Raffles Town Club v Lim Eng Hock Peter: Costs Allocation for Breach of Fiduciary Duty Claim

In Suit No 46 of 2006, Raffles Town Club Pte Ltd (RTC) sued Lim Eng Hock Peter, Lawrence Ang, William Tan, and Dennis Foo for breach of fiduciary duties. The High Court of Singapore heard the matter, with Chan Seng Onn J presiding. Judgment was previously given on 29 May 2010 in favour of the defendants in the main action and the third party claims. This judgment concerns the allocation of costs, considering arguments from all parties. The court outlines the principles for awarding costs, including the conduct of the parties and the complexity of the issues.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Costs orders made in favour of the defendants in the Main Action and the Third Party Claims.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Costs allocation in a case where Raffles Town Club sued its former directors for breach of fiduciary duty. The court outlines the principles for awarding costs.

1.7 Decision Date

29 September 2010

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tung Yu-Lien Margaret	Third Party, Respondent	Individual	Third Party Claim Dismissed	Won	Fong Shu Jan Jasmine of Tan Kok Quan Partnership
Raffles Town Club Pte Ltd	Plaintiff	Corporation	Claims Dismissed	Lost	Lim Dao Kai of Allen & Gledhill LLP Ang Cheng Hock of Allen & Gledhill LLP
Lim Eng Hock Peter	Defendant	Individual	Judgment for Defendant	Won	Thio Shen Yi of TSMP Law Corporation Collin Seah Lee Guan of TSMP Law Corporation
Lawrence Ang	Defendant	Individual	Judgment for Defendant	Won	Thio Shen Yi of TSMP Law Corporation Collin Seah Lee Guan of TSMP Law Corporation
William Tan	Defendant	Individual	Judgment for Defendant	Won	Thio Shen Yi of TSMP Law Corporation Collin Seah Lee Guan of TSMP Law Corporation
Dennis Foo	Defendant	Individual	Judgment for Defendant	Won	Johnny Cheo of Cheo Yeoh & Associates LLC
Lin Jian Wei	Third Party, Respondent	Individual	Third Party Claim Dismissed	Won	Burton Chen Nan Chung of Tan Rajah & Cheah Lalitha Rajah of Tan Rajah & Cheah

3. Judges

Judge Name	Title	Delivered Judgment
Chan Seng Onn	Judge	Yes

4. Counsels

Counsel Name	Organization
Fong Shu Jan Jasmine	Tan Kok Quan Partnership
Lim Dao Kai	Allen & Gledhill LLP
Ang Cheng Hock	Allen & Gledhill LLP
Thio Shen Yi	TSMP Law Corporation
Collin Seah Lee Guan	TSMP Law Corporation
Johnny Cheo	Cheo Yeoh & Associates LLC
Burton Chen Nan Chung	Tan Rajah & Cheah
Lalitha Rajah	Tan Rajah & Cheah

4. Facts

Raffles Town Club Pte Ltd sued its former directors for breach of fiduciary duties.
The defendants allegedly siphoned substantial sums of money from RTC for their personal benefit.
The defendants denied the allegations and claimed that the transactions were authorized by the shareholders.
Peter Lim denied being a director or shareholder of RTC at the material time.
The court found that Peter Lim was a de facto director and beneficial shareholder of RTC.
Third party claims were brought against Margaret Tung and Lin Jian Wei, the current directors and shareholders of RTC.
Lawrence Ang and William Tan instituted a counterclaim against Peter Lim and Dennis Foo.

5. Formal Citations

Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties), Suit No 46 of 2006, [2010] SGHC 291

6. Timeline

Date	Event
2006-01-01	Suit No 46 of 2006 filed
2010-05-29	Judgment given in favour of the defendants in the Main Action and the Third Party Claims
2010-08-04	Hearing on costs
2010-09-30	Decision rendered with regard to costs in Suit 46/2006
2001-06-06	RTC S&PA dated
2002-02-18	Deed dated

7. Legal Issues

Allocation of Costs
- Outcome: The court made orders as to costs, considering the conduct of the parties and the complexity of the issues.
- Category: Procedural
Breach of Fiduciary Duty
- Outcome: The court previously found that the defendants had not breached their fiduciary duties.
- Category: Substantive

