Asian Corporate Services v Eastwest Management: Anton Piller Order & Conspiracy

Asian Corporate Services (SEA) Pte Ltd ("the appellant") appealed against the decision to discharge an Anton Piller order obtained against Eastwest Management Ltd (Singapore Branch) ("the respondent"). The Court of Appeal allowed the appeal, finding a strong prima facie case of conspiracy to injure by unlawful means. The appellant had sued the respondent and others for allegedly conspiring with its former managing director, Duncan Samuel Rothwell Merrin, to divert business. The court held that Merrin's actions, as a director of the respondent, were attributable to the respondent, and there was a real risk that the respondent would destroy relevant evidence.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal over Anton Piller order discharge in conspiracy case. Court found strong prima facie case against Eastwest Management.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Asian Corporate Services (SEA) Pte LtdAppellantCorporationAppeal AllowedWonAndy Leck, Dinesh Dhillon, Rachel Chong
Eastwest Management Ltd (Singapore Branch)RespondentCorporationAppeal DismissedLostJimmy Yim, Kelvin Tan

3. Judges

Judge NameTitleDelivered Judgment
Andrew AngJudgeNo
Chao Hick TinJustice of the Court of AppealYes

4. Counsels

Counsel NameOrganization
Andy LeckWong & Leow LLC
Dinesh DhillonWong & Leow LLC
Rachel ChongWong & Leow LLC
Jimmy YimDrew & Napier LLC
Kelvin TanDrew & Napier LLC

4. Facts

  1. The appellant sued the respondent and others for conspiracy to injure by unlawful means.
  2. Merrin, the former managing director of the appellant, was also a director of the respondent.
  3. Merrin and his wife did not inform the appellant of their involvement with the respondent.
  4. Companies previously serviced by the appellant moved their patronage to the respondent and other defendants.
  5. Merrin destroyed company data in the laptop computer provided to him by the appellant.
  6. The appellant's client lists and client account payment vouchers were found in the respondent's possession.

5. Formal Citations

  1. Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch), CA 27/2005, [2006] SGCA 1

6. Timeline

DateEvent
Norhayati Bte Malek employed by the appellant as a marketing co-ordinator
Merrin owned all the issued shares of the appellant except for one
Merrin sold all his shares in the appellant to European Trust Company Ltd
Mark Justin Baile employed by the appellant on a part-time basis
Mark Justin Baile's employment with the appellant ended
Merrin’s wife requested instructions in relation to the deletion of materials from the appellant’s computer system
Merrin and his wife appointed as directors of the respondent
Merrin informed the appellant that he would like to quit his employment
The respondent registered locally as a general commercial company
Merrin asked his wife not to invoice the first defendant for her handling of the application by Kennedy for an employment pass
Chairman of ETC enquired of Merrin if he was leaving to join a competitor
Merrin requested Sanford to send all e-mails to Merrin’s e-mail address with the respondent
Norhayati Bte Malek's employment with the appellant ended
The appellant found Tan Hang Song to replace Merrin as its managing director
Bliss became a director of the respondent
The appellant’s former accountant, Quek, gave one month’s notice to quit the appellant’s employment
Quek's last day of service with the appellant
Quek started work with the respondent
Kennedy expressed regret that Merrin was leaving the appellant
Tan instructed computer experts to copy a minor image of the hard disk and conduct a forensic analysis of the contents of the laptop computer
Merrin had everything in his computer erased
Merrin ceased to be the managing director of the appellant
TecBiz carried out two rounds of investigations between June and September 2004
The AP Order was executed
Merrin’s affidavit
Suit No 834 of 2004
Judgment reserved

7. Legal Issues

  1. Whether the tests for grant of Anton Piller order satisfied
    • Outcome: The court found that the tests for granting an Anton Piller order were satisfied.
    • Category: Procedural
    • Related Cases:
      • [1976] Ch 55
  2. Whether failure to disclose corporate flowchart amounting to material non-disclosure in ex parte application for Anton Piller order
    • Outcome: The court held that the failure to disclose the corporate flowchart was not a material non-disclosure that warranted discharging the Anton Piller order.
    • Category: Procedural
    • Related Cases:
      • [1917] 1 KB 486
      • [2000] 2 SLR 750
      • [1986] 2 Lloyd’s Rep 428
      • [1988] 1 WLR 1350
  3. Conspiracy to injure by unlawful means
    • Outcome: The court found a strong prima facie case of conspiracy to injure by unlawful means.
    • Category: Substantive
    • Related Cases:
      • [1997] 1 SLR 390
      • [1992] 1 AC 448
  4. Breach of fiduciary duties
    • Outcome: The court found that Merrin breached his fiduciary duties to the appellant.
    • Category: Substantive

