Simgood Pte Ltd v MLC Barging Pte Ltd: Conspiracy & Inducement of Breach of Contract

Simgood Pte Ltd appealed against MLC Barging Pte Ltd, MLC Maritime Pte Ltd, Nantong Tongbao Shipbuilding Co Ltd, Tan Ho Seng, and Eng Chor Wah, contesting the High Court's decision regarding a shipbuilding contract. Simgood claimed conspiracy, inducement of breach of contract, piercing the corporate veil, and a remedial constructive trust. The Court of Appeal dismissed the appeal, finding no evidence that the respondents' actions were intended to harm Simgood.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Oral Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding a shipbuilding contract dispute. The court dismissed claims of conspiracy and inducement of breach of contract against the respondents.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Tan Ho SengRespondentIndividualAppeal DismissedWon
Simgood Pte LtdAppellantCorporationAppeal DismissedLost
MLC Barging Pte LtdRespondentCorporationAppeal DismissedWon
MLC Maritime Pte LtdRespondentCorporationAppeal DismissedWon
Nantong Tongbao Shipbuilding Co LtdRespondentCorporationAppeal DismissedWon
Eng Chor WahRespondentIndividualAppeal DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Chao Hick TinJudge of AppealYes
Andrew Phang Boon LeongJudge of AppealNo
Judith PrakashJudgeNo

4. Counsels

Counsel NameOrganization
Troy Yeo Siew ChyeChye Legal Practice
Kwek Choon Lin WinstonRajah & Tann Singapore LLP
Lim Zhi Ming, MaxRajah & Tann Singapore LLP
Avinash Vinayak PradhanRajah & Tann Singapore LLP

4. Facts

  1. Simgood entered into a shipbuilding contract with MLC Shipbuilding for a vessel with hull number 5282.
  2. The Tans switched the hull numbers of two vessels to take advantage of a loan facility with DBS Bank Ltd.
  3. The Tans engineered sham contracts to conceal the change in hull numbers from DBS.
  4. MLC Shipbuilding failed to deliver the vessel with hull number 5282 to Simgood.
  5. Vessel A was completed and delivered under Contract 5284 to Simgood’s affiliate company.
  6. MLC Barging took the position that because MLC Shipbuilding failed to make payments to it for Vessel B, it had no obligation to deliver Vessel B to Simgood.

5. Formal Citations

  1. Simgood Pte Ltd v MLC Barging Pte Ltd and others, Civil Appeal No 165 of 2015, [2016] SGCA 46

6. Timeline

DateEvent
Simgood and affiliate companies entered into shipbuilding contracts with MLC Shipbuilding.
The Tans formulated a plan to change the hull number of Vessel A from 5282 to 5284.
Keels for two vessels were laid; one assigned hull number 5282.
Vessel A was completed and delivered under Contract 5284.
MLC Shipbuilding failed to deliver Vessel B to Simgood by the stipulated date.
Correspondence between MLC Barging and Simgood.
Simgood issued a letter of demand to MLC Shipbuilding and various other defendants.
Simgood commenced action.
Court heard the parties.
Judgment Reserved

7. Legal Issues

  1. Unlawful Means Conspiracy
    • Outcome: The court found that the respondents' actions were not intended to injure Simgood, but to abuse a loan facility from DBS.
    • Category: Substantive
    • Sub-Issues:
      • Intention to cause damage or injury
      • Unlawful acts
      • Causation of loss
    • Related Cases:
      • [2014] 1 SLR 860
  2. Inducing Breach of Contract
    • Outcome: The court found no causal link between the respondents' actions in 2008 and MLC Shipbuilding's failure to deliver Vessel B.
    • Category: Substantive
    • Sub-Issues:
      • Causal link between actions and breach
      • Influence on breach of contract
  3. Piercing the Corporate Veil
    • Outcome: The court found no basis to pierce the corporate veil between Nantong MLC and Nantong Tongbao, or to hold the Tans liable for Nantong MLC's actions.
    • Category: Substantive
    • Sub-Issues:
      • Control over company
      • Interconnectedness of entities
  4. Remedial Constructive Trust
    • Outcome: The court found no legitimate reason or basis to apply the doctrine of remedial constructive trust.
    • Category: Substantive

8. Remedies Sought

  1. Specific performance of Contract 5282
  2. Damages
  3. Imposition of a remedial constructive trust

9. Cause of Actions

  • Conspiracy by unlawful means
  • Inducing breach of contract
  • Detinue

10. Practice Areas

  • Commercial Litigation
  • Contract Law
  • Corporate Law

11. Industries

  • Shipbuilding

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and anotherCourt of AppealYes[2014] 1 SLR 860SingaporeCited for the elements required to succeed in a claim of unlawful means conspiracy.
Simgood Pte Ltd v MLC Shipbuilding Sdn Bhd and othersHigh CourtYes[2015] SGHC 303SingaporeThe Judge’s decision below, which provides a comprehensive exposition of the facts.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Shipbuilding contract
  • Hull number
  • Sham contracts
  • Loan facility
  • Unlawful means conspiracy
  • Inducing breach of contract
  • Piercing the corporate veil
  • Remedial constructive trust

15.2 Keywords

  • Shipbuilding
  • Contract
  • Conspiracy
  • Breach of Contract
  • Corporate Veil
  • Trust

17. Areas of Law

Area NameRelevance Score
Torts90
Lifting corporate veil80
Conspiracy by Unlawful Means75
Inducement of Breach of Contract70
Constructive Trust65
Company Law60
Trust Law50
Contract Law50

16. Subjects

  • Contract Law
  • Corporate Law
  • Tort Law