Prima Bulkship v Lim Say Wan: Application for Better Particulars and Director's Duties
In Prima Bulkship Pte Ltd (in creditors’ voluntary liquidation) and another v Lim Say Wan and another, the Singapore High Court addressed an application by the defendants, Lim Say Wan and Beh Thiam Hock, for better particulars of averments made by the plaintiffs, Prima Bulkship Pte Ltd and Star Bulkship Pte Ltd (both in creditors’ voluntary liquidation), in their statement of claim. The plaintiffs, represented by their liquidators, alleged that the defendants, former directors, had breached their director’s duties. The court ordered the plaintiffs to furnish better particulars for three specific requests, finding that the plaintiffs' claims lacked substantial foundation and appeared to be a fishing expedition.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Defendants' applications allowed in part, ordering Plaintiffs to furnish better particulars for three specific requests.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
High Court case regarding an application for better particulars in a claim against directors for breach of duty. The court ordered the plaintiffs to furnish better particulars.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Prima Bulkship Pte Ltd (in creditors’ voluntary liquidation) | Plaintiff | Corporation | Application for better particulars allowed in part | Partial | Andrew Chan Chee Yin, Alexander Yeo |
| Star Bulkship Pte Ltd | Plaintiff | Corporation | Application for better particulars allowed in part | Partial | Andrew Chan Chee Yin, Alexander Yeo |
| Lim Say Wan | Defendant | Individual | Application for better particulars allowed in part | Partial | Sarbjit Singh, Ho May Kim |
| Beh Thiam Hock | Defendant | Individual | Application for better particulars allowed in part | Partial | Tan Teng Muan, Loh Li Qin |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Nicholas Poon | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Andrew Chan Chee Yin | Allen & Gledhill LLP |
| Alexander Yeo | Allen & Gledhill LLP |
| Sarbjit Singh | Selvam LLC |
| Ho May Kim | Selvam LLC |
| Tan Teng Muan | Mallal & Namazie |
| Loh Li Qin | Mallal & Namazie |
4. Facts
- Prima and Star were incorporated to purchase vessels for international carriage of dry bulk commodities.
- Lim and Beh were the sole directors of Prima and Star respectively.
- The liquidators allege that Lim and Beh breached their director’s duties.
- The Plaintiffs breached their obligation under the MOAs to pay the Sellers a deposit of US$3.4m for each vessel.
- The Sellers commenced two parallel London arbitrations which resulted in two awards that resolved, as a preliminary issue, that the Plaintiffs were each liable for the deposit sum with interest.
- The Liquidators held two meetings with the Defendants.
- The Plaintiffs’ solicitors wrote to the Defendants’ solicitors demanding from each of the Defendants the deposit of US$3.4m and £4,650.
5. Formal Citations
- Prima Bulkship Pte Ltd (in creditors’ voluntary liquidation) and another v Lim Say Wan and another, Suit No 911 of 2014 (Summons Nos 377 and 378 of 2015), [2015] SGHCR 10
6. Timeline
| Date | Event |
|---|---|
| Liquidators appointed by the High Court. | |
| Suit 911 of 2014 commenced by the liquidators. | |
| Decision date of the judgment. |
7. Legal Issues
- Application for Better Particulars
- Outcome: The court allowed the application in part, ordering the plaintiffs to furnish better particulars for three specific requests.
- Category: Procedural
- Sub-Issues:
- Sufficiency of pleadings
- Fishing expedition
- Substantial foundation for averments
- Related Cases:
- [1991] SGHC 45
- [1893] 2 QB 183
- [1896] 1 Ch 29
- (1886) 31 Ch D 374
- (1887) 37 Ch D 295
- (1888) 38 Ch D 110
- [2008] FCA 440
- (1993) 115 FLR 215
- [2014] NSWSC 1326
- (1980) 41 FLR 175
- (1983) 70 FLR 135
- [1930] 1 KB 588
- (1955) 72 W.N. (N.S.W.) 250
- [2012] FCA 100
- [2011] NSWSC 1452
- [2013] FCA 216
- Breach of Director's Duties
- Outcome: The court did not make a final determination on the breach of director's duties, as the case was at the stage of application for better particulars.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Director's Duties
10. Practice Areas
- Commercial Litigation
11. Industries
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Haw Par Brothers International Limited and Another v Jack Chiarapurk also known as Jack Chia and others | High Court | Yes | [1991] SGHC 45 | Singapore | Cited regarding the issue of whether discovery should precede the provision of better particulars in cases where a fiduciary relation exists between the parties. |
| Zierenberg v Labouchere | English Court of Appeal | Yes | [1893] 2 QB 183 | England and Wales | Cited regarding the extent of particulars needed to be furnished by a defendant in a libel action and the proposition that discovery should precede the provision of better particulars in cases where a fiduciary relation exists between the parties. |
