Lateral Capital Group v ChemOne: Finance Advisory Fee Dispute over Jurong Aromatics Project

In a dispute before the High Court of Singapore on 2013-07-23, Lateral Capital Group Pte Ltd (“LCG”) sued ChemOne Holdings Pte Ltd (“ChemOne”) for unpaid finance advisory fees related to the Jurong Aromatics Corporation project. The court addressed whether LCG's fee was conditional on closing a specific transaction, the quantum of fees payable, LCG's claim for additional services, and ChemOne's counterclaim for mistaken payment. The court found that LCG's fee was not conditional on closing the transaction, determined the quantum of the fee payable, and dismissed both LCG's claim for additional services and ChemOne's counterclaim.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Plaintiff in part; Defendant's counterclaim dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Extempore Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Finance advisory fee dispute. High Court held Lateral Capital Group's fee wasn't conditional on closing JAC Sub-Debt Transaction. ChemOne's counterclaim dismissed.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lateral Capital Group Pte LtdPlaintiffCorporationJudgment for Plaintiff in partPartial
ChemOne Holdings Pte LtdDefendantCorporationCounterclaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Belinda Ang Saw EanJudgeYes

4. Counsels

Counsel NameOrganization
Gan Kam YuinBih Li & Lee
Cheng Geok Lin AngelynBih Li & Lee
Ling Daw Hoang PhilipWong Tan & Molly Lim LLC
Ang Hou FuWong Tan & Molly Lim LLC

4. Facts

  1. Lateral Capital Group (LCG) was engaged to provide finance advisory services to ChemOne Holdings for the Jurong Aromatics Corporation (JAC) project.
  2. The engagement was formalized through an Engagement Letter dated 7 December 2009.
  3. LCG led negotiations with Abu Dhabi Investment Council (ADIC) regarding the JAC Sub Debt.
  4. Discussions with Standard Chartered, BP, and Icon, which achieved legal closing, were led by ChemOne's internal team.
  5. LCG claimed US$768,042 in fees, while ChemOne argued the fee should be US$470,387.50.
  6. LCG also claimed S$40,000 for continued services after the Secondee Contract termination.
  7. ChemOne counterclaimed for S$30,000 paid to LCG, alleging a mistake of fact.

5. Formal Citations

  1. Lateral Capital Group Pte Ltd v ChemOne Holdings Pte Ltd, Suit No 265 of 2012, [2013] SGHC 143

6. Timeline

DateEvent
Engagement Letter signed
JAC Subordinated Facilities Agreement dated
Robin Leigh’s Secondee Contract terminated
ChemOne paid S$10,000 monthly to LCG
ChemOne paid S$10,000 monthly to LCG
ChemOne paid S$10,000 monthly to LCG
Suit filed
Judgment issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that LCG's entitlement to be paid a Fee as calculated in the Scope of Work is not conditional upon LCG showing that the negotiations that LCG led with the potential investors resulted in the potential investors closing the JAC Sub-Debt Transaction with JAC.
    • Category: Substantive
    • Sub-Issues:
      • Construction of contract terms
      • Entitlement to fees
  2. Mistake of Fact
    • Outcome: The court held that the S$30,000 was not paid under a mistake of fact.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Recovery of Payment

9. Cause of Actions

  • Breach of Contract
  • Quantum Meruit
  • Money Had and Received

10. Practice Areas

  • Commercial Litigation
  • Finance Advisory

11. Industries

  • Chemicals
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lee Siong Kee v Beng Tiong Trading, Import and Export (1988) Pte LtdHigh CourtYes[2000] 3 SLR(R) 386SingaporeCited for the principle that it is not permissible to imply a promise that is inconsistent with the express terms of the contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Engagement Letter
  • Scope of Work
  • Finance Advisory Services
  • Jurong Aromatics Corporation (JAC) Project
  • JAC Sub-Debt Transaction
  • Legal Closing
  • Total Funds Committed to be Advanced
  • Capitalised Interest
  • Secondee Contract
  • Quantum Meruit
  • Mistake of Fact

15.2 Keywords

  • Finance Advisory
  • Contract
  • Fee Dispute
  • Jurong Aromatics
  • Singapore High Court

17. Areas of Law

Area NameRelevance Score
Contract Law75
Finance Advisory Services65
Breach of Contract60
Business Litigation50
Quantum meruit40
Mistake of fact35
Agency Law30

16. Subjects

  • Contract Dispute
  • Financial Advisory Services
  • Commercial Law