8. Remedies Sought

Monetary Damages
Indemnity
Contribution

9. Cause of Actions

Breach of Fiduciary Duty
Conspiracy
Unjust Enrichment

10. Practice Areas

Commercial Litigation

11. Industries

Hospitality

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties)	High Court	Yes	[2010] SGHC 163	Singapore	The judgment refers to the main findings in this case.
Chin Yoke Choong Bobby and another v Hong Lam Marine Pte Ltd	N/A	Yes	[1999] 3 SLR(R) 907	Singapore	Cited for the principle that an order for costs of court proceedings could be granted against a non-party where it was just to do so.
Dymocks Franchise Systems (NSW) Pty Ltd v Todd and others (Associated Industrial Finance Pty Ltd, Third Party)	Privy Council	Yes	[2004] 1 WLR 2807	New South Wales	Cited for the principles governing the court’s discretion to order costs to be paid by a non-party.
DB Trustees (Hong Kong) Ltd v Consult Asia Pte Ltd and another appeal	Court of Appeal	Yes	[2010] SGCA 21	Singapore	Cited for the core consideration in relation to the court’s exercise of discretion in ordering costs against a non-party.
Lee Kuan Yew v Vinocur John and others	N/A	Yes	[1996] 1 SLR(R) 840	Singapore	Cited for the principle that costs on an indemnity basis should only be ordered in a special case or where there are exceptional circumstances.
Goodwood Recoveries Ltd v Breen; Breen v Slater	N/A	Yes	[2006] 1 WLR 2723	N/A	Cited as an example of circumstances exceptional enough to warrant costs on indemnity basis.
Heng Holdings SEA (Pte) Ltd v Tomongo Shipping Co Ltd	Court of Appeal	Yes	[1997] 2 SLR(R) 813	Singapore	Cited as a case where costs on an indemnity basis were sought but not awarded.
Ng Eng Ghee and others v Mamata Kapildev Dave and others (Horizon Partners Pte Ltd, intervener) and another appeal	Court of Appeal	Yes	[2009] 4 SLR(R) 155	Singapore	Cited as a case where costs on an indemnity basis were sought but not awarded.
Tullio Planeta v Maoro Andrea G	Court of Appeal	Yes	[1994] 2 SLR(R) 501	Singapore	Cited for the principles governing the award of costs.
In Re Elgindata Ltd (No 2)	English Court of Appeal	Yes	[1993] 1 All ER 232	England	Cited for the principles governing the award of costs.
Denis Matthew Harte v Dr Tan Hun Hoe and Gleaneagles Hospital Ltd	High Court	Yes	[2001] SGHC 19	Singapore	Cited for the principle that the court is entitled to take account of the conduct of parties before and during the trial for the purpose of exercising its discretion on the award of costs.
Baylis Baxter Ltd v Sabath	N/A	Yes	[1958] 2 All ER 209	N/A	Cited for the principle that a successful party may be deprived of his costs if he presents a false case or false evidence.
Colliers International (Singapore) Pte Ltd v Senkee Logistics Pte Ltd	N/A	Yes	[2007] 2 SLR(R) 230	Singapore	Cited for the principle that a certificate will be granted where the services of more than two solicitors are reasonably necessary for the adequate presentation of the case.
New Civibuild Pte Ltd v Guobena Sendirian Berhad and another	High Court	Yes	[2000] SGHC 47	Singapore	Cited for the principle that such a certificate should only be granted in exceptional circumstances.
Edginton v Clark and Another, Macassey and Others (Third Parties)	N/A	Yes	[1964] 1 QB 367	N/A	Cited for the principle that this Court’s discretion to make any order as to costs includes “full and ample power to make such orders as to costs as between plaintiffs, defendants and third and subsequent parties as the justice of the case may require”
Thomas v Times Book Company Limited; Cox (Third Party) and Cleverdon (Fourth Party)	N/A	Yes	[1966] 1 WLR 911	N/A	Cited for the principle that the plaintiff was ordered to bear the costs of the third and fourth parties since the plaintiff’s claim had made the third and fourth party proceedings inevitable.
SAL Industrial Leasing Ltd v Teck Koon (Motor) Trading (a firm)	N/A	Yes	[1998] 1 SLR(R) 501	Singapore	Cited for the principle that the plaintiff should pay the defendant’s costs for issuing third party proceedings was upheld.
Wing Joo Loong Ginseng Hong (Singapore) Co Pte Ltd v Qinghai Xinyuan Foreign Trade Co Ltd	Court of Appeal	Yes	[2009] 2 SLR(R) 814	Singapore	Cited for the principle that the usual order where different parties with broadly similar interests are represented by different counsel is just one set of costs.

13. Applicable Rules

Rule Name
Order 59 Rule 3(2) of the Rules of Court
Order 59 Rule 27(1)
Order 59 Rule 6A
Order 59 Rule 19(1)
Order 59 Rule 19(3)

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R5, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Fiduciary Duty
Costs
Indemnity Basis
Third Party Claims
De Facto Director
Beneficial Shareholder
Shareholders' Authorization

15.2 Keywords

costs
fiduciary duty
directors
shareholders
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Fiduciary Duties	95
Costs	90
Company Law	70
Contract Law	30

16. Subjects

Costs Allocation
Breach of Fiduciary Duty
Company Law