ARS v ART: Tortious Interference, Breach of Contract, and Conspiracy in CCTV Supply Dispute

In ARS v ART and ARU, the High Court of Singapore heard a case involving ARS, a Japanese corporation, against ART, a Swiss corporation, and ARU, the Singapore branch of a subsidiary of ART. ARS claimed that ART interfered with agreements related to the supply of CCTV products for a project in Singapore. The court, presided over by Justice Quentin Loh, dismissed ARS's claims, finding insufficient evidence to support the existence of the alleged agreements or ART's involvement in their breach. The claims against ARU were previously struck out due to being time-barred. The primary legal issue revolved around the alleged involvement of ART in replacing ARS as the CCTV supplier for the Integrated Security System in a redevelopment project.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Claims dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

ARS sues ART for interference, breach, and conspiracy related to a CCTV supply contract. The court dismissed ARS's claims due to insufficient evidence.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
ARSPlaintiffCorporationClaims dismissedLost
ARTDefendantCorporationClaims dismissedWon
ARUDefendantCorporationClaims struck outDismissed

3. Judges

Judge NameTitleDelivered Judgment
Quentin LohJudgeYes

4. Counsels

Counsel NameOrganization
Tang Jin ShengRodyk & Davidson LLP
Daniel TayRodyk & Davidson LLP
Paul Wong Por LukRodyk & Davidson LLP
Dinesh DhillonAllen & Gledhill LLP
Paul OngAllen & Gledhill LLP
Cai ChengyingAllen & Gledhill LLP

4. Facts

  1. ARS claimed ART interfered with agreements related to the supply of CCTV products.
  2. ARS (Israel) allegedly had an agreement with KA to supply CCTV equipment.
  3. ARS (Israel) allegedly had an agreement with BD to offer ARS's CCTV products.
  4. JVC won the bid for the ISS sub-contract.
  5. ARS was replaced by PT as the CCTV supplier.
  6. ARS claims ART induced and/or procured KA and/or BD to breach the agreements.
  7. ARS claims ART conspired with KA and/or BD to breach the agreements.

5. Formal Citations

  1. ARS v ART and another, Suit No [AA], [2015] SGHC 78

6. Timeline

DateEvent
ARS started manufacturing CCTV products.
Redevelopment of the specific project started.
XG won a tender for consulting, design, engineering and project management of security, communication and computerised systems.
Submission date for the Request for Information.
Formation of the joint venture company known as JVC.
JVC won the bid for the ISS sub-contract.
JVC issued a purchase order to ARS (Israel).
ARS (Israel) received a purchase order from JVC through KA.
JVC wrote a letter to XD informing them that ARS was requesting a variation order.
XD rejected the request for a variation order.
ARS wrote directly to the Director of XA.
JVC issued a letter to ARS stating that they were cancelling the order for ARS’s CCTV equipment.
ARS wrote an email to XA and XD.
JVC wrote to XF explaining its decision to replace ARS.
Meeting held between ARS, JVC and XA.
JVC wrote to XF explaining its decision to replace ARS.
ARS instituted proceedings against ART in the United States District Court for the Southern District of New York.
ARS (Israel) commenced proceedings against BD and KA in the Israeli courts.
The US District Court (SDNY) refused to exercise its jurisdiction over the claim and dismissed the action.
ARS brought fresh proceedings against ART in the United States District Court for the District of New Jersey.
The Court dismissed the claims for lack of jurisdiction.
ARS commenced proceedings against ART in the United States Superior Court of New Jersey.
The Court stayed the proceedings on the ground of forum non conveniens in favor of the dispute being litigated in Singapore.
ARS commenced the present action.
ARS (Israel) commenced arbitration proceedings against BD and KA in the Singapore International Arbitration Centre.
ARS (Israel) tried to go back to the Israeli courts.
The District Court of Tel-Aviv-Yaffo struck out ARS (Israel)’s claim on the basis of estoppel.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the plaintiff failed to prove the existence of a valid and binding contract, and therefore, there was no breach of contract.
    • Category: Substantive
  2. Tortious Interference
    • Outcome: The court found that the plaintiff failed to prove that the defendant induced a breach of contract with the requisite knowledge and intention.
    • Category: Substantive
  3. Conspiracy to Injure
    • Outcome: The court found that the plaintiff failed to prove that the defendant conspired with others to injure the plaintiff.
    • Category: Substantive
  4. Malicious Falsehood
    • Outcome: The court found that the plaintiff failed to prove that the defendant published false words about the plaintiff with malice.
    • Category: Substantive
  5. Unjust Enrichment
    • Outcome: The court found that the plaintiff failed to establish an unjust factor that would support a claim for unjust enrichment.
    • Category: Substantive

