Lam Kwok Leong v Yap Koe Siong: Loan Dispute over Gombak United & Debao Property Investment

Mr. Lam Kwok Leong and Mdm Pow Kim Hoo sued Mr. Yap Koe Siong in the High Court of Singapore on September 5, 2016, for outstanding loans related to Gombak United Football Club and an investment in Debao Property Development Ltd, as well as damages for breach of fiduciary duties. The court gave judgment for the plaintiffs on their claim in respect of the Club loans and dismissed their claims in respect of the Debao loan and the alleged breach of fiduciary duties.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for the plaintiffs on their claim in respect of the Club loans and dismissed their claims in respect of the Debao loan and the alleged breach of fiduciary duties.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiffs sued Defendant for outstanding loans related to Gombak United and Debao Property investment. The court ruled in favor of the Plaintiffs for the Gombak United loan but dismissed the Debao loan claim.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Lam Kwok LeongPlaintiffIndividualJudgment for PlaintiffPartial
Pow Kim HooPlaintiffIndividualJudgment for PlaintiffPartial
Yap Koe SiongDefendantIndividualClaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Chua Lee MingJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Faizal Shah Bin Mohamed HaniffaKeystone Law Corporation
Say Chin Phang, SeanKeystone Law Corporation
Ranvir Kumar SinghUniLegal LLC

4. Facts

  1. Plaintiffs sued the defendant for $146,000 outstanding in Club loans and $365,823.50 for a Debao loan.
  2. The first plaintiff and the defendant met in the early 1980s, and the defendant became the first plaintiff's remisier.
  3. In 2002, the first plaintiff began giving loans to the defendant for Gombak United Football Club.
  4. In November 2011, the first plaintiff showed the defendant a computation for $197,676 outstanding on the Club loans.
  5. The defendant issued a backdated cheque for $197,000, not intended for payment, agreeing to compromise the amount owing.
  6. Between December 2010 and February 2014, the defendant paid $46,800 as interest and $51,000 towards the principal.
  7. In 2007, the defendant introduced a pre-IPO investment opportunity in Debao to the first plaintiff.
  8. The plaintiffs claimed they agreed to lend the defendant $400,000 to invest in Debao on his behalf.
  9. The convertible loan was converted into Debao shares on 30 March 2010, issued in the second plaintiff’s name.
  10. The plaintiffs alleged the defendant's share of Debao interest was $16,372.60, sales proceeds were $13,881.40, and dividends were $12,482.50.
  11. The plaintiffs claimed the defendant’s share of the “cost of placing” the Debao shares was $8,560.
  12. The plaintiffs did not mention the Debao loan in correspondences until a letter of demand on 20 March 2014.
  13. The value of the Debao shares fell soon after listing, losing 85% to 90% of their value.

5. Formal Citations

  1. Lam Kwok Leong and another v Yap Koe Siong, Suit No 967 of 2015, [2016] SGHC 184

6. Timeline

DateEvent
First plaintiff started giving loans to the defendant.
Defendant sent payment instructions to the plaintiffs via email.
Keith decided to invest $100,000 under the second plaintiff’s name.
Plaintiffs allegedly gave the defendant a loan of $400,000 for Debao investment.
Second plaintiff opened a new securities account with the Central Depository (Pte) Ltd.
Convertible loan was converted into Debao shares.
CDP informed the second plaintiff that the Debao shares had been credited to her account.
Debao was listed on the Singapore Exchange.
Defendant paid $46,800 as interest and $51,000 as repayment towards the principal amount between December 2010 and February 2014.
First plaintiff showed the defendant a computation for $197,676 being the amount outstanding on the Club loans.
First plaintiff emailed the defendant demanding payment of the compromised sum of $197,000 in respect of the Club loans.
Plaintiffs' solicitors sent a letter of demand to the defendant.
Debao paid dividends between 2012 and 2015.
Hearing took place on 12, 13, 16, 17, 23 and 26 May 2016.
Judgment was delivered on 5 September 2016.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the plaintiffs had proved their claim on a balance of probabilities in respect of the Club loans but failed to prove the Debao loan.
    • Category: Substantive
  2. Breach of Fiduciary Duties
    • Outcome: The court agreed with the defendant that the plaintiffs were not entitled to pursue their claim for breach of fiduciary duties because the breaches alleged in their opening statement were not pleaded.
    • Category: Substantive
  3. Illegal Moneylending
    • Outcome: The court rejected the defendant’s defence of illegal moneylending under the Moneylenders Act on the ground that the plaintiffs were not in the business of moneylending.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Declaration that shares are held on trust

9. Cause of Actions

  • Breach of Contract
  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Finance
  • Sports

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
No cited cases

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute NameJurisdiction
Moneylenders Act (Cap 188, 2010 Rev Ed)Singapore
State Courts Act (Cap 321, 2007 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Club loans
  • Debao loan
  • Remisier
  • Gombak United Football Club
  • Debao Property Development Ltd
  • Pre-IPO investment
  • Convertible loan
  • Central Depository (Pte) Ltd
  • CDP account

15.2 Keywords

  • Loan
  • Contract
  • Investment
  • Football Club
  • Shares
  • Breach of Contract
  • Fiduciary Duty

17. Areas of Law

Area NameRelevance Score
Credit and Security75
Money and moneylenders75
Loans75
Contract Law50
Fiduciary Duties25

16. Subjects

  • Contract Law
  • Loan Agreement
  • Securities Law