Swiss Butchery Pte Ltd v Huber Ernst: Breach of Fiduciary Duty & Conspiracy
In Swiss Butchery Pte Ltd v Huber Ernst, the High Court of Singapore heard appeals regarding the Assistant Registrar's decision on damages for Suit 245, consolidated with Suit 222. Swiss Butchery sued Huber Ernst and others for breach of fiduciary duties and conspiracy related to the diversion of Swiss Butchery's wholesale and production operations to Huber's Pte Ltd. The court awarded damages to Swiss Butchery for the diversion of wholesale business, production operations, and the sale of a lorry, and nominal damages for the usurpation of a business opportunity. Ernst's claim against the other shareholders of SB for relief under s 216 of the Companies Act was not mentioned in this decision.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Damages awarded to the plaintiff, Swiss Butchery Pte Ltd, for diversion of wholesale business, production operations, and sale of lorry. Nominal damages awarded for usurpation of business opportunity.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Swiss Butchery sued Huber Ernst for breach of fiduciary duty and conspiracy. The court assessed damages related to diversion of business and assets.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Huber’s Pte Ltd | Defendant, Appellant | Corporation | Appeal Dismissed | Lost | |
| Swiss Butchery Pte Ltd | Plaintiff, Respondent | Corporation | Damages Awarded | Partial | |
| Huber Ernst | Defendant, Appellant | Individual | Appeal Dismissed | Lost | |
| Huber Ryan Ernst | Defendant, Appellant | Individual | Appeal Dismissed | Lost | |
| Huber Andre Rudolf | Defendant, Appellant | Individual | Appeal Dismissed | Lost | |
| Huber’s Butchery | Defendant, Appellant | Other | Appeal Dismissed | Lost | |
| Thomas Norbert Kreissl | Defendant | Individual | Claim Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
4. Facts
- Ernst and Ryan, directors of Swiss Butchery, diverted wholesale and production operations to Huber's Pte Ltd.
- Ernst misled NTUC FairPrice representatives to believe that HPL and SB were related.
- HPL purchased a property at 161 Pandan Loop as a food factory.
- Swiss Butchery ceased its wholesale and production operations in March 2007.
- Swiss Butchery sold its MADO Mincer to HPL.
- Ernst's services as Managing Director and his directorship were terminated in January 2008.
5. Formal Citations
- Swiss Butchery Pte Ltd v Huber Ernst and others and another suit, Suit No 222 of 2008 consolidated with Suit No 245 of 2008 (Registrar's Appeal No 428 of 2012 and No 433 of 2012), [2013] SGHC 151
6. Timeline
| Date | Event |
|---|---|
| Huber's Pte Ltd incorporated. | |
| Andre Huber joined Huber's Pte Ltd. | |
| Huber's Pte Ltd purchased a property at 161 Pandan Loop. | |
| Swiss Butchery's wholesale and production operations ceased and were taken over by Huber's Pte Ltd. | |
| Swiss Butchery sold its MADO Mincer to Huber's Pte Ltd. | |
| Huber's Butchery registered. | |
| Huber's Butchery operated the Bukit Timah Plaza outlet. | |
| Ernst Huber's employment and directorship terminated. | |
| Suits consolidated by Order of Court. | |
| Court decision on damages components. | |
| Quantum of damages confirmed. | |
| Decision on Issue 3 varied to $1,000. | |
| Decision Date |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Ernst and Ryan breached their fiduciary duties to Swiss Butchery.
- Category: Substantive
- Sub-Issues:
- Diversion of business opportunity
- Divestment of company assets
- Tort of Conspiracy
- Outcome: The court found that Ernst and Ryan engaged in a conspiracy to injure Swiss Butchery.
- Category: Substantive
- Sub-Issues:
- Agreement to injure
- Unlawful means
- Assessment of Damages
- Outcome: The court determined the appropriate method for assessing damages, considering factors such as the multiplier, multiplicand, discount rate, and gross profit margin.
- Category: Procedural
- Sub-Issues:
- Multiplier
- Multiplicand
- Discount rate
- Gross profit margin
- Attrition rate
8. Remedies Sought
- Damages
- Account of Profits
9. Cause of Actions
- Breach of Fiduciary Duty
- Conspiracy to Injure
10. Practice Areas
- Commercial Litigation
- Director's Duties
11. Industries
- Food and Beverage
- Retail
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Livingstone v Rawyards Coal Co | House of Lords | Yes | (1880) 5 App Cas 25 | United Kingdom | Cited for the principle that damages in tort aim to put the claimant back in the position they would have been in had the tort not occurred. |
| Wishing Star Ltd v Jurong Town Corp | Court of Appeal | Yes | [2008] 2 SLR(R) 909 | Singapore | Cited for reiterating the principle that damages in tort are compensatory. |
| MFM Restaurants Pte Ltd v Fish & Co Restaurants Pte Ltd | Court of Appeal | No | [2011] 1 SLR 150 | Singapore | Cited as a guide for dividing the period for assessing damages between the breach period and the post-breach period. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Fiduciary Duty
- Conspiracy
- Damages Assessment
- Wholesale Business
- Production Operations
- NTUC FairPrice
- Gross Profit Margin
- Attrition Rate
- Multiplier
- Multiplicand
15.2 Keywords
- fiduciary duty
- conspiracy
- damages
- wholesale
- production
- butchery
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Fiduciary Duties | 90 |
| Conspiracy by Unlawful Means | 85 |
| Damages | 80 |
| Director's Duties | 80 |
| Company Law | 75 |
| Fraud and Deceit | 70 |
| Corporate Law | 70 |
| Commercial Litigation | 60 |
| Contract Law | 50 |
16. Subjects
- Company Law
- Tort Law
- Commercial Law