OCBC v Ang Thian Soo: Guarantee, Summary Judgment & Director's Liability
Oversea-Chinese Banking Corp Ltd (OCBC) sued Ang Thian Soo in the High Court of Singapore on 15 August 2006, based on a contract of guarantee. OCBC, as successor-in-title to Bank of Singapore Limited (BOS), sought to recover $34,668,133.72 (later adjudged to be $29,906,748.68) from Ang, who was a director of Infocommcentre Pte Ltd. OCBC had previously obtained summary judgment against Infocommcentre Pte Ltd. The court ordered the defendant to provide security for $9 million as part of the sum claimed, as well as $500,000 as security for costs on an indemnity basis.
1. Case Overview
1.1 Court
High Court1.2 Outcome
The defendant was ordered to provide security for $9 million as part of the sum claimed, as well as $500,000 as security for costs on an indemnity basis.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
OCBC sues Ang Thian Soo on a guarantee. The court considers whether Ang, as director, has a separate defense from the company already subject to summary judgment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Oversea-Chinese Banking Corp Ltd | Plaintiff | Corporation | Security Ordered | Partial | Hri Kumar, Wilson Wong |
| Ang Thian Soo | Defendant | Individual | Security to be Provided | Lost | Oommen Mathew |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Hri Kumar | Drew & Napier LLC |
| Wilson Wong | Drew & Napier LLC |
| Oommen Mathew | Haq & Selvam |
4. Facts
- The plaintiff claimed $34,668,133.72 against the defendant on a contract of guarantee.
- The guarantee was executed to secure a loan by BOS to Infocommcentre Pte Ltd.
- The defendant was the director of the company and was managing its affairs.
- The plaintiff commenced separate proceedings against the company and obtained summary judgment.
- The defendant argued that a judgment against a principal does not bind the guarantor.
- The company had intended to use the loan for developing a piece of land at Tagore Avenue.
- BOS restructured the initial short-term loan into a Singapore-dollar overdraft facility in 1998.
5. Formal Citations
- Oversea-Chinese Banking Corp Ltd v Ang Thian Soo, Suit 556/2004, RA 254/2005, [2006] SGHC 147
6. Timeline
| Date | Event |
|---|---|
| BOS granted a short-term loan of US$17m to the company. | |
| Plaintiff's letter of offer. | |
| Letter of release. | |
| Defendant signed the guarantee. | |
| Plaintiff took over the rights and assets of BOS. | |
| Plaintiff’s letters of offer. | |
| Plaintiff’s letters of offer. | |
| Plaintiff commenced separate proceedings in Originating Summons No 456 of 2004 (“OS 456/2004”) against the company. | |
| The company’s appeal to the Court of Appeal was dismissed. | |
| Decision Date |
7. Legal Issues
- Summary Judgment
- Outcome: The court ordered the defendant to provide security as a condition for leave to defend.
- Category: Procedural
- Contract of Guarantee
- Outcome: The court considered the defendant's arguments that the guarantee was not valid and whether he had a separate defence from the company.
- Category: Substantive
- Director's Liability
- Outcome: The court considered whether the defendant, as a director and guarantor, had a separate and independent defence from that of the company.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of Guarantee
10. Practice Areas
- Commercial Litigation
- Banking Litigation
11. Industries
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ex parte Young, In re Kitchin | Chancery Division | Yes | (1881) 17 Ch D 668 | England and Wales | Cited for the proposition that a judgment against a principal does not bind the guarantor and the creditor has to prove his case against the guarantor. |
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
- Contract of Guarantee
- Summary Judgment
- Director's Liability
- Security for Costs
- Security for Sum Claimed
- Alter ego
15.2 Keywords
- guarantee
- summary judgment
- director
- liability
- OCBC
- Ang Thian Soo
16. Subjects
- Contract Law
- Civil Procedure
- Banking Law
- Guarantees
17. Areas of Law
- Civil Procedure
- Contract Law
- Banking Law
- Guarantee