Yeo Boong Hua v Turf Club Auto Emporium: Setting Aside Consent Order for Breach of Fiduciary Duty
In Yeo Boong Hua and others v Turf Club Auto Emporium Pte Ltd and others, the High Court of Singapore, Woo Bih Li J, on 2015-08-06, addressed a claim by the plaintiffs, Yeo Boong Hua, Lim Ah Poh, and Teo Tian Seng, to set aside a consent order entered into with the defendants, Turf Club Auto Emporium Pte Ltd, Singapore Agro Agricultural Pte Ltd, Koh Khong Meng, Turf City Pte Ltd, Tan Huat Chye, Ng Chye Samuel, Tan Chee Beng, and Ong Cher Keong. The plaintiffs alleged repudiatory breach, frustration, and mistake. The court set aside the consent order due to repudiatory breaches by the defendants, specifically the misappropriation of the benefit of a head lease and failure to disclose its procurement, and ordered the reinstatement of the original minority oppression actions.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Consent Order set aside
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court sets aside a consent order due to repudiatory breach and failure to disclose key information, reinstating minority oppression actions.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Chee Beng | Defendant | Individual | Counterclaim Dismissed | Lost | |
| Tan Huat Chye | Defendant | Individual | Claim Allowed | Lost | |
| Yeo Boong Hua | Plaintiff | Individual | Claim Allowed | Won | |
| Lim Ah Poh | Plaintiff | Individual | Claim Allowed | Won | |
| Teo Tian Seng | Plaintiff | Individual | Claim Allowed | Won | |
| Turf Club Auto Emporium Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Lost | |
| Singapore Agro Agricultural Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Lost | |
| Koh Khong Meng | Defendant | Individual | Counterclaim Dismissed | Lost | |
| Turf City Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Lost | |
| Ng Chye Samuel | Defendant | Individual | Claim Allowed | Lost | |
| Ong Cher Keong | Defendant | Individual | Claim Allowed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge | Yes |
4. Counsels
4. Facts
- Plaintiffs and SAA Group entered a joint venture to develop and operate a site.
- SAA secured a lease from SLA for the site.
- Disputes arose between the Plaintiffs and the SAA Group regarding the accounts and finances of the JV Companies.
- Plaintiffs commenced minority oppression actions.
- Parties entered into a Consent Order to settle the disputes.
- SAA procured a renewal of the head lease but did not grant corresponding sub-tenancies to the JV Companies.
- Plaintiffs sought to set aside the Consent Order due to alleged breaches.
5. Formal Citations
- Yeo Boong Hua and others v Turf Club Auto Emporium Pte Ltd and others, Suit No 27 of 2009, [2015] SGHC 207
6. Timeline
| Date | Event |
|---|---|
| Singapore Land Authority invited tenders for the lease of Parcel A of the former Bukit Timah Turf Club. | |
| Tender exercise closed; bids submitted by Bukit Timah Carmart Pte Ltd and Singapore Agro Agricultural Pte Ltd. | |
| Memorandum of Understanding signed by the Plaintiffs and the SAA Group. | |
| Singapore Land Authority informed SAA that its bid was accepted. | |
| Singapore Land Authority and SAA formally entered into a tenancy agreement. | |
| SAA entered into sub-tenancy agreements with TCAE and TCPL. | |
| Plaintiffs appointed PricewaterhouseCoopers LLP to review the accounts of the JV Companies. | |
| Plaintiffs were not re-elected to TCPL’s Board of Directors. | |
| Johnny Yeo and Michael Lim commenced Originating Summons No. 1634 of 2002/D. | |
| Samuel Ng was adjudged bankrupt. | |
| Tan Senior was adjudged bankrupt. | |
| Ong Cher Keong was adjudged bankrupt. | |
| Plaintiffs commenced Suit No. 703 of 2004/S. | |
| Singapore Land Authority granted SAA another lease of the Site. | |
| SAA entered into sub-tenancy agreements with TCAE and TCPL. | |
| Originating Summons No. 1634 of 2002/D and Suit No. 703 of 2004/S were consolidated. | |
