Leong Hin Chuee v Citra Group: Breach of Employment Agreement & Director's Duties
Leong Hin Chuee sued Citra Group Pte Ltd and others in the High Court of Singapore on 29 January 2015, for breach of an employment agreement, claiming unpaid bonuses, share rewards, and reimbursements. Citra Group and others counterclaimed for breach of director's duties and confidentiality. The court, presided over by Tan Siong Thye J, dismissed both the plaintiff's claim and the counterclaims, finding that Leong's counterparty was Suganda Setiadikurnia and that Leong had not proven his entitlement to the claimed benefits, nor had he breached his duties as a director or his duty of confidentiality.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Plaintiff's claim and counterclaims dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Leong Hin Chuee sues Citra Group for breach of employment agreement. The court dismisses the claim and counterclaim for breach of director's duties.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Leong Hin Chuee | Plaintiff | Individual | Claim Dismissed | Lost | |
| Citra Group Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Won | |
| Cozmo Properties Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Won | |
| Forever Prosperous Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Won | |
| Fortune International Trading Pte Ltd | Defendant | Corporation | Counterclaim Dismissed | Won | |
| Cozmo International Pte Ltd | Defendant | Corporation | Claim Dismissed | Won | |
| Fook Yuan International Pte Ltd | Defendant | Corporation | Claim Dismissed | Won | |
| Suganda Setiadikurnia | Defendant | Individual | Claim Dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Tan Siong Thye | Judge | Yes |
4. Counsels
4. Facts
- Leong Hin Chuee entered into an Employment Agreement with the Transpacific Group.
- Leong Hin Chuee claimed unpaid bonuses, share rewards, and reimbursements under the Employment Agreement.
- Citra Group and others counterclaimed for breach of director's duties and confidentiality.
- Leong Hin Chuee was appointed to various positions in companies controlled by Suganda Setiadikurnia.
- Project Gibson and Project MP involved reverse takeovers of Indonesian companies.
- Leong Hin Chuee resigned in July 2010.
- The Employment Agreement contained clauses regarding bonuses, share rewards, and reimbursements.
5. Formal Citations
- Leong Hin Chuee v Citra Group Pte Ltd and others, Suit No 454 of 2012, [2015] SGHC 30
6. Timeline
| Date | Event |
|---|---|
| Employment Agreement signed | |
| Leong Hin Chuee met Suganda Setiadikurnia | |
| Leong Hin Chuee resigned from Lereno Bio-Chem Ltd | |
| First CKRA rights issue conducted | |
| Purchase of 21 Anderson Properties completed | |
| Leong Hin Chuee resigned | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court held that the plaintiff was not entitled to the claimed bonuses, share rewards, and reimbursements.
- Category: Substantive
- Sub-Issues:
- Failure to pay bonuses
- Failure to award share rewards
- Failure to reimburse expenses
- Breach of Director's Duties
- Outcome: The court held that the plaintiff did not breach his duties as a director.
- Category: Substantive
- Sub-Issues:
- Failure to act honestly
- Failure to act with reasonable care, skill, and diligence
- Misuse of company documents
- Breach of Confidentiality
- Outcome: The court held that the plaintiff did not breach his duty of confidentiality.
- Category: Substantive
- Determination of Parties to a Contract
- Outcome: The court determined that Suganda Setiadikurnia was the plaintiff's counterparty to the employment agreement.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Breach of Director's Duties
- Breach of Confidence
10. Practice Areas
- Commercial Litigation
- Employment Disputes
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | Court of Appeal | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the contextual approach to contractual interpretation. |
| Chew Swee Hiang v Attorney-General and another | High Court | No | [1990] 2 SLR(R) 215 | Singapore | Cited for indicia relevant in establishing a contract of service. |
| Kelner v Baxter | Court of Common Pleas | Yes | (1866) LR 2 CP 174 | England and Wales | Cited for the principle that an agent is personally liable when contracting on behalf of a non-existent principal. |
| Quah Poh Hoe Peter v Probo Pacific Leasing Pte Ltd | Court of Appeal | Yes | [1992] 3 SLR(R) 400 | Singapore | Endorsed the principle in Kelner v Baxter regarding agents acting for non-existent principals. |
| CIFAL Groupe SA and others v Meridian Securities (UK) Ltd and others | English High Court | No | [2013] EWHC 3553 (Comm) | England and Wales | Discussed the principle of personal liability for agents of non-existent principals. |
| Black v Smallwood | High Court of Australia | No | (1965–1966) 117 CLR 52 | Australia | Cited regarding the presumption that an agent meant to bind himself personally when acting for a non-existent principal. |
| Mohamed Bassatne and Others v Rifaat El Gohary and Others | High Court | No | [2004] SGHC 63 | Singapore | Discussed the issue of determining parties to a contract within a corporate group. |
| Win Line (UK) Ltd v Masterpart (Singapore) Pte Ltd and another | High Court | No | [1999] 2 SLR(R) 24 | Singapore | Cited for the principle that companies within a group are separate legal entities. |
| Kepong Prospecting Ltd and others v Schmidt | Privy Council | No | [1968] 1 AC 810 | Malaysia | Cited for the principle that services prior to a company's formation cannot amount to consideration. |
