Citibank NA v Lim Soo Peng: Summary Judgment, Economic Duress & Undue Influence

In Citibank NA v Lim Soo Peng and Ee Tai Ting, the High Court of Singapore addressed an appeal by Ee Tai Ting against an order for conditional leave to defend a summary judgment application by Citibank NA for $12,643,654.22. The case concerned credit facilities extended to Fook Huat Tong Kee Pte Ltd and Fook Yong Pte Ltd, secured by personal guarantees from the defendants. Ee Tai Ting claimed economic duress and undue influence in signing a deed of undertaking. The court dismissed the appeal for unconditional leave, affirmed conditional leave, but reduced the security amount. The court found the defenses to be unsubstantiated.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal dismissed vis-à-vis the prayer for unconditional leave to defend the plaintiff’s claim, affirmed the decision of the assistant registrar on conditional leave to defend, but varied her order on security.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Citibank's summary judgment application against Ee Tai Ting was affirmed with varied security. The court addressed economic duress and undue influence claims.

1.7 Decision Date

29 November 2004

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Citibank NA	Plaintiff	Corporation	Appeal dismissed vis-à-vis the prayer for unconditional leave to defend the plaintiff’s claim, affirmed the decision of the assistant registrar on conditional leave to defend, but varied her order on security.	Partial	Hri Kumar, Shivani Retnam
Lim Soo Peng	Defendant	Individual	Summary judgment obtained	Lost
Ee Tai Ting	Defendant, Appellant	Individual	Appeal dismissed	Partial	Harry Elias, Josephine Choo

3. Judges

Judge Name	Title	Delivered Judgment
Lai Siu Chiu	Judge	Yes

4. Counsels

Counsel Name	Organization
Hri Kumar	Drew and Napier LLC
Shivani Retnam	Drew and Napier LLC
Harry Elias	Harry Elias Partnership
Josephine Choo	Harry Elias Partnership

4. Facts

Citibank extended credit facilities to FHTK and FY between 1990 and 1995.
The facilities were secured by personal guarantees from the second defendant.
FHTK and FY incurred substantial debts with Citibank and other banks.
A standstill agreement was entered into to facilitate debt restructuring.
The defendants entered into a deed of undertaking with Citibank.
Citibank sold shares and sought payment based on the deed of undertaking.
The second defendant claimed economic duress and undue influence.

5. Formal Citations

Citibank NA v Lim Soo Peng and Another, Suit 1261/2003, RA 151/2004, [2004] SGHC 266

6. Timeline

Date	Event
1977-01-01	FHTK Holdings Ltd listed on the Stock Exchange of Singapore
1990-01-01	Citibank NA extended credit facilities to Fook Huat Tong Kee Pte Ltd and Fook Yong Pte Ltd between 1990 and 1995
1991-01-01	FHTK and FY incurred substantial debts with the plaintiff and various other Singapore banks
1999-06-24	Holding company entered into a standstill agreement with creditor banks
2000-03-19	Standstill Agreement extended implicitly until 19 March 2000
2000-06-15	Citibank demanded payment of sums due under personal guarantees
2000-07-22	Defendants offered to undertake to pay the plaintiff the difference between the guaranteed and sale prices of the Shares
2000-10-02	Defendants entered into a deed of irrevocable undertaking with the plaintiff
2000-10-20	Moneys owed to the plaintiff stood at $47,716,216.59
2000-10-23	Holding company entered into a restructuring agreement with the creditor banks
2001-07-31	Restructuring Agreement amended and supplemented by two agreements
2001-07-31	Supplemental deed signed
2001-08-30	Share escrow agency agreement executed
2001-09-28	Shares issued to the creditor banks
2003-05-28	Plaintiff sold Shares
2003-09-18	Plaintiff sold Shares
2003-12-30	Plaintiff commenced action against defendants
2004-01-30	Second defendant filed his defence to the action
2004-04-02	Plaintiff obtained summary judgment against the first defendant
2004-04-24	Second defendant filed show cause affidavit
2004-05-05	First defendant withdrew his appeal
2004-05-25	O 14 application came up for hearing before an assistant registrar
2004-11-30	Judgment delivered

7. Legal Issues

Summary Judgment
- Outcome: Conditional leave to defend was granted with a reduced security amount.
- Category: Procedural
- Sub-Issues:
  - Triable issues
  - Other reason for trial
  - Amount of security to be furnished by defendant
Economic Duress
- Outcome: The court found that economic duress was not established.
- Category: Substantive
Undue Influence
- Outcome: The court found that undue influence was not presumed and actual undue influence was not established.
- Category: Substantive

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Finance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Barclays Bank Plc v O’Brien	House of Lords	Yes	[1994] 1 AC 180	United Kingdom	Cited for the two classes of undue influence.
Bank of Credit and Commerce International SA v Aboody	Court of Appeal	Yes	[1990] 1 QB 923	United Kingdom	Cited for the classification of undue influence.
Barclays Bank plc v Schwartz	English Court of Appeal	Yes	[1995] TLR 452	United Kingdom	Cited regarding illiteracy and unfamiliarity with the English language.
Third World Development Ltd v Atang Latief	Court of Appeal	Yes	[1990] SLR 20	Singapore	Cited for the proposition of law on economic duress.
Pao On v Lau Yiu Long	Privy Council	Yes	[1980] AC 614	United Kingdom	Cited for the proposition of law on economic duress.
Bank of Baroda v Shah	Unknown	Yes	[1988] 3 All ER 24	United Kingdom	Cited regarding the duty of a bank to ensure independent legal advice.
Miles v Bull	Unknown	Yes	[1969] 1 QB 258	United Kingdom	Cited for the principle that there ought for some other reason to be a trial.
M V Yorke Motors v Edwards	House of Lords	Yes	[1982] 1 All ER 1024	United Kingdom	Cited regarding the conditions for granting leave to defend an application for summary judgment.

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

Summary judgment
Economic duress
Undue influence
Personal guarantees
Deed of undertaking
Restructuring agreement
Standstill agreement
Shares
Creditor banks
FHTK debts

15.2 Keywords

Summary judgment
Economic duress
Undue influence
Contract law
Singapore
Citibank

16. Subjects

Contract Law
Civil Procedure
Banking
Economic Duress
Undue Influence

17. Areas of Law

Civil Procedure
Contract Law
Banking Law