Beyonics Technology Ltd v Goh Chan Peng: Breach of Fiduciary Duty and Conspiracy
In Beyonics Technology Ltd v Goh Chan Peng, the Singapore High Court addressed claims by Beyonics Technology Ltd and Beyonics International Pte Ltd against Goh Chan Peng, a former director and CEO, for breach of contractual, statutory, and fiduciary duties, as well as conspiracy to injure the plaintiffs. The plaintiffs alleged that Goh diverted business to a competitor, received improper payments, and caused unjustified expenses. The court found Goh liable for breaching his fiduciary duties, including diverting business, accepting bribes, and failing to disclose conflicts of interest. The court awarded damages to the plaintiffs for the diversion loss, total loss of business, unjustified expenses, and unjustified salary. The court dismissed Goh's counterclaim.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving Beyonics Technology's claim against its former CEO for breach of fiduciary duty and conspiracy, resulting in loss of business.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Beyonics Technology Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Marina Chin, Cheryl Nah, Alcina Chew, Eugene Low, Kristy Teo |
| Beyonics International Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Marina Chin, Cheryl Nah, Alcina Chew, Eugene Low, Kristy Teo |
| Goh Chan Peng | Defendant | Individual | Counterclaim Dismissed, Judgment against Defendant, Judgment against Defendant | Lost, Lost, Lost | Ng Lip Chih |
| Lee Bee Lan | Defendant | Individual | Neutral | Neutral | Ng Lip Chih |
| Wyser International Ltd | Defendant | Corporation | Judgment against Defendant | Lost | Ng Lip Chih |
| Wyser Capital Ltd | Defendant | Corporation | Neutral | Neutral | Ng Lip Chih |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Hoo Sheau Peng | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Marina Chin | Tan Kok Quan Partnership |
| Cheryl Nah | Tan Kok Quan Partnership |
| Alcina Chew | Tan Kok Quan Partnership |
| Eugene Low | Tan Kok Quan Partnership |
| Kristy Teo | Tan Kok Quan Partnership |
| Ng Lip Chih | NLC Law Asia LLP |
4. Facts
- Mr. Goh was the director and CEO of the Plaintiffs.
- The Plaintiffs allege Mr. Goh breached duties and conspired to injure them.
- Mr. Goh's wrongdoing purportedly resulted in the diversion of business.
- Mr. Goh allegedly received payments from a competitor via Wyser International.
- The First Plaintiff's claims relate to the loss of the customer’s business and the two payments made.
- The Second Plaintiff claims against Mr. Goh for unjustified expenses and salary.
- Seagate approved of a new collaboration between the Beyonics Group and the NEDEC/KODEC Group.
5. Formal Citations
- Beyonics Technology Ltd and another v Goh Chan Peng and others, Suit No 672 of 2013, [2016] SGHC 120
6. Timeline
| Date | Event |
|---|---|
| Beyonics Technology Ltd incorporated in Singapore | |
| Beyonics Technology Ltd listed on the Singapore Stock Exchange | |
| Goh Chan Peng appointed director and CEO of the Plaintiffs | |
| Severe floods in Thailand | |
| Channelview Investments Ltd completed acquisition of the First Plaintiff | |
| First Plaintiff delisted | |
| B–N Alliance encapsulated in an agreement between BAP and LND | |
| Wyser Agreements signed | |
| Goh Chan Peng resigned | |
| Financial Year 2014 began | |
| Financial Year 2014 ended | |
| Trial began | |
| Trial concluded | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Mr. Goh breached his fiduciary duties to the Plaintiffs.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Failure to act in best interest of company
- Secret profit
- Failure to disclose wrongdoing
- Related Cases:
- [2013] 3 SLR 631
- [2007] 2 SLR(R) 597
- Causation in Equitable Compensation
- Outcome: The court found that Mr. Goh's breaches caused the Diversion Loss and Total Loss.
- Category: Substantive
- Related Cases:
- [1996] 1 AC 421
- [1934] 3 DLR 465
- [2014] 1 SLR 245
- Dishonest Assistance
- Outcome: The court found Wyser International liable for dishonest assistance in Mr. Goh's breach of fiduciary duty.
- Category: Substantive
- Related Cases:
- [2010] 3 SLR 813
- Unlawful Means Conspiracy
- Outcome: The court found Mr. Goh and Wyser International liable for unlawful means conspiracy in relation to the Diversion Loss.
- Category: Substantive
- Related Cases:
- [2008] 1 SLR(R) 80
- [2009] 3 SLR(R) 452
- [1999] 3 SLR(R) 1167
- Relief under Section 391 of the Companies Act
- Outcome: The court found that Mr. Goh could not avail himself of the defence under s 391 of the Companies Act.
