Goldrich Venture Pte Ltd v Halcyon Offshore Pte Ltd: Fraudulent Misrepresentation & Marine Industry Sponsorship Scheme

In Goldrich Venture Pte Ltd and another v Halcyon Offshore Pte Ltd, the High Court of Singapore addressed a claim by Goldrich Venture Pte Ltd and Gates Offshore Pte Ltd against Halcyon Offshore Pte Ltd for fraudulent misrepresentation. The plaintiffs alleged that Halcyon, through its agent, made representations that foreign workers recruited by the plaintiffs would be deployed at Halcyon's shipyard upon payment of a service fee. The plaintiffs claimed damages for service fees paid and expenses incurred. The court dismissed the suit, finding that the plaintiffs failed to prove the alleged representations were made, that the representations were false statements of fact, or that they were made with fraudulent intent. The court also found that the plaintiffs failed to prove their claimed losses.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Suit dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Goldrich Venture v Halcyon Offshore: A case on fraudulent misrepresentation regarding foreign worker deployment under the Marine Industry Sponsorship Scheme.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Goldrich Venture Pte LtdPlaintiffCorporationClaim DismissedLostSim Chong, Glenn Knight Jeyasingam, Susan Jacob
Gates Offshore Pte LtdPlaintiffCorporationClaim DismissedLostSim Chong, Glenn Knight Jeyasingam, Susan Jacob
Halcyon Offshore Pte LtdDefendantCorporationCounterclaim WithdrawnWithdrawnChan Kah Keen Melvin, Tan Pei Qian Rachel, Tan Tho Eng

3. Judges

Judge NameTitleDelivered Judgment
Steven ChongJudgeYes

4. Counsels

Counsel NameOrganization
Sim ChongInstructed
Glenn Knight JeyasingamGlenn Knight
Susan JacobGlenn Knight
Chan Kah Keen MelvinTSMP Law Corporation
Tan Pei Qian RachelTSMP Law Corporation
Tan Tho EngChen Daorong

4. Facts

  1. Plaintiffs claimed Mr. Choo, an agent of Halcyon, represented that foreign workers would be deployed at Halcyon's shipyard upon payment of a service fee.
  2. Plaintiffs became Halcyon's resident contractors and recruited 618 foreign workers, paying over $2 million in service fees.
  3. None of the recruited workers were gainfully deployed for any work at Halcyon's shipyard.
  4. Ministry of Manpower investigated after foreign workers sought redress, revealing unacceptable accommodation.
  5. Mr. Lee, the plaintiffs' director, was convicted for failing to provide acceptable accommodation and pay salaries on time.
  6. Plaintiffs commenced a suit claiming $4,985,212 for breach of contract and fraudulent misrepresentation.
  7. Plaintiffs abandoned their breach of contract claim, and the defendant withdrew its counterclaim.

5. Formal Citations

  1. Goldrich Venture Pte Ltd and another v Halcyon Offshore Pte Ltd, Suit No 452 of 2012/W, [2015] SGHC 103

6. Timeline

DateEvent
Goldrich Venture Pte Ltd incorporated as P.A. San Venture Pte Ltd.
Halcyon engaged Mr. Choo as a labour consultant.
Alleged representations made by Mr. Choo to Mr. Lee.
Halcyon applied to be classified as a sponsoring shipyard.
Halcyon granted status of sponsoring shipyard.
Halcyon requested that six companies, including Goldrich, be registered as its resident contractors.
MOM informed Halcyon that nominated companies had been registered as its resident contractors.
Goldrich and Halcyon concluded an agreement for the supply of labour.
Gates Offshore Pte Ltd incorporated.
Alleged representations made by Mr. Choo to Mr. Lee.
Gates appointed as one of Halcyon’s resident contractors.
Halcyon and Gates concluded an agreement for the supply of labour.
Alleged representations made by Mr. Choo to Mr. Lee.
Alleged representations made by Mr. Choo to Mr. Lee.
Mr. Choo formally employed by Halcyon.
Halcyon informed that its status as a sponsoring shipyard was being re-evaluated.
Second plaintiff issued invoices for work allegedly carried out for three of the defendant’s subsidiaries.
Halcyon received letter from MOM stating it was no longer eligible to be classified as a sponsoring shipyard.
Mr. Lee received a call from Ms Chai regarding contracts with Halcyon.
Gates and Halcyon concluded a Fabrication, Assembly and Installation Service Agreement.
Gates and Halcyon concluded a Fabrication, Assembly and Installation Service Agreement.
Second plaintiff issued invoices for work allegedly carried out for three of the defendant’s subsidiaries.
Halcyon appealed against the MOM’s decision.
Second plaintiff sent a letter to the MOM exhibiting photographs.
Mr. Lee met Mr. Ong for the first time.
MOM informed Halcyon that its appeal was unsuccessful.
MOM informed the plaintiffs that they had been reclassified as common contractors.
Mr. Lee was prosecuted and convicted for failing to provide acceptable accommodation and for failing to pay the salaries of the foreign workers on time.
Mr. Lee sent letters to the defendant requesting compensation for losses sustained.
Mr. Lee sent letters to the defendant requesting compensation for losses sustained.
Plaintiffs commenced suit against defendant.
Judgment reserved.

