Sitt Tatt Bhd v Goh Tai Hock: Breach of Trust and Contract Dispute over Oil & Gas Project Funding

Sitt Tatt Bhd, a Malaysian company, sued Goh Tai Hock in the High Court of Singapore, seeking the return of US$1 million remitted to Goh's personal account. Sitt Tatt alleged breach of trust and breach of contract related to a failed oil and gas project involving Prime International Consultants Pty Ltd (Prime) and PT Kutai Timur Resources (KTR). The court, presided over by Judith Prakash J, found Goh liable for breach of trust, concluding that the funds were intended to advance the project and were misused. The breach of contract claim was dismissed.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Malaysian company Sitt Tatt Bhd sues Goh Tai Hock for breach of trust and contract over US$1 million for an oil & gas project. Court finds Goh liable for breach of trust.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sitt Tatt BhdPlaintiffCorporationJudgment for PlaintiffWonHarpreet Singh Nehal SC, Lim Shack Keong
Goh Tai HockDefendantIndividualJudgment against DefendantLostN Sreenivasan, Ramesh Bharani Nagaratnam

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudgeYes

4. Counsels

Counsel NameOrganization
Harpreet Singh Nehal SCDrew & Napier LLC
Lim Shack KeongDrew & Napier LLC
N SreenivasanStraits Law Practice LLC
Ramesh Bharani NagaratnamStraits Law Practice LLC

4. Facts

  1. Sitt Tatt Bhd remitted US$1 million to Goh Tai Hock's personal account.
  2. The payment was intended to secure an oil and gas project.
  3. Goh Tai Hock was the sole shareholder and director of Prime International Consultants Pty Ltd.
  4. Prime was a party to a Tripartite Joint Venture Agreement with Sitt Tatt Bhd and PT Kutai Timur Resources.
  5. Goh Tai Hock paid US$600,000 to officers of KTR.
  6. Prime withdrew from the Final Joint Venture Agreement.
  7. Goh Tai Hock used part of the funds for purposes unrelated to the project.

5. Formal Citations

  1. Sitt Tatt Bhd v Goh Tai Hock, Suit 560/2006, [2008] SGHC 220

6. Timeline

DateEvent
Goh Tai Hock emigrated to Australia from Singapore.
Prime International Consultants Pty Ltd incorporated in Australia.
PT Kutai Timur Resources received letters of recommendation for oil and gas project.
Prime signed a memorandum of understanding with KTR.
Heads of Agreement signed between Sitt Tatt Bhd and Prime.
Tan Sri Mohan met with Pak Sulaiman of KTR.
Tripartite Joint Venture Agreement signed by KTR, Prime, and Sitt Tatt Bhd.
Tan Sri Mohan and Goh Tai Hock arrived in Singapore.
Prime wrote a letter to authorize payment of money into Goh Tai Hock's account.
Sitt Tatt Bhd's board gave mandate for payment up to US$2 million.
Sitt Tatt Bhd remitted US$1 million to Goh Tai Hock's personal bank account.
Goh Tai Hock paid US$450,000 to Pak Sulaiman and US$150,000 to Pak Sany.
Goh Tai Hock paid US$30,000 into the account of Yau Mei Ling.
A team from Sitt Tatt Bhd met various Indonesian parties.
Final Joint Venture Agreement signed.
Sitt Tatt Bhd board meeting held.
Goh Tai Hock paid Pak Sany US$20,000.
Meeting of the parties to discuss the setting up of the JV Company and the initial capitalisation required.
Mr Navaratnam wrote to KTR, making amendments to the minutes.
Sitt Tatt Bhd signed a letter of intent with Asian Oil Company.
Prime wrote to Sitt Tatt Bhd stating it would withdraw from the Final JVA.
Prime wrote to Sitt Tatt Bhd stating it would withdraw from the Final JVA.
Sitt Tatt Bhd alleged that Prime had failed or refused to facilitate the successful implementation of the Project.
Prime told Sitt Tatt Bhd that its withdrawal related specifically to all claims to entitlements and responsibilities defined in the Final JVA.
Sitt Tatt Bhd wrote to Prime and asserted that the latter’s withdrawal from the Project amounted to abandoning the Project in its entirety.
US$5,000 was sent to an unknown party.
Sitt Tatt Bhd's lawyer's letter asserted that Prime was in breach of its obligation under the Final JVA.
US$5,528.49 was sent to a Malaysian firm of solicitors.
US$340,000 was remitted to Prime itself.
Action commenced.
Judgment reserved.

7. Legal Issues

  1. Breach of Trust
    • Outcome: The court found the defendant liable for breach of trust for misapplying funds intended to advance the oil and gas project.
    • Category: Substantive
    • Sub-Issues:
      • Misapplication of trust funds
      • Knowing receipt of trust property
    • Related Cases:
      • [1985] Ch 207
      • [1970] AC 567
  2. Breach of Contract
    • Outcome: The court dismissed the claim for breach of contract, finding no parallel contract between the plaintiff and the defendant personally.
    • Category: Substantive
    • Sub-Issues:
      • Implied contract
      • Parol evidence rule
  3. Piercing the Corporate Veil
    • Outcome: The court declined to pierce the corporate veil, finding no evidence that Prime was a sham or façade.
    • Category: Substantive
    • Related Cases:
      • [1897] AC 22
      • [1990] Ch 433
      • [2000] 2 SLR 98

8. Remedies Sought

  1. Return of US$1 million

9. Cause of Actions

  • Breach of Trust
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Breach of Contract
  • Breach of Trust
  • Corporate Law

11. Industries

  • Oil and Gas

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Carreras Rothmans Ltd v Freeman Mathews Treasure LtdChancery DivisionYes[1985] Ch 207England and WalesCited for the principle that monies paid for a specific purpose are subject to a trust.
Barclays Bank Ltd v Quistclose Investments LtdHouse of LordsYes[1970] AC 567England and WalesCited for the principle that funds provided for a specific purpose are held on resulting trust when that purpose fails.
Salomon v A Salomon & Co LtdHouse of LordsYes[1897] AC 22England and WalesCited for the principle of separate legal personality of a company.
Adams v Cape Industries PlcEnglish Court of AppealNo[1990] Ch 433England and WalesCited regarding the limited circumstances in which a court can disregard the principle of separate legal personality.
The Rialto (No 2)N/AYes[1998] 1 Lloyd’s Rep 322N/ACited regarding the ability of parties to protect themselves by creating companies.
Win Line (UK) Ltd v Masterpart (Singapore) Pte LtdN/AYes[2000] 2 SLR 98SingaporeCited regarding piercing the corporate veil where the company is a device, façade or sham.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Tripartite Joint Venture Agreement
  • Final Joint Venture Agreement
  • Upfront payment
  • Sign-on fee
  • Constructive trust
  • Alter ego
  • Piercing the corporate veil

15.2 Keywords

  • breach of trust
  • breach of contract
  • oil and gas
  • joint venture
  • corporate veil
  • Sitt Tatt Bhd
  • Goh Tai Hock
  • Prime International Consultants
  • Singapore High Court

16. Subjects

  • Trust Law
  • Contract Law
  • Company Law
  • Oil and Gas Project
  • Commercial Dispute

17. Areas of Law

  • Trusts
  • Contract Law
  • Company Law
  • Constructive Trusts
  • Quistclose Trusts