Viking Airtech v Foo Teow Keng: Director's Fiduciary Duty & Business Diversion

Viking Airtech Pte Ltd sued Foo Teow Keng and JL Marine & Engineering Pte Ltd in the High Court of Singapore on 12 October 2007, alleging breach of fiduciary duty and tortious conversion. Viking Airtech claimed that Foo Teow Keng, a former director, diverted business to JL Marine. The court found Foo liable for breach of duty and JL Marine liable as an accessory, awarding Viking Airtech damages to be assessed and costs.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for the plaintiff against the defendants for damages to be assessed and costs.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Viking Airtech sues Foo Teow Keng for breach of fiduciary duty by diverting business to JL Marine. Court finds Foo liable for damages.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Viking Airtech Pte LtdPlaintiffCorporationJudgment for PlaintiffWon
Foo Teow KengDefendantIndividualDamages to be assessedLost
JL Marine & Engineering Pte LtdDefendantCorporationDamages to be assessedLost

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJYes

4. Counsels

Counsel NameOrganization
Liew Chen MineAptus Law Corporation
Mimi OhMimi Oh & Associates

4. Facts

  1. Foo Teow Keng was a director and general manager of Viking Airtech before resigning.
  2. JL Marine & Engineering Pte Ltd is a competitor of Viking Airtech.
  3. Foo Teow Keng diverted contracts from Viking Airtech to JL Marine & Engineering Pte Ltd while still employed by Viking Airtech.
  4. Foo Teow Keng and his wife took over JL Marine & Engineering Pte Ltd without payment.
  5. JL Marine & Engineering Pte Ltd took over Viking Airtech's Shanghai office.
  6. PT Pal issued a letter of credit in favour of JL Marine & Engineering Pte Ltd instead of Viking Airtech for the “Pelindo II” contract.

5. Formal Citations

  1. Viking Airtech Pte Ltd v Foo Teow Keng and Another, Suit 111/2006, [2007] SGHC 176

6. Timeline

DateEvent
Viking Engineering procured the incorporation of Viking Airtech Pte Ltd.
Foo Teow Keng promoted to general manager of Viking Airtech Pte Ltd.
Viking Airtech engaged Jin Lian Marine Engineering & Trading as its in-house sub-contractor.
Foo Teow Keng and Yang Ling married.
Jin Lian’s sub-contract with Viking Airtech was terminated.
JL Marine & Engineering Pte Ltd was incorporated.
JL Marine & Engineering Pte Ltd signed a contract with PT Dok.
JL Marine & Engineering Pte Ltd signed a contract with PT Pal.
PT Pal gave Viking Airtech written confirmation of its order for a HVAC system.
A formal purchase contract was signed between PT Pal and Viking Airtech.
PT Pal established a letter of credit with Viking HVAC & Automation Pte Ltd as the beneficiary.
Ong sent Foo an e-mail suggesting Foo concentrate on marketing.
Foo Teow Keng resigned from Viking Airtech Pte Ltd.
Ong flew to Shanghai to check on Viking Airtech’s office.
Yang Ling and Foo Teow Keng took over JL Marine & Engineering Pte Ltd.
Viking Airtech discovered a complete HVAC system in its warehouse.
HVAC system for “Pelindo II” was delivered to PT Pal by JL Marine & Engineering Pte Ltd.
The Registrar of Companies and Businesses directed JL Marine & Engineering Pte Ltd to change its name.
Plaintiff discovered that the equipment had been sent to PT Pal by the second defendant.
Plaintiff was informed that the equipment had been received by PT Pal on 19 January 2004.
Plaintiff was informed that the equipment had been sent to PT Pal by the second defendant.
Plaintiff was informed that the equipment had been received by PT Pal on 19 January 2004.
Plaintiff was informed that the equipment had been sent to PT Pal by the second defendant.
Plaintiff was informed that the equipment had been received by PT Pal on 19 January 2004.
JL Marine & Engineering Pte Ltd changed its name.
An order was made for the compulsory purchase of Foo Teow Keng's shares in Viking Airtech Pte Ltd.
Judgment reserved.

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court found that Mr. Foo acted in breach of his fiduciary duty as a director of the plaintiff to act honestly in its interest.
    • Category: Substantive
  2. Conversion
    • Outcome: The court found both defendants liable for the conversion of the plaintiff’s assets in its Shanghai office.
    • Category: Substantive

8. Remedies Sought

  1. Damages
  2. Account of Profits

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Conversion

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Marine
  • Engineering

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

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

  • Fiduciary Duty
  • Diversion of Business
  • Conversion
  • General Manager
  • Director
  • HVAC
  • Letter of Credit

15.2 Keywords

  • Fiduciary Duty
  • Breach of Duty
  • Conversion
  • Director
  • Company
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Fiduciary Duties95
Conversion90
Directors' Liabilities85
Company Law80
Commercial Disputes70
Torts60

16. Subjects

  • Company Law
  • Tort
  • Commercial Law