Orient Centre Investments v Societe Generale: Striking Out Claim for Misrepresentation & Breach of Fiduciary Duty
Orient Centre Investments Ltd and Teo Song Kwang sued Société Générale and Goh Tzu Seoh Kenneth in the High Court of Singapore, alleging misrepresentation and breach of fiduciary duties. Société Générale applied to strike out portions of the amended statement of claim. Lai Siu Chiu J allowed the appeal, ordering the amended statement of claim to be re-amended to remove all references to misrepresentation or breach of fiduciary duties or breach of duty as financial advisers relating to structured products the first plaintiff had purchased from SocGen.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Orient Centre Investments sued Societe Generale for misrepresentation and breach of fiduciary duties. The court struck out portions of the claim, precluding assertions contradicting written agreements.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Orient Centre Investments Ltd | Plaintiff | Corporation | Appeal Dismissed | Lost | Raj Palaniappan, Edwin Seah |
| Teo Song Kwang alias Richard | Plaintiff | Individual | Appeal Dismissed | Lost | Raj Palaniappan, Edwin Seah |
| Societe Generale | Defendant | Corporation | Appeal Allowed | Won | Suresh Nair, Victoria Xue |
| Goh Tzu Seoh | Defendant | Individual |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Raj Palaniappan | Straits Law Practice LLC |
| Edwin Seah | Edwin Seah & K S Teo |
| Suresh Nair | Allen & Gledhill |
| Victoria Xue | Allen & Gledhill |
4. Facts
- The first plaintiff is a company incorporated in the British Virgin Islands.
- The second plaintiff is a Singaporean and was a shareholder and managing director of the first plaintiff.
- The first defendant, Société Générale, is a bank incorporated in France with a Singapore branch.
- The second defendant was an employee of the Singapore branch of SocGen.
- The plaintiffs sued SocGen for misrepresentation and breach of fiduciary duties.
- The second plaintiff opened an account in the name of the first plaintiff with SocGen's private banking division.
- The plaintiffs did not want the Bank to send statements to the first plaintiff’s address.
5. Formal Citations
- Orient Centre Investments Ltd and Another v Societe Generale and Another, Suit 663/2004, [2006] SGHC 164
6. Timeline
| Date | Event |
|---|---|
| Second plaintiff opened an account with SocGen's private banking division. | |
| Second plaintiff transferred funds from Citibank to the account. | |
| Second defendant resigned from SocGen. | |
| Second plaintiff made the first request for documents on the investment account. | |
| Second plaintiff demanded full restitution of money deposited with SocGen. | |
| SocGen sent a termination notice to the plaintiffs. | |
| SocGen gave notice to the first plaintiff that it was exercising the Bank’s rights of set-off. | |
| Writ filed in this action. | |
| Writ served on SocGen. | |
| SocGen took out the application. | |
| Appeal allowed. |
7. Legal Issues
- Striking Out
- Outcome: The court allowed the appeal and ordered certain paragraphs in the plaintiffs' amended statement of claim to be struck out.
- Category: Procedural
- Parol Evidence Rule
- Outcome: The court held that the plaintiffs were precluded from asserting oral representations which contradicted the express terms of the written agreements.
- Category: Substantive
- Misrepresentation
- Outcome: The court struck out the plaintiffs' claim based on misrepresentation.
- Category: Substantive
- Breach of Fiduciary Duty
- Outcome: The court struck out the plaintiffs' claim based on breach of fiduciary duty.
- Category: Substantive
8. Remedies Sought
- Damages
- Account of all transactions
9. Cause of Actions
- Misrepresentation
- Breach of Fiduciary Duty
- Breach of Contract
- Negligence
10. Practice Areas
- Commercial Litigation
11. Industries
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Investment account
- Letters of offer
- Structured products
- Non-discretionary account
- Parol evidence rule
- Termination notice
- Mandate
- Indemnity
15.2 Keywords
- Misrepresentation
- Breach of fiduciary duty
- Striking out
- Parol evidence rule
- Investment account
- Societe Generale
16. Subjects
- Civil Procedure
- Contract Law
- Banking Law
17. Areas of Law
- Civil Procedure
- Contract Law