Tat Seng v Orix: Conversion, Bailment, and Rights of Bailors in Machine Transportation

In Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore Ltd, the Singapore Court of Appeal heard an appeal by Tat Seng against a High Court decision finding them liable for conversion of a Heidelberg 4-colour off-set press machine. Orix, a hire-purchase service provider, claimed Tat Seng converted the machine by transporting and handling it without authorization. The court allowed Tat Seng's appeal, holding that Tat Seng's actions as a carrier did not constitute conversion, as they acted in good faith and without notice of Orix's rights, and the machine was ultimately returned to the apparent owner.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The Singapore Court of Appeal addressed conversion liability for Tat Seng, a carrier, in transporting a machine under questionable circumstances, focusing on bailment rights and good faith.

1.7 Decision Date

10 September 2009

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tat Seng Machine Movers Pte Ltd	Appellant	Corporation	Appeal Allowed	Won	Lim Bee Li of KhattarWong Irving Choh of KhattarWong Subhas Anandan of KhattarWong
Orix Leasing Singapore Ltd	Respondent	Corporation	Claim Dismissed	Lost	Prem Gurbani of Gurbani & Co. Bernard Yee of Gurbani & Co.

3. Judges

Judge Name	Title	Delivered Judgment
Chao Hick Tin	Justice of the Court of Appeal	Yes
Andrew Phang Boon Leong	Justice of the Court of Appeal	Yes
V K Rajah	Justice of the Court of Appeal	Yes

4. Counsels

Counsel Name	Organization
Lim Bee Li	KhattarWong
Irving Choh	KhattarWong
Subhas Anandan	KhattarWong
Prem Gurbani	Gurbani & Co.
Bernard Yee	Gurbani & Co.

4. Facts

Orix leased a Heidelberg 4C printing machine to RGPL under a hire-purchase agreement.
RGPL's lease at Toh Guan Road was expiring, and they needed to move equipment.
Crispian, a director at RGPL, hired Kenzone to transport RGPL's equipment.
Kenzone subcontracted Tat Seng to move the Heidelberg 4C due to its heavy machinery expertise.
Tat Seng was instructed to move the Heidelberg 4C to Hock Cheong's warehouse.
Hock Cheong refused to store the machine due to space constraints.
Tat Seng stored the Heidelberg 4C at its own premises for a few days before it was picked up.

5. Formal Citations

Tat Seng Machine Movers Pte Ltd v Orix Leasing Singapore Ltd, CA 203/2008, [2009] SGCA 42

6. Timeline

Date	Event
2005-01-01	Orix let three printing machines to Rav Graphics Pte Ltd on hire-purchase terms.
2006-08-01	Crispian contacted Mr. Heng to ask if Kenzone was able to shift RGPL’s office equipment.
2006-08-28	The Siews met Mark Yap and Chua Soon Meng at the Toh Guan premises.
2006-08-31	RGPL’s lease for the Toh Guan premises was due to expire.
2006-08-31	Tat Seng sent three lorries to the Toh Guan premises to load the Two Machines.
2006-08-31	Tat Seng’s lorries arrived at Hock Cheong’s warehouse, Colin Lim refused to accept the Two Machines.
2006-09-03	Crispian received a call from Mani, informing him that Mani’s movers were ready to transport the Heidelberg 4C on 4 September 2006.
2006-09-04	Crispian contacted Mark Yap, requesting that the machine be returned to him.
2006-09-04	Mark Yap met Crispian at Kallang Distripark.
2006-09-10	The new lease for premises located at Bendemeer Road was due to commence.
2006-09-01	Orix discovered that the Three Machines were missing from RGPL’s premises.
2006-09-28	Orix commenced Suit No 645 of 2006 against RGPL, Crispian and Tan Soi Ngoh.
2006-10-20	Mark Yap supposedly contacted Ms Siew, enquiring if she could fax the delivery orders to him for Kenzone’s official acknowledgment.
2006-10-20	Henry interviewed Mr Siew.
2006-11-07	Judgment was entered against Crispian and Tan Soi Ngoh.

7. Legal Issues

Conversion
- Outcome: The court held that Tat Seng's actions did not constitute conversion as they acted in good faith and without notice of Orix's rights.
- Category: Substantive
- Sub-Issues:
  - Unauthorised dealing with chattel
  - Interference with ownership rights
  - Good faith defense
- Related Cases:
  - [2002] 2 AC 883
  - (1874-5) LR 7 HL 757
  - [1978] 1 WLR 438
  - (1841) 8 M&W 540
Bailment
- Outcome: The court determined that Orix, as the bailor, had the immediate right to possession under the hire-purchase agreement.
- Category: Substantive
- Sub-Issues:
  - Rights of bailor
  - Duties of bailee
  - Immediate right to possession
- Related Cases:
  - [1950] 2 KB 7
  - [1978] 2 All ER 385
Pleadings
- Outcome: The court found that Orix's pleadings were inadequate as they did not properly allege Tat Seng's lack of good faith or notice of competing claims.
- Category: Procedural
- Sub-Issues:
  - Sufficiency of pleadings
  - Requirement to plead material facts
  - Good faith

