Anwar v Ng Chong & Hue: Breach of Retainer, Negligence & Reasonable Settlement
In Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another, the Singapore Court of Appeal heard an appeal regarding the reasonableness of a settlement between Anwar Patrick Adrian and Andrew Francis Anwar (the Appellants) and Société Générale Bank & Trust (SGBT). The Appellants had sued Ng Chong & Hue LLC (NCH) and Ng Soon Kai (the Respondents) for breach of an implied retainer and negligence. The Court of Appeal had previously found the Respondents liable and remitted the issue of the settlement's reasonableness to the High Court. The High Court found the settlement unreasonable and awarded nominal damages. The Court of Appeal allowed the appeal, finding the settlement reasonable and ordering the Respondents to pay US$1 million to the Appellants.
1. Case Overview
1.1 Court
Court of Appeal1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The Court of Appeal held that the settlement between the Anwars and SGBT was reasonable, and NCH was liable for damages.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| PATRICK ADRIAN ANWAR | Appellant | Individual | Appeal Allowed | Won | Tan Cheng Han, P Balachandran, Luo Ling Hui |
| ANDREW FRANCIS ANWAR | Appellant | Individual | Appeal Allowed | Won | Tan Cheng Han, P Balachandran, Luo Ling Hui |
| NG CHONG & HUE LLC | Respondent | Corporation | Appeal Dismissed | Lost | Michael Khoo, Josephine Low, Chiok Beng Piow |
| NG SOON KAI | Respondent | Individual | Appeal Dismissed | Lost | Michael Khoo, Josephine Low, Chiok Beng Piow |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chao Hick Tin | Justice of the Court of Appeal | No |
| Andrew Phang Boon Leong | Justice of the Court of Appeal | Yes |
| Judith Prakash | Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tan Cheng Han | Robert Wang & Woo LLP |
| P Balachandran | Robert Wang & Woo LLP |
| Luo Ling Hui | Robert Wang & Woo LLP |
| Michael Khoo | Michael Khoo & Partners |
| Josephine Low | Michael Khoo & Partners |
| Chiok Beng Piow | Michael Khoo & Partners |
4. Facts
- Adrian and Francis are the sons of Agus Anwar, who had a credit facility with SGBT.
- Agus was requested to provide additional collateral as the market value of the existing collateral had crashed.
- Agus approached Ng to act for him after SGBT demanded payment or additional collateral.
- Agus agreed to provide additional collateral in the form of mortgages over properties held in the names of the Appellants and companies.
- SGBT commenced legal proceedings against Agus, the Appellants, and the Companies after Agus failed to meet his obligations.
- The Appellants entered into a settlement agreement with SGBT to pay US$2m in settlement of any outstanding liability.
- The Appellants eventually made payment of US$1m in accordance with the payment schedule set out in the settlement agreement.
5. Formal Citations
- Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another, Civil Appeal No 194 of 2014, [2015] SGCA 49
- Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another, , [2014] SGHC 234
6. Timeline
| Date | Event |
|---|---|
| Agus was requested to provide additional collateral. | |
| SGBT sold off some of the shares pledged by Agus. | |
| SGBT demanded Agus pay the outstanding loan amount or provide additional collateral. | |
| Agus approached Ng to act for him. | |
| SGBT commenced legal proceedings against Agus, the Appellants, and the Companies. | |
| The Appellants filed their defence. | |
| Judgment in default was entered against Agus and the Companies. | |
| SGBT filed an application for summary judgment against the Appellants. | |
| The Court of Appeal allowed the appeal and the Appellants were given unconditional leave to defend. | |
| Settlement agreement was entered into by SGBT and the Appellants. | |
| Allen & Gledhill LLP confirmed that there were no outstanding payments under the settlement agreement. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Retainer
- Outcome: The Court of Appeal had previously found that Ng (and consequently, NCH) was in breach of the implied retainer which he had entered into with the Appellants.
- Category: Substantive
- Negligence
- Outcome: The Court of Appeal had previously found that Ng (and consequently, NCH) had failed to take reasonable care in advising the Appellants of the contents of the security documents. The Appellants’ claim in negligence therefore succeeded.
- Category: Substantive
- Reasonableness of Settlement
- Outcome: The Court of Appeal found that the settlement entered into between the Appellants and SGBT was reasonable, and that it may be regarded as reflecting the proper measure of loss suffered by the Appellants.
- Category: Substantive
- Related Cases:
- [2007] 4 SLR(R) 855
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Implied Retainer
- Negligence
10. Practice Areas
- Commercial Litigation
- Professional Liability
11. Industries
- Banking
- Legal Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another | High Court | Yes | [2014] SGHC 234 | Singapore | The judgment being appealed from, where the Judge held that the settlement between the appellants and SGBT was not reasonable. |
| Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another | Court of Appeal | Yes | [2014] 3 SLR 761 | Singapore | The prior Court of Appeal judgment that established liability of the respondents and remitted the issue of damages to the High Court. |
| Britestone Pte Ltd v Smith & Associates Far East, Ltd | Court of Appeal | Yes | [2007] 4 SLR(R) 855 | Singapore | Cited for the factors to consider when determining the reasonableness of a settlement. |
| Biggin & Co Ltd v Permanite Ltd and Others | English Court of Appeal | Yes | [1951] 2 KB 314 | England and Wales | Cited for the principle that the question is whether the settlement was a reasonable one. |
| P & O Developments Ltd | English High Court | Yes | (1998) 62 Con LR 38 | England and Wales | Cited for the observation that whether the plaintiffs acted reasonably may have an evidential bearing on whether the settlement was reasonable. |
| The MARA | Court of Appeal | Yes | [2000] 3 SLR(R) 31 | Singapore | Cited for the recognition of the benevolence principle under Singapore law. |
| John F Hunt Demolition Ltd v ASME Engineering Ltd | English High Court | Yes | [2008] Bus LR 558 | England and Wales | Cited for the principle that the consequence of an unreasonable settlement must be that the settlement amount cannot be taken as the measure of the plaintiff’s loss. |
| China and South Sea Bank Ltd v Tan Soon Gin (alias George Tan) | Privy Council | Yes | [1990] 1 AC 536 | Hong Kong | Cited for the principle that a creditor is not obligated to liquidate collateral before pursuing a surety for the full debt. |
| Teo Siew Har v Oversea-Chinese Banking Corp Ltd | Court of Appeal | Yes | [1999] 2 SLR(R) 619 | Singapore | Followed the approach in China and South Sea Bank, holding that mortgagees were not obliged to do anything. |
| Brown Noel Trading Pte Ltd v Donald & McArthy Pte Ltd | Court of Appeal | Yes | [1996] 3 SLR(R) 760 | Singapore | Cited for the principle that a settlement is reasonable if the solicitors' advice was not patently wrong or suspicious. |
| Anwar Patrick Adrian and another v Ng Chong & Hue LLC and another | High Court | Yes | [2013] SGHC 202 | Singapore | The High Court decision on liability that was reversed on appeal. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Settlement Agreement
- Implied Retainer
- Negligence
- Reasonable Settlement
- Security Documents
- Collateral
- Forbearance Agreement
- Personal Guarantees
- Mortgages
15.2 Keywords
- breach of retainer
- negligence
- settlement
- damages
- legal malpractice
- Singapore
- Court of Appeal
16. Subjects
- Contract Law
- Tort Law
- Legal Malpractice
- Settlements
17. Areas of Law
- Contract Law
- Tort Law
- Civil Procedure
- Professional Negligence