Nagase Singapore v Ching Kai Huat: Breach of Duty, Conspiracy, Overcharging

Nagase Singapore Pte Ltd sued David's Logistics Pte Ltd, its director Ching Kai Huat, and two Nagase employees, Clement Yip and Mary Ting Chi Fong, in the High Court of Singapore, alleging overcharging and conspiracy to injure Nagase. Nagase claimed breach of duties by Yip and Ting. The court found breaches of duty by Yip and Ting related to overcharging and verification processes but did not find evidence of conspiracy. The court ruled in favor of Nagase, with the final sums to be determined.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff against D Logistics, Ching Kai Huat, Clement Yip, and Mary Ting Chi Fong for sums to be determined.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Nagase Singapore sued D Logistics, its director, and two employees for overcharging and conspiracy. The court found breaches of duty but no conspiracy.

1.7 Decision Date

3 May 2007

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Nagase Singapore Pte Ltd	Plaintiff	Corporation	Judgment for Plaintiff	Partial	Philip Lam of Lam & Co
Ching Kai Huat	Defendant	Individual	Judgment against Defendant	Partial	Lim Kim Hong of Kim & Co
David's Logistics Pte Ltd	Defendant	Corporation	Judgment against Defendant	Partial	Lim Kim Hong of Kim & Co
Yip Kian Koon, Clement	Defendant	Individual	Judgment against Defendant	Partial	Siraj Omar of Tan Kok Quan Partnership Kannan Ramesh of Tan Kok Quan Partnership
Mary Ting Chi Fong	Defendant	Individual	Judgment against Defendant	Partial	Siraj Omar of Tan Kok Quan Partnership Kannan Ramesh of Tan Kok Quan Partnership

3. Judges

Judge Name	Title	Delivered Judgment
Judith Prakash	Judge	Yes

4. Counsels

Counsel Name	Organization
Philip Lam	Lam & Co
Lim Kim Hong	Kim & Co
Siraj Omar	Tan Kok Quan Partnership
Kannan Ramesh	Tan Kok Quan Partnership

4. Facts

Nagase Singapore Pte Ltd buys and sells plastics and chemicals.
Nagase Singapore requires warehousing and logistics services.
David's Logistics Pte Ltd provided warehousing services to Nagase Singapore.
Clement Yip and Mary Ting Chi Fong were employees of Nagase Singapore.
Nagase Singapore alleged D Logistics overcharged it.
Nagase Singapore alleged conspiracy to injure it by D Logistics, Ching Kai Huat, Clement Yip, and Mary Ting Chi Fong.
Nagase Singapore alleged Clement Yip and Mary Ting Chi Fong breached their duties.

5. Formal Citations

Nagase Singapore Pte Ltd v Ching Kai Huat and Others, Suit 751/2003, [2007] SGHC 61

6. Timeline

Date	Event
1992-01-01	Visa Freight Pte Ltd supplied storage services to the plaintiff.
1995-02-01	Mary Ting Chi Fong started working for the plaintiff.
1999-01-01	Visa Freight Pte Ltd ceased business.
1999-01-01	D Logistics incorporated and began providing staff to operate the warehouse and store the plaintiff’s goods.
2000-04-01	Mary Ting Chi Fong was promoted to customer service manager.
2001-07-02	D Logistics sent the plaintiff a quotation containing its rates for providing both the warehouse and the warehousing services to the plaintiff.
2001-07-16	D Logistics sent the plaintiff a second quotation which was signed by both DC and CY on behalf of their respective companies.
2001-07-16	CY and DC signed a supplementary agreement.
2001-08-01	D Logistics began charging on a per tonne per week basis.
2002-04-01	Mary Ting Chi Fong was promoted to senior manager of the division.
2002-07-01	D Logistics sent the plaintiff a third quotation which effected changes to the previously agreed rates.
2003-01-01	Plaintiff found out that D Logistics had been overcharging it.
2003-05-01	Conversation between DC and Mr. Kan took place.
2003-05-14	CY and MT met with Mr. Kan to discuss the Final Report.
2003-05-14	Mr. Kan gave instructions that no further payments were to be made to D Logistics.
2003-05-14	A cheque for the sum of $129,867.15 was drawn by the finance department in favour of D Logistics and sent out to the latter.
2003-05-26	Mr Kan terminated CY and MT’s employment.
2003-06-26	Plaintiff terminated D Logistics' services.
2003-06-30	D Logistics issued a statement of account.
2003-07-09	Mr Masamichi Kan lodged a police report against CY and MT.
2003-07-01	Plaintiff commenced action against D Logistics and DC.
2004-04-01	Plaintiff amended its claim and brought in CY and MT as additional defendants.
2005-03-01	Police informed the plaintiff that they had decided to take no further action on the police report.
2007-05-04	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that D Logistics had overcharged Nagase Singapore.
- Category: Substantive
- Sub-Issues:
  - Overcharging
  - Failure to stop payment
Breach of Duty
- Outcome: The court found that CY and MT breached their duties to Nagase Singapore.
- Category: Substantive
- Sub-Issues:
  - Failure to verify invoices
  - Failure to disclose information
  - Failure to enforce agreement
Conspiracy
- Outcome: The court did not find sufficient evidence to support the claim of conspiracy.
- Category: Substantive
- Sub-Issues:
  - Lawful means
  - Unlawful means
Pleadings
- Outcome: The court considered whether the defendants' pleadings constituted bare denials and whether they were allowed to raise positive defenses.
- Category: Procedural
- Sub-Issues:
  - Bare denials
  - Pregnant negatives

