Drydocks World LLC v Tan Boy Tee: Breach of Undertaking & Shareholding Dispute

Drydocks World LLC sued Tan Boy Tee in the High Court of Singapore on 25 August 2010, alleging breach of a Deed of Undertaking related to Tan's sale of shareholdings in Labroy Marine Limited. Drydocks World claimed Tan breached the deed by participating in a share placement in Otto Marine Limited, a competitor. The court dismissed Drydocks World's originating summons and application to convert the originating summons to a writ of summons, without prejudice to Drydocks World's right to commence a writ action.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Originating Summons dismissed without prejudice to the plaintiff’s right to commence a writ action against the defendant based on cl 2.2.1(i) of the Deed and without prejudice to the defendant’s right to raise objections to the new cause of action.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Drydocks World LLC sued Tan Boy Tee for breaching a Deed of Undertaking related to shareholdings in Labroy Marine Limited. The court dismissed the claim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Drydocks World LLC (formerly known as Dubai Drydocks World LLC)PlaintiffCorporationClaim DismissedDismissedAng Cheng Hock, Ramesh Selvaraj, Jacqueline Lee
Tan Boy TeeDefendantIndividualJudgment in favor of DefendantWonDavinder Singh, Jaikanth Shankar, Alecia Quah, Alexander Lee

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuJudgeYes

4. Counsels

Counsel NameOrganization
Ang Cheng HockAllen & Gledhill LLP
Ramesh SelvarajAllen & Gledhill LLP
Jacqueline LeeAllen & Gledhill LLP
Davinder SinghDrew & Napier LLC
Jaikanth ShankarDrew & Napier LLC
Alecia QuahDrew & Napier LLC
Alexander LeeDrew & Napier LLC

4. Facts

  1. Drydocks World LLC sued Tan Boy Tee for allegedly breaching a Deed of Undertaking.
  2. The Deed of Undertaking related to Tan's sale of his shareholdings in Labroy Marine Limited (LML) to Drydocks World.
  3. Drydocks World alleged Tan breached cl 2.2.1(i) of the Deed, a non-compete clause.
  4. Drydocks World claimed Tan participated in a share placement in Otto Marine Limited (OML), a competitor of LML.
  5. Drydocks World alleged Tan acquired OML shares through his son as a nominee.
  6. The court found Drydocks World's allegation that Tan acquired shares through a nominee was not substantiated.
  7. The court found that the Media Release and Lee's Answers to Interrogatories were hearsay evidence.

5. Formal Citations

  1. Drydocks World LLC (formerly known as Dubai Drydocks World LLC) v Tan Boy Tee, Originating Summons No 387 of 2010, [2010] SGHC 248

6. Timeline

DateEvent
Labroy Marine Limited incorporated in Singapore
Drydocks World LLC incorporated in Dubai, United Arab Emirates
Deed of Undertaking issued by Tan Boy Tee to Drydocks World LLC
Drydocks World LLC acquired Tan Boy Tee’s 58.60% shareholding in LML
Drydocks World -Southeast Asia Pte Limited incorporated in Singapore
Suit No 1083 of 2009 filed by the plaintiff against the defendant
Otto Marine Limited announced issuance of placement shares
Ms Nadiawati Abdul Wahab inspected the share register of OML
Plaintiff delivered letter of demand to the defendant
Plaintiff filed application for pre-action discovery and interrogatories against OML
Order for pre-action discovery and interrogatories obtained
Lee filed an affidavit to furnish Answers to the Interrogatories served on OML
Originating Summons filed by the plaintiff
Defendant filed four affidavits
Plaintiff filed the Application to convert the OS to a writ of summons
Originating Summons and Application dismissed

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court did not make a decision on the breach of contract claim because the plaintiff's allegation that the defendant acquired shares through a nominee was not substantiated.
    • Category: Substantive
    • Sub-Issues:
      • Enforceability of restraint of trade clause
      • Proper construction of contract clause
  2. Admissibility of Hearsay Evidence
    • Outcome: The court found that the Media Release and Lee's Answers to Interrogatories were hearsay evidence and therefore inadmissible.
    • Category: Procedural

8. Remedies Sought

  1. Declaration of breach of contract
  2. Account of profits
  3. Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Shipbuilding
  • Marine Construction
  • Shipping

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Tan Chin Seng and others v Raffles Town Club Pte LtdCourt of AppealYes[2002] 2 SLR(R) 465SingaporeCited for the principle that the discovery process should not be allowed to ‘fish a cause of action’.
The Ocean JadeHigh CourtYes[1991] 1 SLR(R) 354SingaporeCited to define interlocutory applications as those which do not decide the rights of the parties.
Lee Tat Development Pte Ltd v Management Corporation Strata Title Plan No 301Court of AppealYes[2009] 1 SLR(R) 875SingaporeCited for the principle that an issue must be decided on the merits to be the subject of an estoppel.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2006 Rev Ed) O 28 r 8
Rules of Court O 41 r 5
Rules of Court O 24 r 7

14. Applicable Statutes

Statute NameJurisdiction
Securities and Futures Act (Cap 289, 2006 Rev Ed) s 199Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Deed of Undertaking
  • Restraint of trade
  • Nominee
  • Placement Shares
  • Originating Summons
  • Writ of summons
  • Hearsay evidence
  • Material dispute of fact

15.2 Keywords

  • breach of contract
  • shareholding
  • restraint of trade
  • nominee
  • Drydocks World
  • Tan Boy Tee
  • Labroy Marine
  • Otto Marine

16. Subjects

  • Contract Dispute
  • Shareholding Dispute
  • Restraint of Trade

17. Areas of Law

  • Contract Law
  • Civil Procedure
  • Restraint of Trade