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Conversion

10. Practice Areas

Commercial Litigation
Transportation Law
Contract Law

11. Industries

Logistics
Printing

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Kuwait Airways Corpn v Iraqi Airways Co (Nos 4 and 5)	House of Lords	Yes	[2002] 2 AC 883	England and Wales	Cited to establish that a deliberate act, not necessarily accidental, can constitute conversion.
Seah Ting Soon v Indonesian Tractors Co Pte Ltd	Court of Appeal	Yes	[2001] 1 SLR 521	Singapore	Cited regarding the limited power of review of an appellate court with respect to findings of fact.
Alagappa Subramanian v Chidambaram s/o Alagappa	Court of Appeal	Yes	[2003] SGCA 20	Singapore	Cited regarding the appellate court's power to overturn findings of fact if plainly wrong.
Jagatheesan s/o Krishnasamy v PP	High Court	Yes	[2006] 4 SLR 45	Singapore	Cited regarding the appellate court's power to overturn findings of fact if plainly wrong.
Tan Chin Seng v Raffles Town Club Pte Ltd (No 2)	High Court	Yes	[2003] 3 SLR 307	Singapore	Cited regarding the appellate court's position to evaluate inferences drawn from facts.
Ho Soo Fong v Standard Chartered Bank	High Court	Yes	[2007] 2 SLR 181	Singapore	Cited regarding the appellate court's position to evaluate inferences drawn from facts.
Peh Eng Leng v Pek Eng Leong	High Court	Yes	[1996] 2 SLR 305	Singapore	Cited regarding the appellate court's evaluation of evidence against inherent probabilities.
The Cherry	High Court	Yes	[2003] 1 SLR 471	Singapore	Cited for the principle that only a person with actual possession or the immediate right to possess goods can sue for conversion.
North General Wagon & Finance Co Ld v Graham	King's Bench	Yes	[1950] 2 KB 7	England and Wales	Cited regarding the bailor's right to possession if the bailee acts repugnant to the bailment terms.
Union Transport Finance Ltd v British Car Auctions Ltd	Court of Appeal	Yes	[1978] 2 All ER 385	England and Wales	Cited regarding the interpretation of contract terms and the bailor's common law rights.
Fouldes v Willoughby	Court of Exchequer	Yes	(1841) 8 M&W 540	England and Wales	Cited to establish that the act of taking alone does not amount to conversion, although it may amount to trespass.
Francis Hollins v George Fowler	House of Lords	Yes	(1874-5) LR 7 HL 757	England and Wales	Cited as the starting point for analyzing conversion, especially concerning intermediaries dealing with goods in good faith.
R H Willis and Son v British Car Auctions Ltd	England and Wales Court of Appeal	Yes	[1978] 1 WLR 438	England and Wales	Cited to illustrate that where the defendant takes or uses the goods as his own, or sells goods not belonging to the person who transferred possession of the goods to him, the intention to do an act inconsistent with the owner’s right is necessarily present.
National Mercantile Bank Limited v Rymill	Court of Appeal	Yes	(1881) 44 LT 767	England and Wales	Cited to show that an auctioneer who receives goods from a rogue and delivers them back to the person to whom the rogue had given a delivery order is not liable for conversion.
Marcq v Christie Manson & Woods Ltd	Court of Appeal	Yes	[2004] QB 286	England and Wales	Cited to show that an auctioneer who receives goods from their apparent owner and simply redelivers them to him when they are unsold is not liable in conversion provided he has acted in good faith and without knowledge of any adverse claim to them.
Clayton v Le Roy	King's Bench Division	Yes	[1911] 2 KB 1031	England and Wales	Cited to establish that the mere retention of another’s property on its own is not conversion, unless the defendant has shown an intention to keep the thing in defiance of the true owner.
Caxton Publishing Company Limited v Sutherland Publishing Company	House of Lords	Yes	[1939] AC 178	England and Wales	Cited to establish that possession of a chattel without title is not considered to be either conversion or a tort.
Orix Leasing Singapore Ltd v Koh Mui Hoe	High Court	Yes	[2008] SGHC 211	Singapore	Procedural history of the case.
Orix Leasing Singapore Ltd v Koh Mui Hoe	High Court	Yes	[2008] SGHC 212	Singapore	Procedural history of the case.
Aitken Agencies Limited v Richardson	Supreme Court	Yes	[1967] NZLR 65	New Zealand	Cited as an example of unlawful taking of a car for a joy-ride was an intentional assertion of a right inconsistent with the rights of the owner and therefore constituted conversion.
Wilson v New Brighton Panelbeaters Ltd	High Court	Yes	[1989] 1 NZLR 74	New Zealand	Cited as an example of handing the car over to Walters constituted conversion.
Moorgate Mercantile Co Ltd v Finch	Court of Appeal	Yes	[1962] 1 QB 701	England and Wales	Cited as an example of the second defendant borrowed a car under a hire-purchase agreement to transport un-customed watches, leading the customs authority to forfeit and sell the car.
Hiort v The London and North Western Railway Company	Exchequer Division	Yes	(1879) 4 Ex D 188	England and Wales	Cited to show that Bramwell LJ lamented that he “never did understand with precision what was a conversion”
Barclays Mercantile Business Finance Ltd v Sibec Developments Ltd	High Court	Yes	[1992] 1 WLR 1253	England and Wales	Cited to show that demand is not an essential precondition of the tort: what is required is an overt act of withholding possession of the chattel from the true owner.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act	Singapore
Rules of Court	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Conversion
Bailment
Hire-purchase agreement
Good faith
Carrier
Bailee
Immediate right to possession
Ordinary course of business
Ministerial act

15.2 Keywords

Conversion
Bailment
Transportation
Good faith
Singapore
Commercial Law

17. Areas of Law

Area Name	Relevance Score
Conversion	95
Torts	80
Bailment	75
Civil Procedure	60
Evidence	50

16. Subjects

Tort
Commercial Law
Transportation
Bailment