| Waynes Merthyr Company v D Radford & Co. | English High Court | Yes | [1896] 1 Ch 29 | England and Wales | Interpreted the dictum of Kay LJ in Zierenberg and highlighted that the circumstances in each case mattered when considering fiduciary relationships and the provision of better particulars. |
| Leitch v Abbott | Court of Chancery | Yes | (1886) 31 Ch D 374 | England and Wales | Stands for the proposition that the generality of an allegation of fraud is not a bar to discovery, particularly where the very reason for the pleader’s inability to plead except in general terms is ignorance of some fact which is known only to the other party. |
| Sachs v Speilman | Court of Chancery | Yes | (1887) 37 Ch D 295 | England and Wales | Concerned a plaintiff suing the defendant for acting as principal and not as the plaintiff’s agent in the purchase and sale of certain shares and securities, even though the defendant had been engaged to act as the plaintiff’s stockbroker for the transactions. |
| Millar v Harper | English Court of Appeal | Yes | (1888) 38 Ch D 110 | England and Wales | Involved a dispute between the executors of the defendant’s wife’s estate and the defendant, where the court explained that while the defendant must know what furniture his wife had, the plaintiffs could not be supposed to have any such knowledge. |
| Keshi Pty Ltd and Another v Firefly Press (Australia) Pty Ltd and Others | Federal Court of Australia | Yes | [2008] FCA 440 | Australia | Stated that the “state of knowledge of [the applicant] has no bearing on the [respondent’s] responsibility to supply them”, given that the applicant is entitled to know, regardless of his knowledge of the facts, what case the respondent intends to put at trial. |
| Tomazos and another v Tomazos and others | Family Court of Australia | Yes | (1993) 115 FLR 215 | Australia | Referred to the “substantial foundation” or “non-fishing” principle. |
| Graphite Energy Pty Ltd & anor v Lloyd Energy Systems Pty Ltd & ors | Supreme Court of New South Wales | Yes | [2014] NSWSC 1326 | Australia | Referred to the “substantial foundation” or “non-fishing” principle. |
| WA Pines Pty Ltd v Bannerman | Federal Court of Australia | Yes | (1980) 41 FLR 175 | Australia | Acknowledged that there could be cases where discovery is permitted before a claim was particularised but those were mostly explained by an anterior relationship between the parties which entitles one to obtain information from the other, or sufficient is shown to ground a suspicion that the party applying for discovery has a good case proof of which is likely to be aided by discovery. |
| Lyons v Kern Construction (Townsville) Pty Ltd | Federal Court of Australia | Yes | (1983) 70 FLR 135 | Australia | Stated that discovery should not be made available to a party before pleading or particulars for the purpose of “fishing”. |
| Gale v Denman Picture Houses Ltd | King's Bench Division | Yes | [1930] 1 KB 588 | England and Wales | A plaintiff who issues a writ must be taken to know what his case is. If he merely issues a writ on the chance of making a case he is issuing what used to be called a ‘fishing bill’ to try to find out whether he has a case or not. |
| Associated Dominion Assurance Society Pty Ltd v Sir John Fairfax & Sons Ltd | Supreme Court of New South Wales | Yes | (1955) 72 W.N. (N.S.W.) 250 | Australia | A ‘fishing expedition’, in the sense in which the phrase has been used in the law, means, that a person who has no evidence that fish of a particular kind are in a pool desires to be at liberty to drag it for the purpose of finding out whether there are any there or not. |
| National Mutual Life Association of Australasia Limited v Tolfield Pty Ltd (No 3) | Federal Court of Australia | Yes | [2012] FCA 100 | Australia | The learned judge simply stated that he accepted the respondent’s contention that it had provided the best particulars, and hence the “preferable approach” was to give the respondent liberty to amend the particulars after discovery. |
| Styles v Clayton Utz (No 3) | Supreme Court of New South Wales | Yes | [2011] NSWSC 1452 | Australia | The learned judge indicated that he would order better particulars to be provided “unless it is indicated that the defendants have provided the best particulars they are able to provide of that paragraph”. |
| Sedco Forex International Inc v Nexus Energy WA Proprietary Limited (No 2) | Federal Court of Australia | Yes | [2013] FCA 216 | Australia | Provided a good illustration of the relevant concepts and how they ought to be applied in relation to a fishing expedition. |
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
- Better particulars
- Director's duties
- Liquidators
- Fiduciary duty
- Fishing expedition
- Substantial foundation
- Discovery
- Interrogatories
15.2 Keywords
- Better particulars
- Director's duties
- Civil procedure
- Singapore
- High Court
16. Subjects
- Civil Procedure
- Company Law
17. Areas of Law
- Civil Procedure
- Director's Duties
- Applications and Motions