Zim Integrated Shipping Services v Dafni Igal: Breach of Fiduciary Duty & Contract Claims
Zim Integrated Shipping Services Ltd, Gold Star Line Ltd, Seth Shipping Ltd, and Star Shipping Agencies (Singapore) Pte Ltd sued Dafni Igal, Benedict Ng Koo Kay, Rajathurai Suppiah, Starship Agencies Sdn Bhd, Starship Carriers Agencies Pte Ltd, and Charter Shipping Agencies (S) Pte Ltd in the High Court of Singapore, alleging breach of fiduciary duties and contract. The plaintiffs claimed that Captain Dafni, an ex-employee, breached his duties, and the other defendants induced this breach. Lai Siu Chiu J dismissed all claims, finding no evidence to support the allegations.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiffs' claims dismissed with costs to the defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Shipping company sues ex-employee for breach of fiduciary duty and contract. Court dismisses all claims, finding no breach proven.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Zim Integrated Shipping Services Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Goh Phai Cheng, Mark Goh Aik Leng |
| Gold Star Line Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Goh Phai Cheng, Mark Goh Aik Leng |
| Seth Shipping Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Goh Phai Cheng, Mark Goh Aik Leng |
| Star Shipping Agencies (Singapore) Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Goh Phai Cheng, Mark Goh Aik Leng |
| Dafni Igal | Defendant | Individual | Judgment for Defendant | Won | Benny Jude Philomen, K Muraitherapany, Pey Yin Jie |
| Benedict Ng Koo Kay | Defendant | Individual | Judgment for Defendant | Won | Benny Jude Philomen, K Muraitherapany, Pey Yin Jie |
| Rajathurai Suppiah | Defendant | Individual | Judgment for Defendant | Won | Benny Jude Philomen, K Muraitherapany, Pey Yin Jie |
| Starship Agencies Sdn Bhd | Defendant | Corporation | Judgment for Defendant | Won | Lee Hwee Khiam Anthony, Audrey Thng, Marina Chua |
| Starship Carriers Agencies Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Lee Hwee Khiam Anthony, Audrey Thng, Marina Chua |
| Charter Shipping Agencies (S) Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Lee Hwee Khiam Anthony, Audrey Thng, Marina Chua |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Goh Phai Cheng | Mark Goh & Co |
| Mark Goh Aik Leng | Mark Goh & Co |
| Benny Jude Philomen | Joseph Tan Jude Benny |
| K Muraitherapany | Joseph Tan Jude Benny |
| Pey Yin Jie | Joseph Tan Jude Benny |
| Lee Hwee Khiam Anthony | Bih Li & Lee |
| Audrey Thng | Bih Li & Lee |
| Marina Chua | Bih Li & Lee |
4. Facts
- Captain Dafni was employed by Zim Shipping and held various important positions.
- Captain Dafni resigned from Zim Shipping and joined a competitor.
- Starship Agencies was a shipping agent for GSL and Star Shipping Agencies in Malaysia.
- Plaintiffs alleged Starship Agencies failed to disclose rebates and secure competitive rates.
- Plaintiffs alleged Captain Dafni breached fiduciary duties and employment contract.
- Plaintiffs alleged Starship Carriers passed off its business as originating from the plaintiffs.
- Plaintiffs alleged a planned purchase of IFL and a vessel to compete with their business.
5. Formal Citations
- Zim Integrated Shipping Services Ltd and others v Dafni Igal and others, Suit No 755 of 2007, [2010] SGHC 8
6. Timeline
| Date | Event |
|---|---|
| Captain Dafni joined Zim Shipping as a seaman. | |
| Captain Dafni appointed Managing Director of GSL. | |
| Starship Agencies entered into a Standard Agency Agreement with Star Shipping Agencies. | |
| Standard Agency Agreement between Starship Agencies and Star Shipping Agencies executed. | |
| Starship Agencies appointed as GSL’s shipping agent in Malaysia. | |
| GSL started a service between various ports in South East Asia via Port Klang to Colombo. | |
| Captain Dafni appointed as a director of GSL. | |
| Employment contract between Captain Dafni and Zim Shipping signed. | |
| Charter Shipping Agencies (S) Pte Ltd incorporated. | |
| Charter Shipping employed Captain Dafni as a consultant. | |
| Starship Carriers Agencies Pte Ltd incorporated. | |
| Captain Dafni ceased being Managing Director of GSL. | |
| Captain Dafni appointed President of Zim Shipping for Asia region. | |
| Captain Dafni appointed Director of Star Shippings Agencies. | |
| Zim Logistics S.E.A. Pte Ltd formally incorporated. | |
| Alleged planned purchase of International Freight Logistics LLC. | |
| Suppiah became a director of Charter Shipping. | |
| Alleged planned purchase of MV Pancon Diamond. | |
| Starship Carriers transferred US$80,000 to Maxwin International Development Ltd. | |
| Johnny Lim passed away. | |
| Captain Dafni resigned from Zim Shipping. | |
| Captain Dafni ceased being Director of Star Shippings Agencies. | |
| Captain Dafni joined Cheng Lie Navigation Co. | |
| Suit No 755 of 2007 filed. | |
| Captain Dafni commenced Summons No 537 of 2008 seeking a stay of proceedings. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found no evidence of a breach of fiduciary duty by Captain Dafni.
