporation and Wiseco. | |
| Wiseco obtained a construction loan of $3.3 million from Overseas Chinese Banking Corporation Ltd. | |
| Building contract signed between Delta Engineering and Wiseco. | |
| Mr. Ong was adjudged a bankrupt. | |
| Delta Engineering had not commenced the construction works. | |
| Architects certified that $264,843.00 was due and payable to the plaintiffs, together with the GST amounting to $7,945.29. | |
| Delta Engineering ceased all further work under the building contract. | |
| Mr Ong and his wife Madam Ng transferred all their shares in VS Integrated to the 3rd and 4th defendants. | |
| Delta Engineering sued Wiseco and obtained judgment in the sum of $272,788.29 and costs of $1,200. | |
| Wiseco agreed to sell and VS Integrated to purchase Wiseco’s right, title and interest over the property under the JTC building agreement for the price of $50,000.00. | |
| Statutory demand was served on Wiseco. | |
| Wiseco assigned all their rights, title and interest in and under their building agreement with JTC to VS Integrated. | |
| The 4th defendant transferred shares to another brother of Mr Ong, Mr Ong Kway Kiau. | |
| VS Integrated obtained a construction loan of S1.5 million from United Overseas Bank against a legal mortgage of their rights, title and interests over the property. | |
| Decision Date |
7. Legal Issues
- Civil Conspiracy
- Outcome: The court found no evidence of a conspiracy with the predominant purpose to injure the plaintiffs.
- Category: Substantive
- Related Cases:
- [2000] 1 SLR 385
- Fraudulent Conveyance
- Outcome: The court found no intention to defraud creditors in the assignment of property from Wiseco to VS Integrated.
- Category: Substantive
- Related Cases:
- [1997] 1 SLR 390
8. Remedies Sought
- Damages
- Invalidation of Assignment
- Rectification of Register of Title
- Re-assignment of Property
9. Cause of Actions
- Civil Conspiracy
- Fraudulent Conveyance
10. Practice Areas
- Commercial Litigation
- Construction Law
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Chew Kong Huat v Recwill (Singapore) Pte Limited | Court of Appeal | Yes | [2000] 1 SLR 385 | Singapore | Cited for the definition of conspiracy by unlawful means, specifically the requirement of intent to injure the plaintiff. |
| Quah Kay Tee v Ong & Co Pte Ltd | Court of Appeal | Yes | [1997] 1 SLR 390 | Singapore | Cited regarding the presumption of fraudulent intent in voluntary share transfers under section 73B(1) of the CLPA, but distinguished on the facts. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Conveyancing and Law of Property Act, Cap 61 | Singapore |
| Companies Act, Cap 50 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Civil Conspiracy
- Fraudulent Conveyance
- Building Contract
- Assignment
- Creditors
- Building Agreement
- Licensee
- Judgment Creditor
15.2 Keywords
- conspiracy
- fraudulent conveyance
- building contract
- assignment
- creditors
- singapore
- high court
16. Subjects
- Construction Dispute
- Contract Law
- Civil Procedure
- Conveyancing Law
17. Areas of Law
- Civil Conspiracy
- Fraudulent Conveyance
- Contract Law
- Building and Construction Law