7. Legal Issues

  1. Fraudulent Misrepresentation
    • Outcome: The court found that the plaintiffs failed to prove that the alleged representations were made, that the representations were false statements of fact, or that they were made with fraudulent intent.
    • Category: Substantive
    • Related Cases:
      • [2012] 1 SLR 751
      • [2001] 2 SLR(R) 435
      • (1889) 14 App Cas 337
  2. Agency
    • Outcome: The court found that Mr. Choo had apparent authority to make representations on the allocation of work to the resident contractors.
    • Category: Substantive
    • Related Cases:
      • [2002] 2 SLR(R) 407
      • [1986] 2 Lloyd’s Rep 109
      • [1992] 2 SLR(R) 403
  3. Incorporation and Standing
    • Outcome: The court held that the fact that the second plaintiff had not been incorporated at the time the first alleged representation was made is not, by itself, an insuperable obstacle to the second plaintiff’s claim, provided the alleged representations were intended to be of continuing character and intended to be relied on by the second plaintiff after its incorporation.
    • Category: Procedural
    • Related Cases:
      • (1965) 65 SR (NSW) 172
      • [2014] AC 1093
      • [1954] AC 333

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Fraudulent Misrepresentation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Marine
  • Construction

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Lee Chiang Theng v Public Prosecutor and other mattersHigh CourtYes[2012] 1 SLR 751SingaporeCited for the facts of the criminal proceedings against Mr. Lee and the summary of the Marine Industry Sponsorship Scheme.
Leslie Leithead Pty Co Ltd v BarberNew South Wales Court of AppealYes(1965) 65 SR (NSW) 172AustraliaCited as a seminal decision on whether a company can bring a claim in misrepresentation based on representations made to its promoter before incorporation.
Djaw Pty Ltd v Schmitz and OrsQueensland District CourtYes[2002] QDC 168AustraliaCited for applying the principle in Leslie Leithead.
Peconic Industrial Development Ltd and Another v Chio Ho Cheong and OthersHong Kong Court of First InstanceYes[2006] HKCFI 524Hong KongCited for applying the principle in Leslie Leithead.
Richard Butler-Creagh v Aida HershamHigh Court of Justice of England and Wales, Queen’s Bench DivisionYes[2011] EWHC 2525 (QB)England and WalesCited for applying the principle in Leslie Leithead.
Cramaso LLP v Ogilvie-Grant and othersSupreme Court of the United KingdomYes[2014] AC 1093United KingdomCited for the principle that a representation made to a promoter, intended to be acted upon by the company when formed, becomes a representation to the company.
Briess v WoolleyHouse of LordsYes[1954] AC 333United KingdomCited for the principle that a fraudulent misrepresentation is of a continuing character and a cause of action arises when the plaintiffs acted on the fraudulent misrepresentation to their detriment.
Yokogawa Engineering Asia Pte Ltd v Transtel Engineering Pte LtdHigh CourtYes[2009] 2 SLR(R) 532SingaporeCited for the doctrine of continuing representation.
Smith v KayHouse of LordsYes(1859) 7 HLC 750United KingdomCited for the doctrine of continuing representation.
With v O’FlanaganCourt of AppealYes[1936] 1 Ch 575England and WalesCited for the doctrine of continuing representation.
Thode Gerd Walter v Mintwell Industry Pte LtdHigh CourtYes[2009] SGHC 44SingaporeCited for the principle that a representation made to a third party for intended transmission to the plaintiff can be actionable.
Pilmore v HoodCourt of Common PleasYes(1838) 5 Bing (NC) 98England and WalesCited for the principle that a representation made to a third party for intended transmission to the plaintiff can be actionable.
Clef Aquitaine SARL and another v Laporte Materials (Barrow) Ltd and anotherCourt of AppealYes[2001] 1 QB 488England and WalesCited for the principle that a representation made to a third party for intended transmission to the plaintiff can be actionable.
White v JonesHouse of LordsYes[1995] 2 AC 207United KingdomCited by analogy for the legal policy consideration that a wrong should be compensable.
Tribune Investment Trust Inc v Soosan Trading Co LtdCourt of AppealYes[2002] 2 SLR(R) 407SingaporeCited for the definition of ostensible authority.
Armagas Ltd v Mundogas SAHouse of LordsYes[1986] 2 Lloyd’s Rep 109United KingdomCited for the definition of ostensible authority.
Sigma Cable Co (Pte) Ltd v NEI Parsons LtdHigh CourtYes[1992] 2 SLR(R) 403SingaporeCited for the requirement that a representation as to an agent's authority must be made by the principal, not the agent.