| Consent Order made before Justice Choo Han Teck. | |
| KPMG Business Advisory Pte Ltd and KPMG Corporate Finance Pte Ltd were formally appointed. | |
| SAA procured an in-principal renewal of the 2004 Head Lease with SLA. | |
| SAA formally entered into a tenancy agreement with SLA for a term of 3 years from 1 September 2007. | |
| KPMG Corporate Finance Pte Ltd issued the Valuation Reports for TCPL and TCAE. | |
| AsiaLegal wrote to KPMG BA expressing shock over para 5.6 of the Valuation Reports. | |
| Rajah & Tann disclosed to KPMG BA and the Plaintiffs about the existence of the 2007 Head Lease and SAA’s non-renewal of the sub-tenancies with the JV Companies. | |
| Plaintiffs filed Summons 4117 of 2007/X to apply for an order that the Valuation Reports dated 10 August 2007 be revised. | |
| Amended SUM 4117 was filed. | |
| Choo J delivered a written judgment dismissing the Plaintiffs’ application. | |
| Defendants filed Summons 4848 of 2008/P for an order that the bidding exercise be held on 15 December 2008. | |
| Plaintiffs filed Summons 5373 of 2008/J for an order that the bidding exercise cannot be proceeded with. | |
| Plaintiffs commenced the present action to set aside the Consent Order. | |
| Choo J dismissed the Plaintiffs’ application and ordered the bidding exercise to proceed. | |
| Court of Appeal allowed the appeal and rescinded the bidding exercise. | |
| AR Then Ling struck out all of the Plaintiffs’ claims except the claim based on frustration. | |
| Choo J dismissed the Plaintiffs’ appeal. | |
| Court of Appeal granted the Plaintiffs leave to file and serve the Revised SOC. | |
| Choo J dismissed the Plaintiffs’ claim. | |
| Court of Appeal allowed the appeal, directing the matter back to the High Court for trial before a different judge. | |
| High Court sets aside the Consent Order. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendants committed repudiatory breaches of the Consent Order.
- Category: Substantive
- Sub-Issues:
- Repudiatory breach
- Breach of implied term
- Fiduciary Duty
- Outcome: The court did not rule on the residual claim of breach of fiduciary duty.
- Category: Substantive
- Issue Estoppel
- Outcome: The court found that the requirements of issue estoppel had not been met.
- Category: Procedural
- Implied Terms
- Outcome: The court found that there was an implied term in the Consent Order that the Defendants are obligated to refrain from appropriating the benefit of the 2007 Head Lease pending the full performance of the Consent Order.
- Category: Substantive
8. Remedies Sought
- Setting aside of Consent Order
- Reinstatement of Consolidated Suits
- Account of Profits
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- Real Estate
- Automotive
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Civil Appeal No 168 of 2015 | Court of Appeal | No | [2017] SGCA 21 | Singapore | Indicates the subsequent dismissal of the appeal by the Court of Appeal, save that the Court of Appeal reversed the trial judge’s order to set aside the Consent Order and revive the Consolidated Suits. |
| Civil Appeals Nos 168 and 171 of 2015 | Court of Appeal | Yes | [2018] SGCA 44 | Singapore | Affirms the High Court judge's findings on the liability of the fifth appellant in CA 168/2015 and the appellant in CA 171/2015 for the torts of conspiracy and inducement of breach of contract and the liability of the third appellant in CA 168/2015 for the tort of conspiracy. |
| Civil Appeals Nos 168 and 171 of 2015 | Court of Appeal | No | [2018] SGCA 79 | Singapore | Refers to the Court of Appeal's decision on the issues of damages and costs. |
| Yeo Boong Hua and others v Turf City Pte Ltd and others and another suit | High Court | No | [2008] 4 SLR(R) 245 | Singapore | Discusses the allegations of breach of the Consent Order and held that upon a proper construction of the Consent Order the allegations are unfounded because no such obligations existed on the part of the defendants. |