8. Remedies Sought

  1. Damages
  2. Restitution

9. Cause of Actions

  • Inducement of Breach of Contract
  • Conspiracy to Injure
  • Malicious Falsehood
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Construction
  • Security

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Ong Seow Pheng and others v Lotus Development Corp and anotherSingapore High CourtYes[1997] 2 SLR(R) 113SingaporeCited for the principle that the court cannot make a finding based on facts which have not been pleaded.
Tribune Investment Trust Inc v Soosan Trading Co LtdSingapore Court of AppealYes[2000] 2 SLR(R) 407SingaporeCited for the elements required to establish a claim for inducement of breach of contract and the test of agreement or of inferring consensus ad idem is objective.
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International), Singapore Branch v Motorola Electronics Pte LtdSingapore Court of AppealYes[2011] 2 SLR 63SingaporeCited for the principle that the legal burden of proving a pleaded defence rests on the proponent of the defence, unless the defence is a bare denial of the claim.
Britestone Pte Ltd v Smith & Associates Far East, LtdSingapore High CourtYes[2007] 4 SLR(R) 855SingaporeCited for the principle that it is the evidential burden, which is not expressly provided for in the Evidence Act, that may shift from one party to the other.
OCBC Capital Investment Asia Ltd v Wong Hua ChoonSingapore Court of AppealYes[2012] 4 SLR 1206SingaporeCited for the principle that the first port of call for any court in determining the existence of an alleged contract and/or its terms would be the relevant documentary evidence.
Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased)Singapore Court of AppealYes[2009] 2 SLR(R) 918SingaporeCited for the principle that the availability of contemporaneous documents in this case reduced the need to rely on the testimony of the witnesses on the stand.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appealSingapore Court of AppealYes[2009] 2 SLR(R) 332SingaporeCited for the principle that although the objective test is adopted, the practical reality is that much will depend on the precise facts before the court concerned.
Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte LtdSingapore High CourtNo[2006] 1 SLR(R) 927SingaporeCited to show that it may have been advisable for parties to reduce their agreement into writing.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdSingapore Court of AppealNo[2008] 3 SLR(R) 1029SingaporeCited for the principle that there should be no absolute or rigid prohibition against evidence of previous negotiations or subsequent conduct.
Heyman v Darwins LtdHouse of LordsYes[1942] AC 356United KingdomCited for the principle that the arbitration clause incorporated in the CCTV sub-contract remains effective despite termination.
Browne v DunnHouse of LordsYes(1893) 6 R 67United KingdomCited for the principle that any matter upon which it is proposed to contradict the evidence-in-chief given by a witness must generally be put to him so that he may have an opportunity to explain the contradiction.
Ong Jane Rebecca v Lim Lie Hoa and othersSingapore Court of AppealYes[2005] SGCA 4SingaporeCited for the principle that any matter upon which it is proposed to contradict the evidence-in-chief given by a witness must generally be put to him so that he may have an opportunity to explain the contradiction.
Hong Leong Singapore Finance Ltd v United Overseas Bank LtdSingapore High CourtYes[2007] 1 SLR(R) 292SingaporeCited for the principle that the rule in Browne v Dunn is a rule of fairness.
Chan Emily v Kang Hock Chai JoachimSingapore High CourtYes[2005] 2 SLR(R) 236SingaporeCited for the principle that the exchange of affidavits of evidence-in-chief in the modern civil trial ameliorates the mischief described by Lord Herschell LC in Browne v Dunn.
Lo Sook Ling Adela v Au Mei Yin ChristinaSingapore Court of AppealYes[2002] 1 SLR(R) 326SingaporeCited for the principle that the rule is not rigid and does not require every point to be put to the witness but this would generally be required where the submission was "at the very heart of the matter".
Cheong Ghim Fah and another v Murugian s/o RangasamySingapore High CourtYes[2004] 1 SLR(R) 628SingaporeCited for the principle that satisfying the court as to the availability and materiality of the evidence is a necessary prerequisite to any application of s 116(g).
Wisniewski v Central Manchester Health AuthorityEnglish Court of AppealYes[1998] 5 PIQR P324EnglandCited for the principles to be considered in drawing adverse inferences.
Attorney General v BlakeHouse of LordsNo[2008] 1 AC 268United KingdomCited for the principle of restitution for wrongs.
El Ajou v Dollar Land Holdings plc and anotherEngland and Wales Court of Appeal (Civil Division)No[1994] 2 All ER 685England and WalesCited for the proposition that the “directing mind and will” of a company may be found in different persons in respect of different activities.