- Category: Substantive
- Sub-Issues:
- Failure to disclose rebates and waivers
- Failure to secure competitive rates
- Conflict of interest
- Failure to disclose relationship with other parties
- Inducing Breach of Contract
- Outcome: The court found no evidence that the defendants induced Captain Dafni to breach his employment contract.
- Category: Substantive
- Passing Off
- Outcome: The court dismissed the claim for passing off, finding no evidence of goodwill or misrepresentation.
- Category: Substantive
- Breach of Agency Duty
- Outcome: The court found no evidence that Starship Agencies breached its duty as an agent.
- Category: Substantive
- Sub-Issues:
- Failure to account for monies received
- Failure to secure best rates
8. Remedies Sought
- Monetary Damages
- Injunctive Relief
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Inducing Breach of Contract
- Passing Off
- Breach of Agency Duty
10. Practice Areas
- Commercial Litigation
- Shipping
- Breach of Contract
- Breach of Fiduciary Duty
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tribune Investment Trust Inc v Soosan Trading Co Ltd | Court of Appeal | Yes | [2000] 3 SLR 405 | Singapore | Cited for the elements required to establish a claim for the tort of inducing a breach of contract. |
| OBG v Allan | House of Lords | Yes | [2008] 1 AC 1 | United Kingdom | Cited for clarification on the element of intention in the tort of inducing a breach of contract. |
| British Industrial Plastics Ltd v Ferguson | House of Lords | Yes | [1940] 1 All ER 479 | United Kingdom | Cited to illustrate that knowledge of procuring an act which is a breach of contract is insufficient for liability; actual realization of the breach is required. |
| A Perspective on the Economic Torts | N/A | No | [1996] SJLS 482 | N/A | Cited for the argument that there is no reason for the distinction in accessory liability between equity and tort law. |
| Metall und Rohstoff AG v Donaldson Lufkin & Jenrette Inc | UK Court of Appeal | No | [1990] 1 QB 391 | United Kingdom | Cited regarding the expansion of protection for vulnerable beneficiaries and whether such expansion should take place by relaxing the requirements for knowing receipt and/or dishonest assistance, or by introducing tortious liability for accessory assistance. |
| Canadian Pacific (Bermuda) Ltd v Nederkoorn Pte Ltd | Court of Appeal | No | [1999] 2 SLR 18 | Singapore | Cited regarding the argument that the tort of interference with contractual relations had been extended to procuring or inducing a fiduciary duty. |
| Regal (Hastings) Ltd v Gulliver | N/A | No | [1967] 2 AC 134 | N/A | Cited to illustrate that a breach of fiduciary duty does not necessarily result in a loss. |
| The Prudential Assurance Co Ltd v Lorenz | N/A | No | [1971] 11 KIR 78 | N/A | Cited by the appellants that the tort of interference with contractual relations had been extended to procuring or inducing a fiduciary duty. |
| Syarikat Jenka Sdn Bhd v Abdul Rashid bin Harun | N/A | Yes | [1981] 1 MLJ 201 | N/A | Cited for the principle that in order to rely on s 32(b) of the Evidence Act, it is incumbent on the plaintiffs to show that the letters came within the scope of the section and in particular, that it was made in the ordinary course of business. |
| Novelty Pte Ltd v Amanresorts Ltd | Court of Appeal | Yes | [2009] 3 SLR 216 | Singapore | Cited for the elements required to succeed in a claim for passing-off. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| International Arbitration Act (Cap 143A, 2002 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2008 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Rebates
- Waivers
- Fiduciary Duty
- Employment Contract
- Shipping Agent
- Passing Off
- Container Shipping
- Port Tariffs
- Shipping Services
- Freight Forwarding
15.2 Keywords
- Shipping
- Fiduciary Duty
- Contract
- Rebates
- Agency
- Singapore
16. Subjects
- Shipping Dispute
- Breach of Contract
- Breach of Fiduciary Duty
- Agency Law
- Passing Off
17. Areas of Law
- Contract Law
- Agency Law
- Fiduciary Duty
- Tort Law
- Company Law
- Shipping Law