| Yeo Boong Hua and Others v Turf City Pte Ltd and Others and Another suit | High Court | No | [2009] SGHC 34 | Singapore | Choo J explained that he was not persuaded by the reason given by the Plaintiffs to substantiate why the bidding exercise could not be proceeded with. |
| Yeo Boong Hua and others v Turf Club Auto Emporium Pte Ltd and others | High Court | No | [2012] SGHC 227 | Singapore | Choo J dismissed the Plaintiffs’ claim. |
| CSR South East Asia Pte Ltd (formerly known as CSR Bradford Insulation (S) Pte Ltd) v Sunrise Insulation Pte Ltd | High Court | Yes | [2002] 1 SLR(R) 1079 | Singapore | Discusses the nature and concept of the phrase “by consent”. |
| Lee Tat Development Pte Ltd v Management Corporation of Strata Title Plan 301 | High Court | Yes | [2005] 3 SLR(R) 157 | Singapore | Sets out the requirements of issue estoppel. |
| Goh Nellie v Goh Lian Teck and others | High Court | Yes | [2007] 1 SLR(R) 453 | Singapore | Expounds on the fourth requirement of issue estoppel. |
| Alliance Entertainment Singapore Pte Ltd v Sim Kay Teck | High Court | Yes | [2006] 3 SLR(R) 712 | Singapore | Notes that the intention of the judge is critical in determining whether the decision in question is a final and conclusive judgment on the merits. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Expounds a three-step test for determining whether a term is to be implied into a contract. |
| RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appeal | Court of Appeal | Yes | [2007] 4 SLR(R) 413 | Singapore | Discusses whether a breach is considered repudiatory. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | A court should always be careful to ensure that extrinsic evidence is used to explain and illuminate the written words, and not to contradict or vary them. |
| Hoban Steven Maurice Dixon and another v Scanlon Graeme John and others | High Court | Yes | [2007] 2 SLR(R) 770 | Singapore | The court can set aside an order on the basis that it is rendered inoperative. |
| Management Corporation Strata Title Plan No 473 v De Beers Jewellery Pte Ltd | High Court | Yes | [2002] 1 SLR(R) 418 | Singapore | Sets out the elements of the doctrine of laches. |
| Chai Cher Watt (trading as Chuang Aik Engineering Works) v SDL Technologies Pte Ltd and another appeal | High Court | Yes | [2012] 1 SLR 152 | Singapore | Sets out the elements of estoppel by conduct. |
| Dynasty Line Ltd (in liquidation) v Sia Sukamto and another | High Court | Yes | [2013] 4 SLR 253 | Singapore | Rejects the first defendant’s reliance on the doctrine of laches because he was unable to show he had suffered “significant prejudice”. |
| Motor Oil Hellas (Corinth) Refineries SA v Shipping Corp of India (The “Kanchenjunga”) | Court of Appeal | Yes | [1990] 1 Lloyd’s Rep 391 | England and Wales | The abandonment of a right was communicated in “clear and unequivocal terms” to him. |
| Morris v Wentworth-Stanley | Court of Appeal | No | [1999] 1 QB 1004 | England and Wales | A plaintiff who has removed a defendant from proceedings commenced previously cannot, without at the time reserving the right to sue him/her later, bring a claim against the same person in a fresh set of proceedings later on. |
| Bradford & Bingley Building Society v Seddon | Court of Appeal | Yes | [1999] 1 WLR 1482 | England and Wales | There must be an “additional element” apart from “re”–litigation before an abuse of process can be found. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Consent Order
- Joint Venture
- Head Lease
- Sub-tenancy
- Minority Oppression
- Repudiatory Breach
- Status Quo
- Valuation Report
- Bidding Exercise
- Back-to-Back Arrangement
15.2 Keywords
- Consent Order
- Breach of Contract
- Fiduciary Duty
- Joint Venture
- Singapore
- High Court
- Real Estate
- Commercial Litigation
17. Areas of Law
16. Subjects
- Contract Law
- Civil Procedure
- Joint Ventures
- Commercial Disputes