Tang Yoke Kheng (trading as Niklex Supply Co) v Lek Benedict and othersCourt of AppealYes[2005] 3 SLR(R) 263SingaporeCited for the principle that a higher standard of proof is required in cases involving allegations of fraud.
Chua Kwee Chen and others (as Westlake Eating House) and another v Koh Choon ChinHigh CourtYes[2006] 3 SLR(R) 469SingaporeCited for the principle that a higher standard of proof is required in cases involving allegations of fraud.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and anotherCourt of AppealYes[2013] 3 SLR 801SingaporeCited for the principle that a higher standard of proof is required in cases involving allegations of fraud.
Sandz Solutions (Singapore) Pte Ltd and others v Strategic Worldwide Assets Ltd and othersCourt of AppealYes[2014] 3 SLR 562SingaporeCited for the principle that assessments of witness veracity should be based primarily on objective evidence.
Tan Chin Seng and others v Raffles Town Club Pte LtdHigh CourtYes[2003] 3 SLR(R) 307SingaporeCited for the principle that only statements of fact are actionable in misrepresentation.
Bestland Development Pte Ltd v Thasin Development Pte LtdHigh CourtYes[1991] SGHC 27SingaporeCited for the principle that only statements of fact are actionable in misrepresentation.
Ang Sin Hock v Khoo Eng LimHigh CourtYes[2010] 3 SLR 179SingaporeCited for the principle that only statements of fact are actionable in misrepresentation.
Forum Development Pte Ltd v Global Accent Trading Pte Ltd and another appealHigh CourtYes[1994] 3 SLR(R) 1097SingaporeCited for the principle that statements of opinion or promises as to future conduct can be re-cast as representations as to the representor’s state of mind.
Edgington v FitzmauriceCourt of AppealYes(1885) 29 Ch D 459England and WalesCited for the principle that a statement as to a man’s intention can be a statement of fact.
Wales v WadhamHigh CourtYes[1977] 2 All ER 125England and WalesCited for the principle that a statement of intention is not a representation of existing fact, unless the person making it does not honestly hold the intention he is expressing.
Trans-World (Aluminium) Ltd v Cornelder China (Singapore)High CourtYes[2003] 3 SLR(R) 501SingaporeCited for the principle that where there is ambiguity, the representee must show in which sense they understood the representation and that in that sense it was false.
Chuan Bee Realty Pte Ltd v Teo Chee Yeow Aloysius and anotherHigh CourtYes[1996] 2 SLR(R) 134SingaporeCited for the principle that where there is ambiguity, the representee must show in which sense they understood the representation and that in that sense it was false.
Derry v PeekHouse of LordsYes(1889) 14 App Cas 337United KingdomCited for the elements of fraudulent misrepresentation.
Panatron Pte Ltd and another v Lee Cheow Lee and anotherCourt of AppealYes[2001] 2 SLR(R) 435SingaporeCited for the elements of fraudulent misrepresentation.
Public Prosecutor v Lee Chiang ThengState CourtsYes[2010] SGDC 446SingaporeCited for the facts of the criminal proceedings against Mr. Lee.
Ting Siew May v Boon Lay Choo and anotherHigh CourtYes[2014] 3 SLR 609SingaporeCited for the principle that the court can take cognisance of illegality if all the relevant facts have been adduced and are before the court.
John McGrath Motors (Canberra) Pty Limited v ApplebeeHigh Court of AustraliaYes(1964) 110 CLR 656AustraliaCited for the principle that where the meaning of the statement is ambiguous, the question is what the representor subjectively intended the statement to mean.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another suitHigh CourtYes[2009] 4 SLR(R) 788SingaporeCited for the principle that the plaintiffs have not led evidence on the precise scope of the terms of Mr Choo’s engagement as a “labour consultant”

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Employment of Foreign Manpower Act (Cap 91A)Singapore
Employment of Foreign Workers (Amendment) Act 2007Singapore
Evidence Act (Cap 97, 1997 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Marine Industry Sponsorship Scheme
  • Sponsoring Shipyard
  • Resident Contractor
  • Foreign Worker
  • Service Fee
  • Work Permit
  • GOFF Invoices
  • Labour Consultant
  • Apparent Authority

15.2 Keywords

  • fraudulent misrepresentation
  • marine industry
  • sponsoring shipyard
  • resident contractor
  • foreign workers
  • labour
  • agency
  • Singapore

16. Subjects

  • Contract Law
  • Agency Law
  • Misrepresentation
  • Labour Law
  • Marine Industry

17. Areas of Law

  • Contract Law
  • Agency Law
  • Misrepresentation
  • Marine Industry Sponsorship Scheme