Meridian Global Funds Management Asia Ltd v Securities CommissionPrivy CouncilYes[1995] 2 AC 500United KingdomCited for the principle that to determine when and which person’s acts and knowledge is to be treated as the company’s own, the court must look at the rules of attribution.
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)Singapore Court of AppealYes[2014] 3 SLR 329SingaporeCited for the principle that to determine when and which person’s acts and knowledge is to be treated as the company’s own, the court must look at the rules of attribution.
The “Dolphina”Singapore High CourtYes[2012] 1 SLR 992SingaporeCited for the principle that to determine when and which person’s acts and knowledge is to be treated as the company’s own, the court must look at the rules of attribution.
Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte LtdSingapore High CourtNo[2014] 4 SLR 832SingaporeCited for the principle that the “single economic entity” concept is not, and should not be recognised as, law in Singapore.
Abani Trading Pte Ltd v PT Delta Karina Mandiri and anotherSingapore High CourtNo[2001] 3 SLR(R) 404SingaporeCited for the principle that it is not always necessary to adduce direct evidence to establish inducement, and that relevant circumstantial evidence may constitute sufficient proof where direct evidence is not available.
OBG Ltd and another v Allan and othersHouse of LordsYes[2008] 1 AC 1United KingdomCited for the principle that indirect interference falls within the tort of causing loss by unlawful means which is distinct from the tort of inducement of a breach of contract.
Lines International Holdings (S) Pte Ltd v Singapore Tourist Promotion Board and anotherSingapore High CourtNo[1997] 1 SLR(R) 52SingaporeCited for the principle that the fact that it had STPB’s concurrence in the decision does not change the reality that PSA was the deciding body.
Stocznia Gdanska SA v Latvian Shipping Co, Latreefer Inc and othersEngland and Wales High Court (Commercial Court)Yes[2001] 1 Lloyd’s Rep 537England and WalesCited for the principle that the mere fact that a company is a wholly owned subsidiary controlled by the parent company does not enable the court to draw the inference that the directors of the subsidiary treated the requests of the parent company as if they were instructions to be executed.
Stocznia Gdanska SA v Latvian Shipping Co, Latreefer Inc and othersEngland and Wales Court of Appeal (Civil Division)Yes[2002] 2 Lloyd’s Rep 436England and WalesCited for upholding the decision in Stocznia Gdanska SA v Latvian Shipping Co, Latreefer Inc and others [2001] 1 Lloyd’s Rep 537.
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and anotherSingapore Court of AppealYes[2014] 1 SLR 860SingaporeCited for the elements for a claim in unlawful means conspiracy.
Kuwait Oil Tanker Co SAK v Al BaderEngland and Wales High Court (Commercial Court)Yes[2000] 2 All ER (Comm) 271England and WalesCited for the principle that the existence of a combination is often inferred from the circumstances and acts of the alleged conspirators.
Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch)Singapore High CourtYes[2006] 1 SLR(R) 901SingaporeCited for the principle that the existence of a combination is often inferred from the circumstances and acts of the alleged conspirators.
Wrotham Park Estate Co Ltd v Parkside Homes Ltd and othersEngland and Wales High Court (Chancery Division)No[1974] 1 WLR 798England and WalesCited for the principle of restitution for wrongs.
WBG Network (Singapore) Pte Ltd v Meridian Life International Pte Ltd and othersSingapore High CourtYes[2008] 4 SLR(R) 727SingaporeCited for the elements for a claim in malicious falsehood.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and anotherSingapore Court of AppealYes[2013] 3 SLR 801SingaporeCited for the requirements for a claim in unjust enrichment.
Chip Hup Hup Kee Construction Pte Ltd v Yeow Chern LeanSingapore High CourtNo[2010] 3 SLR 213SingaporeCited for the distinction between restitution for unjust enrichment and restitution for wrongs.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act (Cap 163, 1996 Rev Ed)Singapore
Evidence Act (Cap 97, 1997 Rev Ed)Singapore
Defamation Act (Cap 75, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • CCTV
  • Integrated Security System
  • ISS
  • Request for Information
  • RFI
  • Request for Proposal
  • RFP
  • Joint Venture Company
  • JVC
  • Critical Design Review
  • CDR
  • Purchase Order

15.2 Keywords

  • CCTV
  • breach of contract
  • tortious interference
  • conspiracy
  • malicious falsehood
  • unjust enrichment
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Inducement of Breach of Contract80
Breach of Contract75
Conspiracy by Unlawful Means65
Contract Law60
Commercial Disputes50

16. Subjects

  • Contract Law
  • Tort Law
  • Commercial Litigation
  • Construction Law