| Cosmic Insurance Corp Ltd v Khoo Chiang Poh | Privy Council | Yes | [1979–1980] SLR(R) 703 | Singapore | Discussed the ratification of pre-incorporation contracts under the Companies Act. |
| The Golf Cheque Book Sdn Bhd & Anor v Nilai Springs Bhd | High Court | No | [2006] 1 MLJ 554 | Malaysia | Cited regarding the interpretation of Section 41 of the Companies Act. |
| LTT Global Consultants v BMC Academy Pte Ltd | High Court | No | [2011] 3 SLR 903 | Singapore | Cited for the application of the contra proferentem rule. |
| Tam Wing Chuen v Bank of Credit and Commerce Hong Kong Ltd (in liq) | Court of Appeal | No | [1996] 2 BCLC 69 | Hong Kong | Cited for the rationale behind the contra proferentem rule. |
| Oxonica Energy Ltd v Neuftec Ltd | English High Court | No | [2008] EWHC 2127 (Pat) | England and Wales | Cited regarding the origin and purpose of the contra proferentem rule. |
| Brader Daniel John and others v Commerzbank AG | High Court | No | [2014] 2 SLR 81 | Singapore | Discussed the issue of bonus payments. |
| Latham Scott v Credit Suisse First Boston | High Court | No | [2000] 2 SLR(R) 30 | Singapore | Cited for the principle that the matter of bonus entitlement is one of construction. |
| Saleem Khatri v Cooperatieve Centrale Raiffeisen-Boerenleenbank BA | Court of Appeal | No | [2010] EWCA Civ 397 | England and Wales | Cited for the approach to bonus entitlement in the United Kingdom. |
| Mr C Small & Others v The Boots Co Plc and another | Employment Appeal Tribunal | No | [2009] IRLR 328 | England and Wales | Cited for the principle that the word 'discretionary' in a bonus clause is not fatal to the issue of contractual entitlement. |
| Cantor Fitzgerald International v Horkulak | Court of Appeal | No | [2004] EWCA Civ 1287 | England and Wales | Cited for the principle that an employer's discretion is not unfettered and must be exercised genuinely and rationally. |
| Tan Hup Thye v Refco (Singapore) Pte Ltd (in members’ voluntary liquidation) | High Court | No | [2010] 3 SLR 1069 | Singapore | Cited for the principle that employees are usually not entitled to bonus payments if the bonuses are undeclared. |
| Sheagar s/o T M Veloo v Belfield International (Hong Kong) Ltd | High Court | No | [2014] 3 SLR 524 | Singapore | Cited for the function of pleadings in upholding the rules of natural justice. |
| Superintendent of Lands and Surveys (4th Div) & Anor v Hamit bin Matusin & Ors | Supreme Court | No | [1994] 3 MLJ 185 | Malaysia | Cited regarding the need for a party to object to evidence if taken by surprise. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | No | [2013] 4 SLR 193 | Singapore | Cited for the principle that contractual interpretation is concerned with objectively ascertained intentions. |
| Seow Hock Hin v MF Global Singapore Pte Ltd | High Court | No | [2014] SGHC 42 | Singapore | Cited for the principle that the declaration of bonuses is at the sole discretion of a company unless guaranteed under a contract of employment. |
| Johnson v Unisys Ltd | House of Lords | No | [2003] 1 AC 518 | United Kingdom | Cited for the implied term of trust and confidence in employment contracts. |
| Cheah Peng Hock v Luzhou Bio-Chem Technology Ltd | High Court | No | [2013] 2 SLR 577 | Singapore | Cited for the acceptance of the implied term of mutual trust and confidence in Singapore law. |
| Chai Cher Watt (trading as Chuang Aik Engineering Works) v SDL Technologies Pte Ltd and another appeal | Court of Appeal | No | [2012] 1 SLR 152 | Singapore | Cited for the differences between waiver by election and waiver by estoppel. |
| Motor Oil Hellas (Corinth) Refineries SA v Shipping Corp of India (The “Kanchenjunga”) | House of Lords | No | [1990] 1 Lloyd’s Rep 391 | United Kingdom | Cited for the requirements of an unequivocal representation in election and equitable estoppel. |
| Lim Weng Kee v Public Prosecutor | High Court | No | [2002] 2 SLR(R) 848 | Singapore | Cited for the duty of care and diligence expected of a director. |
| Re D’Jan of London Ltd | Chancery Division | No | [1994] 1 BCLC 561 | England and Wales | Cited for the standard of care owed by a director at common law. |
| Daniels and others (formerly practising as Deloitte Haskins & Sells) v Anderson and others | Supreme Court | No | (1995) 16 ACSR 607 | New South Wales, Australia | Cited for the definition of skill in the context of directors' duties. |
| Tay Choo Wah v Public Prosecutor | High Court | No | [1974–1976] SLR(R) 725 | Singapore | Cited for the director's duty to act in the company's interests. |
| Selangor United Rubber Estates Ltd v Craddock (No 3) | Chancery Division | No | [1968] 1 WLR 1555 | England and Wales | Cited for the director's duty to act in the company's interests. |
| Es-me Pty Ltd v Parker | Supreme Court | No | [1972] WAR 52 | Western Australia, Australia | Cited for the breach of fiduciary duty when using confidential information for personal gain. |
| Esso Australia Resources Ltd v Plowman | Federal Court of Australia | No | (1995) 128 ALR 391 | Australia | Cited for the exception to confidentiality for the protection of legitimate interests. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Employment Agreement
- Reverse Takeover
- Project Gibson
- Project MP
- Directors' Duties
- Confidentiality
- Fund Raising Activities
- Share Rewards
- Periodic Bonuses
- Transpacific Group
- RTO
- IPO
15.2 Keywords
- employment agreement
- breach of contract
- director's duties
- confidentiality
- bonuses
- share rewards
- reimbursements
- reverse takeover
- Singapore
- High Court
17. Areas of Law
16. Subjects
- Contract Law
- Employment Law
- Company Law
- Directors' Duties
- Breach of Contract
- Breach of Confidence