- Category: Procedural
8. Remedies Sought
- Equitable Compensation
- Account of Profits
- Payment of Amounts Received
- Damages
9. Cause of Actions
- Breach of Contract
- Breach of Statutory Duty
- Breach of Fiduciary Duty
- Dishonest Assistance
- Unlawful Means Conspiracy
10. Practice Areas
- Commercial Litigation
- Breach of Fiduciary Duty
- Corporate Governance
11. Industries
- Manufacturing
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Tan Kia Poh v Hong Leong Finance Ltd | Court of Appeal | Yes | [1993] 3 SLR(R) 429 | Singapore | Cited for the principle that courts may not allow a party to pursue a certain line of argument if pleadings are not sufficiently specific. |
| Townsing Henry George v Jenton Overseas Investment Ptd Ltd | Court of Appeal | Yes | [2007] 2 SLR(R) 597 | Singapore | Cited for the observation that s 157(1) of the Companies Act is the statutory equivalent of the duty to act bona fide which exists at common law. |
| Quality Assurance Management Asia Pte Ltd v Zhang Qing | High Court | Yes | [2013] 3 SLR 631 | Singapore | Cited for the proposition that a fiduciary has a duty to disclose his own wrongdoing to his employer. |
| Item Software (UK) Ltd v Fassihi | England and Wales Court of Appeal (Civil Division) | Yes | [2004] EWCA Civ 1244 | England and Wales | Cited in Quality Assurance Management Asia Pte Ltd v Zhang Qing for the proposition that a fiduciary has a duty to disclose his own wrongdoing to his employer. |
| Target Holdings Ltd v Redferns | House of Lords | No | [1996] 1 AC 421 | United Kingdom | Discussed in relation to the 'but for' test of causation in equitable compensation claims. |
| Brickenden v London Loan & Savings Co of Canada | Privy Council | Yes | [1934] 3 DLR 465 | Canada | Discussed in relation to a less strict approach to causation in equitable compensation claims, where a fiduciary's breach is 'in some way connected' to the loss. |
| Then Khek Koon v Arjun Permanad Samtani | High Court | Yes | [2014] 1 SLR 245 | Singapore | Discussed in relation to the test of causation in the context of equitable compensation. |
| John While Springs (S) Pte Ltd v Goh Sai Chuah Justin | High Court | Yes | [2004] 3 SLR(R) 596 | Singapore | Cited for the principle that the burden shifts to the fiduciary to show that the plaintiff would have incurred losses even if there had been no breach. |
| Kumagai-Zenecon Construction Pte Ltd v Low Hua Kin | High Court | Yes | [1999] 3 SLR(R) 1049 | Singapore | Cited for the principle that a fiduciary owes to his principal the highest standard of duty known to the law. |
| Swiss Butchery Pte Ltd v Huber Ernst | High Court | Yes | [2010] 3 SLR 813 | Singapore | Cited for the objective test of dishonesty in dishonest assistance claims. |
| Nagase Singapore v Ching Kai Huat | High Court | Yes | [2008] 1 SLR(R) 80 | Singapore | Cited for the elements of the tort of unlawful means conspiracy. |
| Beckkett Pte Ltd v Deutsche Bank AG | High Court | Yes | [2009] 3 SLR(R) 452 | Singapore | Cited for the definition of 'unlawful means' in the tort of unlawful means conspiracy. |
| Chew Kong Huat v Ricwil Singapore Pte Ltd | High Court | Yes | [1999] 3 SLR(R) 1167 | Singapore | Cited for the principle that breach of fiduciary duties can constitute unlawful means in a conspiracy claim. |
| Mona Computer Systems (S) Pte Ltd v Singaravelu Murugan | High Court | Yes | [2014] 1 SLR 847 | Singapore | Cited for the principle that a fiduciary who takes secret bribes must account for them to the principal. |
| MFM Restaurant Pte Ltd v Fish & Co Restaurants Pte Ltd | High Court | No | [2011] 1 SLR 150 | Singapore | Discussed in relation to the relevant period of assessment for damages. |
13. Applicable Rules
| Rule Name |
|---|
| O 18 r 8(1)(a) of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
| O 18 r 8(1)(b) of the Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| s 156 of the Companies Act | Singapore |
| s 157(1) of the Companies Act | Singapore |
| s 157(2) of the Companies Act | Singapore |
| s 391 of the Companies Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Baseplates
- B–N Alliance
- Wyser Agreements
- E-coated baseplates
- Second Stage Work
- Seagate Grant
- Diversion Loss
- Total Loss
- CNC Machines
- NEDEC/KODEC Group
15.2 Keywords
- Fiduciary Duty
- Breach of Duty
- Conspiracy
- Director
- CEO
- Beyonics
- Goh Chan Peng
- Wyser International
- Seagate
- Baseplates
- Singapore High Court
- Commercial Litigation
16. Subjects
- Fiduciary Duty
- Company Law
- Conspiracy
- Commercial Litigation
17. Areas of Law
- Equity
- Fiduciary relationships
- Equitable compensation
- Tort
- Conspiracy
- Trusts
- Accessory liability
- Company Law