Raffles Town Club v Lim Eng Hock: Breach of Fiduciary Duty & Striking Out Defence

In Raffles Town Club Pte Ltd v Lim Eng Hock Peter and Others, the Singapore High Court heard an appeal and cross-appeal regarding the striking out of portions of the first defendant's defence in a claim for breach of fiduciary duties. Raffles Town Club sued the defendants, including Lim Eng Hock Peter, as directors for losses arising from a prior suit by club members. The High Court dismissed both appeals, but allowed paragraphs 14 and 46 of the first defendant's defence to be restored, relating to estoppel and lifting the corporate veil.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeals dismissed with minor variations; paragraphs 14 and 46 of the first defendant's defence restored.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding striking out portions of a defence in a breach of fiduciary duty claim against directors of Raffles Town Club.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tung Yu-Lien MargaretThird PartyIndividualNeutralNeutral
Raffles Town Club Pte LtdPlaintiffCorporationAppeal Dismissed in PartPartial
Foo Jong Long DennisDefendantIndividualNeutralNeutral
Lim Eng Hock PeterDefendant, AppellantIndividualAppeal Dismissed in PartPartial
Lin Jian WeiThird PartyIndividualNeutralNeutral
Ang Yee Lim LawrenceDefendantIndividualNeutralNeutral
Tan Leong Ko WilliamDefendantIndividualNeutralNeutral

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJudgeYes

4. Counsels

Counsel NameOrganization
William OngAllen & Gledhill LLP
K Shanmugam SCAllen & Gledhill LLP
Giam Chin Toon SCWee Swee Teow & Co
Tan Hsuan BoonWee Swee Teow & Co
Chiah Kok KhunWee Swee Teow & Co
Toh Wei YiHarry Elias Partnership
Andy LeonHarry Elias Partnership
Looi Teck KheongEdmond Pereira & Partners

4. Facts

  1. Plaintiff sued defendants as directors for breach of fiduciary duties.
  2. Plaintiff was incorporated to develop and operate a members’ recreation club.
  3. First defendant allegedly devised a scheme to siphon money from the plaintiff.
  4. Defendants settled a dispute resulting in ownership of the plaintiff changing.
  5. Club was sued by members for misrepresentation and lost the action.
  6. Plaintiff commenced action against defendants for losses from members’ suit.

5. Formal Citations

  1. Raffles Town Club Pte Ltd v Lim Eng Hock Peter and Others, Suit 46/2006, RA 288/2007, 289/2007, [2008] SGHC 28

6. Timeline

DateEvent
Raffles Town Club Pte Ltd incorporated
First defendant devised a scheme to siphon money from the plaintiff
Defendants settled a dispute among themselves
Second and third defendants sold their shares in the plaintiff
Club sued by members for misrepresentation (Suit No 1441 of 2001)
Matter resolved by court approved scheme of arrangement
Plaintiff commenced action against the defendants
Assistant Registrar's decision recorded in court minutes
High Court dismissed appeals with variations

7. Legal Issues

  1. Striking Out Defence
    • Outcome: The court dismissed the appeals with minor variations, restoring paragraphs 14 and 46 of the first defendant's defence.
    • Category: Procedural
  2. Breach of Fiduciary Duty
    • Outcome: The plaintiff's claim against the defendants is for breach of fiduciary duties as directors.
    • Category: Substantive
  3. Estoppel
    • Outcome: The court allowed the appeal in respect of paragraph 14 because this paragraph concerns the defence of estoppel.
    • Category: Substantive
  4. Lifting the Corporate Veil
    • Outcome: The court allowed paragraph 46 to be restored, as it relates to the defence that the corporate veil should be lifted.
    • Category: Substantive

8. Remedies Sought

  1. No remedies sought

9. Cause of Actions

  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Recreation

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

  • Breach of fiduciary duties
  • Striking out
  • Defence
  • Estoppel
  • Corporate veil
  • Scheme of arrangement
  • Misrepresentation

15.2 Keywords

  • Breach of fiduciary duty
  • Striking out defence
  • Raffles Town Club
  • Directors
  • Singapore High Court

17. Areas of Law

Area NameRelevance Score
Fiduciary Duties80
Civil Practice75
Lifting corporate veil70
Company Law60
Estoppel50

16. Subjects

  • Civil Procedure
  • Breach of Fiduciary Duty