Sum Yue Holdings v Foo Sek Soon: Conspiracy, Breach of Director/Employee Duties, Transfer of Project
Sum Yue Holdings Pte Ltd sued its former directors Justin Foo and Bob Lim, former employees Theresa Ang, Richard Lim, and Peter Lim, along with Latrade Automation Pte Ltd and Sam Hui Engineering Works and Service, for conspiracy and breach of duties related to the transfer of the NH Glass project to Latrade Automation. The High Court of Singapore, presided over by Justice Lai Siu Chiu, dismissed the plaintiff's claims, finding the testimony of the plaintiff's key witness unreliable and the defendants' version of events more credible. The court also found that the plaintiff's action was instituted in bad faith.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's action is dismissed with costs to all seven defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Sum Yue Holdings sued its former directors and employees for conspiracy and breach of duties related to the transfer of a project to Latrade Automation. The High Court dismissed the claims, finding no evidence of wrongdoing.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sum Yue Holdings Pte Ltd | Plaintiff | Corporation | Action Dismissed | Lost | Sam Han Tatt, Oei Ai Hoea Anna, Chen Wei Ling, Sng Kheng Huat |
| Foo Sek Soon (alias Justin Foo) | Defendant | Individual | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Theresa Ang | Defendant | Individual | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Latrade Automation Pte Ltd | Defendant | Corporation | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Richard Lim | Defendant | Individual | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Peter Lim | Defendant | Individual | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Bob Lim | Defendant | Individual | Judgment in favor of Defendant | Won | Palmer Michael Anthony, Lem Jit Min Andy, Deryne Sim Lifen |
| Sam Hui Engineering Works and Service | Defendant | Other | Judgment in favor of Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Sam Han Tatt | H T Sam & Co |
| Oei Ai Hoea Anna | Counsel instructed |
| Chen Wei Ling | Sng & Co |
| Sng Kheng Huat | Sng & Co |
| Palmer Michael Anthony | Harry Elias Partnership |
| Lem Jit Min Andy | Harry Elias Partnership |
| Deryne Sim Lifen | Harry Elias Partnership |
4. Facts
- Sum Yue Holdings claimed its former directors and employees conspired to transfer a project to Latrade Automation.
- Justin Foo, a former director, resigned from Sum Yue Holdings and began working with Latrade Automation.
- The NH Glass project was initially awarded to Sum Yue Holdings but later transferred to Latrade Automation.
- Lim, the managing director of Sum Yue Holdings, allegedly wanted Justin Foo to stop getting new business for the plaintiff.
- The plaintiff alleged that the defendants removed hard disks from the plaintiff's computer systems.
- The court found Lim's testimony to be unreliable and untruthful.
5. Formal Citations
- Sum Yue Holdings Pte Ltd v Foo Sek Soon (alias Justin Foo) and others, Suit No 13 of 2008, [2010] SGHC 181
6. Timeline
| Date | Event |
|---|---|
| Purchase order issued by Chow to the plaintiff for the NH Glass project. | |
| Plaintiff rendered invoice to Chow for down payment on the NH Glass project. | |
| Chow paid the invoice. | |
| Plaintiff placed an order with Sim Lee Seng for installation of metal ducting. | |
| Plaintiff ordered materials from ESAB Asia Pacific Pte Ltd. | |
| Latrade Automation Pte Ltd incorporated. | |
| Latrade Automation Pte Ltd issued an invoice to Chow. | |
| Latrade Automation Pte Ltd issued invoice to Chow for progress payment. | |
| Plaintiff paid Justin Foo. | |
| Chow wrote to the plaintiff to cancel the purchase order. | |
| Justin Foo wrote to Chow to confirm Latrade Automation Pte Ltd would take over the NH Glass project. | |
| Justin Foo resigned from the plaintiff's employment. | |
| Latrade Automation Pte Ltd commenced operations. | |
| Justin Foo and Chow attended a meeting with representatives of NH Glass. | |
| Latrade Automation Pte Ltd invoiced Chow for glass supplied to the NH Glass project. | |
| Bob Lim wrote to Justin Foo requesting him to stay on with the plaintiff. | |
| Plaintiff ordered materials from ESAB Asia Pacific Pte Ltd. | |
| Bob Lim wrote to Justin Foo stating the plaintiff had no objection to him carrying out his businesses at their premises. | |
| Meeting held where Justin requested to rent space from the plaintiff. | |
| Meeting held where Lim reported on the loans and overdraft owed by the plaintiff. | |
| Meeting held where Ronald reported that the plaintiff's debts were too heavy and it would cease operations. | |
| Termination date for the plaintiff's employees. | |
| Lim requested Justin to redirect all correspondence of Latrade Automation Pte Ltd away from the plaintiff's premises. | |
| Lim requested that the suppliers bill Latrade Automation Pte Ltd. | |
| Peter responded to Lim's inquiries. | |
| Justin, Theresa, Peter and Bob were directed to hand over all the plaintiff's documents to Angie. | |
| Lim's letter requiring the defendants to leave the plaintiff's premises immediately. | |
| Two projects were transferred to Peter. | |
| Plaintiff novated its contract with SIS to Automation Control Engineering Pte Ltd. | |
| Plaintiff's tax invoice for Peter's purchase of vehicle. | |
| Latrade Automation Pte Ltd shifted out from the plaintiff's premises. | |
| Lim lodged a police report. | |
| Ronald approached Bob and inquired if Bob wanted to sell his shares in SYEI to Lim. | |
| Bob ceased to be a director of the plaintiff. | |
| Plaintiff commenced this suit. | |
| Plaintiff was ordered to provide security for costs to the six defendants. | |
| Plaintiff was ordered to provide further security for the costs of the defendants. | |
| Decision Date |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the defendants did not breach their fiduciary duties.
- Category: Substantive
- Conspiracy
- Outcome: The court found no evidence of conspiracy between the defendants.
- Category: Substantive
8. Remedies Sought
- Damages
9. Cause of Actions
- Breach of Fiduciary Duty
- Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- Engineering
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| Order 40A of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Fiduciary Duty
- Conspiracy
- NH Glass project
- Latrade Automation
- Directors' duties
- Employees' duties
15.2 Keywords
- conspiracy
- breach of duty
- fiduciary duty
- directors
- employees
- transfer of project
- Sum Yue Holdings
- Latrade Automation
- NH Glass project
16. Subjects
- Breach of Fiduciary Duty
- Conspiracy
- Director and Employee Liability
17. Areas of Law
- Conspiracy
- Breach of Fiduciary Duty
- Contract Law