8. Remedies Sought

Refund of overcharged amount
Damages for breach of contract and duties
Compensation for breaches of fiduciary and equitable duties

9. Cause of Actions

Breach of Contract
Breach of Duty
Conspiracy

10. Practice Areas

Pleadings
Sale of Services
Employees’ duties
Scope of duties
Conspiracy

11. Industries

Plastics
Chemicals
Logistics

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Nottingham University v Fishel	N/A	Yes	[2000] IRLR 471	N/A	Cited for detailed analysis of when an employee of a company owes fiduciary duties to the employer.
Andrew Shepherd v BIL International Ltd	High Court	Yes	[2003] SGHC 145	Singapore	Cited to support the argument that an employee who was never appointed a director does not owe any fiduciary duties to the defendant.
Canadian Aero Service Ltd v O’Malley et al	N/A	Yes	40 DLR (3d) 371	N/A	Cited in support of the plaintiff's position that CY and MT owed fiduciary duties to it.
Mitchell v Paxton Forest Products Inc.	N/A	Yes	[2002] BCCA 532	N/A	Cited to contrast with Canadian Aero Service, regarding whether a fiduciary duty applied to the plaintiff.
OCM Opportunities Fund II, LP v Burhan Uray (alias Wong Ming Kiong)	High Court	Yes	[2004] SGHC 115	Singapore	Cited for the proposition that in conspiracy cases, the agreement or combination is to be inferred from the evidence.
Wu Yang Construction Group Ltd v Zhejiang Jinyi Group Ltd	N/A	Yes	[2006] 4 SLR 451	Singapore	Cited for the proposition that cases of fraud and conspiracy require more evidence to meet the standard of proof.
Seagate Technology Pte Ltd v Goh Han Kim	N/A	Yes	[1995] 1 SLR 17	Singapore	Cited regarding whether circumstantial evidence must "ineluctably" lead to the inference of a conspiracy.
Personal Automation Mart Pte Ltd v Tan Swe Sang	High Court	Yes	[2000] SGHC 55	Singapore	Cited regarding the duties of a director.
Vita Health Laboratories Pte Ltd v Pang Seng Meng	N/A	Yes	[2004] 4 SLR 162	Singapore	Cited regarding the duties of a director.
Lister v Romford Ice and Cold Storage Co	N/A	Yes	[1957] 1 All ER 125	N/A	Cited regarding the duty of reasonable skill and care arising out of an employee's contractual relationship with his employer.
Inland Revenue Commissioners v Jackson	N/A	Yes	[1960] 1 WLR 873	N/A	Cited regarding the concept of a "pregnant negative" in pleadings.
Superintendent of Lands and Surveys (4th Div) v Hamit bin Matusin	N/A	Yes	[1994] 3 MLJ 185	Malaysia	Cited regarding the court allowing unpleaded defences in instances where the opposing party was not caught by surprise.
Hua Khian v Lee Eng Kiat	N/A	Yes	[1996] 3 SLR 1	Singapore	Cited regarding the importance of raising objections to the affidavits of opposing parties.
Kuwait Oil Tanker Co SAK v Al Bader	N/A	Yes	[2000] 2 All ER (Comm) 271	N/A	Cited for the principle that in conspiracy cases, it is rare for conspirators to formalize arrangements, and agreement is inferred from evidence.
Arul Chandran v Chew Chin Aik VictorJP	High Court	Yes	[2000] SGHC 111	Singapore	Cited for the definitions of "bare denials" and "pregnant negatives" in pleadings.

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

Overcharging
Warehousing services
Breach of duties
Conspiracy
Truncated weeks
Supplementary agreement
First quotation
Second quotation
Third quotation
LNP cargo
Gross weight
Net weight

15.2 Keywords

Overcharging
Breach of duty
Conspiracy
Warehousing
Employment
Contract
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Overcharging	80
Employment Law	75
Commercial Law	70
Employees’ Duties	70
Breach of duties	70
Torts	65
Civil Litigation	60
Conspiracy	60
Scope of duties	60
Contract Law	50

16. Subjects

Contract Law
Employment Law
Civil Procedure
Commercial Law
Tort Law