8. Remedies Sought

  1. Inquiry as to damages
  2. Anton Piller order

9. Cause of Actions

  • Conspiracy to injure by unlawful means
  • Breach of fiduciary duty

10. Practice Areas

  • Commercial Litigation
  • Injunctions

11. Industries

  • Business Management
  • Consultancy

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Hadmor Productions Ltd v HamiltonHouse of LordsYes[1983] AC 191England and WalesCited for the principle that an appellate court must defer to the judge’s exercise of discretion in granting or refusing an interlocutory injunction.
Chiarapurk Jack v Haw Par Brothers International LtdCourt of AppealYes[1993] 3 SLR 285SingaporeCited for adopting the principle in Hadmor Productions Ltd v Hamilton regarding the appellate court's role in reviewing a judge's discretion on interlocutory injunctions.
Anton Piller KG v Manufacturing Processes LtdCourt of AppealYes[1976] Ch 55England and WalesCited for establishing the four tests that must be satisfied for the issue of an Anton Piller order.
H L Bolton (Engineering) Co Ltd v TJ Graham & Sons LtdQueen's BenchYes[1957] 1 QB 159England and WalesCited for the principle that the board of directors is the controlling mind and will of a company.
Quah Kay Tee v Ong & Co Pte LtdHigh CourtYes[1997] 1 SLR 390SingaporeCited for the definition of conspiracy by unlawful means.
Lonrho Plc v FayedHouse of LordsYes[1992] 1 AC 448England and WalesCited for the principle that even if the primary purpose of conspirators was to further their own legitimate interests, it sufficed to make their conduct tortious that they used unlawful means.
R v SiracusaCourt of AppealYes(1990) 90 Cr App R 340England and WalesCited for the principle that the existence of a conspiracy can only be inferred from overt acts.
Lock International Plc v BeswickHigh CourtNo[1989] 1 WLR 1268England and WalesCited and distinguished regarding the propensity of a party to destroy evidence.
Dunlop Holdings Ltd and Dunlop Ltd v Staravia LtdCourt of AppealYes[1982] Com LR 3England and WalesCited for the principle of inferring the probability of destruction of evidence where the defendant is engaged in a nefarious activity.
CHS CPO GmbH v Vikas GoelHigh CourtYes[2005] 3 SLR 202SingaporeCited for the observation that litigation, not the Anton Piller order, would undermine a public listing.
The King v The General Commissioners for the Purposes of the Income Tax Acts for the District of Kensington, ex parte Princess Edmond de PolignacKing's Bench DivisionYes[1917] 1 KB 486England and WalesCited for the principle that on an ex parte application, the applicant must disclose all material matters within his knowledge.
Tay Long Kee Impex Pte Ltd v Tan Beng HuwahHigh CourtYes[2000] 2 SLR 750SingaporeCited for the principle that on an ex parte application, the applicant must disclose all material matters within his knowledge.
Siporex Trade SA v Comdel Commodities LtdHigh CourtYes[1986] 2 Lloyd’s Rep 428England and WalesCited for the scope of the duty to make full disclosure on an ex parte application.
Brink’s Mat Ltd v ElcombeCourt of AppealYes[1988] 1 WLR 1350England and WalesCited for the principle that a locus poenitentiae may be afforded even if there is material non-disclosure.
Nikkomann Co Pte Ltd v Yulean Trading Pte LtdHigh CourtYes[1992] 2 SLR 980SingaporeCited for the principle that the court is justified in drawing inferences from the demonstrated propensity of a party to destroy evidence.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Anton Piller order
  • Conspiracy
  • Fiduciary duty
  • Material non-disclosure
  • Ex parte application
  • Managing director
  • Board of directors

15.2 Keywords

  • Anton Piller order
  • conspiracy
  • fiduciary duty
  • Singapore
  • civil procedure

16. Subjects

  • Civil Procedure
  • Torts
  • Company Law

17. Areas of Law

  • Civil Procedure
  • Conspiracy Law
  • Anton Piller Orders
  • Disclosure of Documents
  • Company Law
  • Tort Law