VBH Singapore Pte Ltd v Technobuilt Construction: Striking Out Claim for Lack of Reasonable Cause of Action
In VBH Singapore Pte Ltd v Technobuilt Construction & Engineering Pte Ltd, the High Court of Singapore heard an application by the second defendant, a director and majority shareholder of the first defendant, to be struck out of the plaintiff's claim for $376,463.05. The plaintiff sought to lift the corporate veil, alleging the first defendant was the alter ego of the second defendant and used to perpetrate fraud. The court struck out the claim against the second defendant, finding no reasonable cause of action based on the pleadings.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim against the second defendant is struck out.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court struck out the claim against the second defendant, a director, finding no reasonable cause to pierce the corporate veil.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Second defendant | Defendant | Individual | Application to strike out claim allowed | Won | |
| VBH Singapore Pte Ltd | Plaintiff | Corporation | Claim against the second defendant struck out | Lost | |
| Technobuilt Construction & Engineering Pte Ltd | Defendant | Corporation | Default judgment entered against the first defendant | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Teck Ping Karen | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Kelvin Tan | M/s Drew & Napier LLC |
| Jason Chen | M/s Drew & Napier LLC |
| A Rajandran | M/S A. Rajandran |
4. Facts
- The plaintiff was a sub-contractor for the first defendant in two projects.
- The plaintiff claimed $376,463.05 from the first defendant for work done.
- Default judgment was entered against the first defendant.
- The plaintiff sought to hold the second defendant personally liable.
- The second defendant was a director and majority shareholder of the first defendant.
- The plaintiff alleged the first defendant was the alter ego of the second defendant.
- The plaintiff alleged the first defendant was used to perpetrate fraud.
5. Formal Citations
- VBH Singapore Pte Ltd v Technobuilt Construction & Engineering Pte Ltd, Suit No 410 of 2012 (Summons No 1741 of 2013), [2013] SGHCR 12
6. Timeline
| Date | Event |
|---|---|
| Writ of Summons filed | |
| Pleadings closed | |
| Parties filed their list of documents | |
| Judgment reserved | |
| Decision Date |
7. Legal Issues
- Piercing the Corporate Veil
- Outcome: The court found no reasonable cause of action to pierce the corporate veil.
- Category: Substantive
- Sub-Issues:
- Alter ego
- Fraudulent use of company
- Related Cases:
- [2013] 2 WLR 557
- [1897] AC 22
- Striking Out Pleadings
- Outcome: The court allowed the application to strike out the pleadings against the second defendant.
- Category: Procedural
- Sub-Issues:
- No reasonable cause of action
- Abuse of process
- Delay in application
- Related Cases:
- [2012] 1 SLR 457
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Fraud
10. Practice Areas
- Commercial Litigation
- Construction Litigation
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tapematic SpA v Wirana Pte Ltd and another | High Court | Yes | [2002] 1 SLR(R) 44 | Singapore | Cited for the principle that a late application to strike out a pleading is not doomed to failure. |
| Orient Centre Investments Ltd and another v Societe Generale | Court of Appeal | Yes | [2007] 3 SLR(R) 566 | Singapore | Cited for the principle that generality and vagueness of claims may require discovery before deciding on a prima facie case. |
| Chee Siok Chin v Minister for Home Affairs | High Court | Yes | [2006] 1 SLR(R) 582 | Singapore | Cited for the categories of proceedings that amount to abuse of process. |
| NCC International AB v Alliance Concrete Singapore Pte Ltd | Court of Appeal | Yes | [2008] 2 SLR(R) 565 | Singapore | Cited for the categories of proceedings that amount to abuse of process. |
| Ng Chee Weng v Lim Jit Ming Bryan | Court of Appeal | Yes | [2012] 1 SLR 457 | Singapore | Cited for the principle that a pleading must fail to make out a reasonable cause of action without reference to other evidence before it can be struck out. |
| Active Timber Agencies Pte Ltd v Allen & Gledhill | High Court | Yes | [1995] 3 SLR(R) 334 | Singapore | Cited for the principle that a reasonable cause of action means a cause of action with some prospect of success when only the allegations in the pleadings are considered. |
| Aron Solomon (Pauper) v A Salomon and Company, Limited | House of Lords | Yes | ]1897] AC 22 | United Kingdom | Cited for establishing the separate legal personality of a company. |
| NEC Asia Pte Ltd v Picket & Rail Asia Pacific Pte Ltd | High Court | No | [2011] 2 SLR 565 | Singapore | Cited to show that evidence of sole shareholding and control of the company without more will not move the court to intervene. |
| Prest v Prest | English Court of Appeal | Yes | [2013] 2 WLR 557 | England and Wales | Cited for the principles in respect of piercing of the corporate veil. |
| Ching Mun Fong v Liu Cho Chit | High Court | Yes | [2000] 1 SLR(R) 53 | Singapore | Cited for the proposition that a court should not strike out a case if the defect or deficiency could be cured by way of amendment. |
| Kim Hok Yung v Cooperative Centrale Raiffeisen-Boerenleenbank BA | High Court | Yes | [2000] 2 SLR(R) 455 | Singapore | Cited for the principle that it is for the plaintiff to ensure that his pleadings are adequate to show that there is a reasonable cause of action. |
13. Applicable Rules
| Rule Name |
|---|
| O18 r 19 of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Corporate veil
- Alter ego
- Piercing the corporate veil
- Reasonable cause of action
- Striking out
- Fraud
- Misrepresentation
15.2 Keywords
- construction
- corporate veil
- striking out
- fraud
- alter ego
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Lifting corporate veil | 80 |
| Contract Law | 70 |
| Building and Construction Contracts | 60 |
| Civil Procedure | 60 |
| Company Law | 60 |
| Fraud and Deceit | 50 |
16. Subjects
- Construction Dispute
- Civil Procedure
- Corporate Law