Foo Jong Long Dennis v Ang Yee Lim Lawrence: Breach of Contract, Misrepresentation, Fraud, and Conspiracy

In the High Court of Singapore, Dennis Foo Jong Long sued Ang Yee Lim Lawrence and William Tan Leong Ko for breach of contract, misrepresentation, fraud, and conspiracy related to the sale of shares in Raffles Town Club, Europa Holdings Pte Ltd, and ABR Holdings Limited. The plaintiff claimed the defendants breached pre-emption provisions and conspired to conceal an agreement. Chan Seng Onn J. dismissed all of the plaintiff's claims, finding the alleged misrepresentation was not false and the claims were factually unsustainable.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

All the plaintiff's claims fail in toto and dismiss the present action.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment and Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Dennis Foo sued Lawrence Ang and William Tan for breach of contract, misrepresentation, fraud, and conspiracy. The court dismissed all claims.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Dennis Foo Jong LongPlaintiffIndividualClaim DismissedLost
Ang Yee Lim @ Ang Yee Lim LawrenceDefendantIndividualJudgment for DefendantWon
William Tan Leong KoDefendantIndividualJudgment for DefendantWon

3. Judges

Judge NameTitleDelivered Judgment
Chan Seng OnnJudgeYes

4. Counsels

Counsel NameOrganization
Daniel ChiaMorgan Lewis Stamford LLC
Kenneth ChuaMorgan Lewis Stamford LLC
Stephany AwMorgan Lewis Stamford LLC
Toh Wei YiHarry Elias Partnership LLP
Andy LemHarry Elias Partnership LLP
Farrah IsaacHarry Elias Partnership LLP

4. Facts

  1. Dennis Foo, Lawrence Ang, William Tan, and Peter Lim were business partners in Raffles Town Club, Europa Holdings Pte Ltd, and ABR Holdings Limited.
  2. The relationship between the partners broke down in 2000, leading to a series of litigations.
  3. Dennis Foo claimed that Ang and Tan breached the pre-emption provisions of the Articles of Association of RTC and EH.
  4. Foo alleged that Ang and Tan unlawfully conspired to conceal an agreement with Margaret Tung Yu-Lien and Lin Jian Wei.
  5. The defendants rejected Peter Lim's proposal to use RTC's monies to buy the defendants' shares.
  6. The defendants entered into an agreement with the TYL Consortium for financing to purchase PL and DF’s Interests and Shares.
  7. The plaintiff and RG sold their interests in RTC, EH and ABR to LA for S$36m and PL released the defendants from Suit 742.

5. Formal Citations

  1. Foo Jong Long Dennis v Ang Yee Lim Lawrence and another, Suit No 72 of 2013 and Summons No 4391 of 2015, [2016] SGHC 10

6. Timeline

DateEvent
Meeting leading to breakdown of relationship between defendants and Peter Lim
Series of litigations commenced (Year 2000 Suits)
First tranche of mediation at Singapore Mediation Centre
Second tranche of mediation at Arfat Selvam’s law firm
Third tranche of mediation at Singapore Mediation Centre
Mediation completed
Defendants met with Margaret Tung Yu-Lien and Lin Jian Wei
Defendants and TYL Consortium signed Minutes of Meeting
Draft of Deed circulated by Lee & Lee
Wong Partnership wrote to Urban Redevelopment Authority
Cheque for S$3 million provided by TYL to Mr Teo
Lee & Lee wrote to the Securities Industry Council
Securities Industry Council responded to Lee & Lee
Deed of settlement entered into
Defendants and TYL Consortium entered into Exchangeable Facility Agreement
Defendants signed Chinese agreement
Defendants acknowledged banker’s guarantees
LA, TYL Consortium and Sullivan entered into ABR Agreement
Defendants and TYL Consortium signed Chinese agreement
LA and TYL Consortium entered into Exchangeable Facility Agreement
TYL Consortium exercised rights under Exchangeable Facility Agreement
Bernard & Rada Law Corporation wrote to Harry Elias Partnership LLP
Harry Elias Partnership LLP responded to Bernard & Rada Law Corporation
Stamford Law Corporation took over conduct of Suit 72
Stamford Law Corporation wrote to Harry Elias Partnership LLP
Harry Elias Partnership LLP replied to Stamford Law Corporation
Plaintiff's 1st affidavit dated
Plaintiff applied for action to be bifurcated
Action was bifurcated
Defendants filed opening statement
Trial commenced
Plaintiff concluded testimony and closed case
Morgan Lewis Stamford LLC wrote to Harry Elias Partnership LLP
Harry Elias Partnership LLP stated Mr Elias was present at Mediation
Plaintiff filed Summons No 4391 of 2015
Hearing on Summons No 4391 of 2015
Third tranche of trial commenced
Summons No 4391 of 2015 dismissed
Plaintiff applied to Court of Appeal for leave to appeal
Plaintiff's application for adjournment refused
Third tranche of trial completed
Court of Appeal dismissed plaintiff's application for leave to appeal
Judgment reserved
Judgment issued

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court held that there was no breach of contract.
    • Category: Substantive
  2. Misrepresentation
    • Outcome: The court held that there was no misrepresentation.
    • Category: Substantive
  3. Fraud and Deceit
    • Outcome: The court held that there was no fraud or deceit.
    • Category: Substantive
  4. Conspiracy
    • Outcome: The court held that there was no conspiracy.
    • Category: Substantive
  5. Pre-emption Rights
    • Outcome: The court held that the pre-emption rights were not triggered.
    • Category: Substantive
    • Related Cases:
      • [1959] AC 763
      • [2000] 2 BCLC 211
  6. Solicitor's conflict of interest
    • Outcome: The court dismissed the application to injunct the defendant's solicitor.
    • Category: Procedural
    • Related Cases:
      • [2012] 2 SLR 451

8. Remedies Sought

  1. Monetary Damages
  2. Injunction

9. Cause of Actions

  • Breach of Contract
  • Fraudulent Misrepresentation
  • Conspiracy

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
R1 International Pte Ltd v Lonstroff AGCourt of AppealYes[2015] 1 SLR 521SingaporeCited for the objective approach towards determining whether parties have reached an agreement and that the effect of silence is context-dependent.
Midlink Development Pte Ltd v The Stansfield Group Pte LtdHigh CourtYes[2004] 4 SLR(R) 258SingaporeCited for the principle that a contract can be concluded on the terms of a draft agreement if the parties are perceived by their conduct to have acted on it, and that silence can be unequivocal evidence of consent.
Spiro v LinternN/ANo[1973] 1 WLR 1002N/ACited for the principle that if A sees B acting in the mistaken belief that A is under some binding obligation to him and in a manner consistent only with the existence of such an obligation, which would be to B’s disadvantage if A were thereafter to deny the obligation, A is under a duty to disclose the non-existence of the supposed obligation.
Lyle & Scott Ltd v Scott's Trustees, Lyle & Scott Ltd v British Investment Trust LtdHouse of LordsYes[1959] AC 763United KingdomCited as the leading decision on pre-emption rights, specifically regarding the interpretation of 'transfer' in the context of triggering pre-emption rights.
Re Sedgefield Steeplechase Co (1927) Ltd, Scotto v Petch and othersEnglish High CourtYes[2000] 2 BCLC 211United KingdomCited for the principle that a shareholder who wishes to dispose of his shares but has no intention of contravening the subsisting pre-emption provisions in the articles of association did not intend to transfer for the purpose of triggering an obligation to give notice unless he went further and did something which was in breach of those provisions.
Brigg v ThorntonEnglish Court of AppealYes[1904] 1 Ch 386United KingdomCited for the principle that a restrictive covenant is to be construed strictly so as to not create a wider obligation than that imported by its actual words.
Rother v Colchester CorporationN/AYes[1969] 1 WLR 720N/ACited for the principle that a restrictive covenant is to be construed strictly so as to not create a wider obligation than that imported by its actual words.
Chua Kim Leng (Cai Jinling) v Phillip Securities Pte LtdHigh CourtYes[2006] SGHC 221SingaporeCited for the principle that in matters of commerce, there is a rebuttable presumption that the parties intend to create legal relations in any commercial arrangement that they propose.
Tan Eck Hong v Maxz Universal Development Group Pte LimitedHigh CourtYes[2012] SGHC 240SingaporeCited for the principle that the onus on a party who asserts that a commercial arrangement is not to have legal effect is a heavy one.
G Percy Trentham Ltd v Archital LuxferN/AYes[1993] 1 Lloyd’s Rep 25N/ACited for the principle that where the parties perform the terms of the commercial arrangement, it is likely that they intend to enter into legal relations pursuant to the commercial arrangement.
Barbudev v Eurocom Cable Management Bulgaria EOODN/AYes[2011] 2 All ER (Comm) 963N/ACited for the principle that the fact that the commercial arrangement is drafted/structured by solicitors and the use of language importing legal relations are factors that would go towards finding that parties intend to create legal relations.
Tang Yoke Kheng (trading as Niklex Supply Co) v Lek Benedict and OthersN/AYes[2005] 3 SLR 263N/ACited for the standard of proof required to establish fraud.
Then Khek Khoon and another v Arjun Permanand Samtani and anotherHigh CourtYes[2012] 2 SLR 451SingaporeCited for the law on invoking the inherent jurisdiction of the court to discharge a solicitor pursuant to r 64(2) of the PCR.
Wee Soon Kim Anthony v Law Society of SingaporeN/AYes[2001] 2 SLR(R) 821N/ACited for the principle that even if the court finds a breach of r 64(2) of the PCR, the court should only exercise its inherent jurisdiction and discharge the solicitor from acting for his client only when it is of the view that such an order would prevent injustice or an abuse of process of the court.
Theakston v. London Trust PlcN/ANo[1984] BCLC 390N/ACited for the principle that an agreement with a bidder to serve a transfer notice when called upon to do so did not trigger an obligation to give a transfer notice at once.
Ex -p Schwarcz (No 2)N/ANo[1989] BCLC 427N/ACited for the principle that an intention to transfer shares to an outsider conditional upon the pre-emption rights having been deleted by special resolution cannot be an intention which creates an immediate obligation to give a notice.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap, 322, R5, Rev Ed 2014)Singapore
Legal Profession (Professional Conduct) Rules (Cap 161, R1, Rev Ed 2010)Singapore
Companies Act 1985United Kingdom

15. Key Terms and Keywords

15.1 Key Terms

  • Pre-emption rights
  • Deed of settlement
  • Mediation
  • Articles of Association
  • Exchangeable Facility Agreement
  • Minutes of Meeting
  • TYL Consortium
  • Alleged Representation
  • Alleged Mediation Agreement
  • Sale Shares

15.2 Keywords

  • breach of contract
  • misrepresentation
  • fraud
  • conspiracy
  • pre-emption rights
  • shareholder dispute
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Breach of Contract75
Fraud and Deceit70
Misrepresentation65
Conspiracy by Unlawful Means60
Contract Law50

16. Subjects

  • Contract Law
  • Tort Law
  • Shareholder Rights
  • Civil Litigation