UOB v Lippo Marina: Attribution of Fraudulent Employee Knowledge & Summary Determination of Law

In United Overseas Bank Limited v Lippo Marina Collection Pte Ltd, the Singapore High Court addressed whether a bank, United Overseas Bank Limited ('UOB'), could be attributed with the knowledge of its fraudulent employee, Ann Ong, to preclude UOB from alleging misrepresentation and deceit by Lippo Marina Collection Pte Ltd and others. UOB sought a determination of a question of law under Order 14 Rule 12 and the striking out of portions of the defendants' defense. The Assistant Registrar dismissed both applications, but the High Court allowed UOB's appeal, granting both applications. The court determined that the knowledge of a fraudulent employee is not imputed to the principal when the employee knowingly commits fraud against the principal, and that the defendants' defense disclosed no reasonable defense.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Appeal allowed; both applications (determination of law and striking out) granted.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case regarding whether a bank is attributed with a fraudulent employee's knowledge to preclude claims of misrepresentation and deceit.

1.7 Decision Date

21 February 2016

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
United Overseas Bank Limited	Plaintiff, Appellant	Corporation	Appeal Allowed	Won	Alcina Chew of Tan Kok Quan Partnership Eddee Ng of Tan Kok Quan Partnership Lau Qiuyu of Tan Kok Quan Partnership Ho Xin Ling of Tan Kok Quan Partnership
Lippo Marina Collection Pte Ltd	Defendant, Respondent	Corporation	Appeal Dismissed	Lost
Goh Buck Lim	Defendant, Respondent	Individual	Appeal Dismissed	Lost	Claire Tan of Straits Law Practice LLC Shanker Angammah Sevasamy of Straits Law Practice LLC
Aurellia Adrianus Ho also known as Filly Ho	Defendant, Respondent	Individual	Appeal Dismissed	Lost	Claire Tan of Straits Law Practice LLC Shanker Angammah Sevasamy of Straits Law Practice LLC
Goh Han Rong Clarke	Defendant	Individual	Unknown	Neutral
Goh Yu Wei Ewis	Defendant	Individual	Unknown	Neutral
Jennifer Janeth	Defendant	Individual	Unknown	Neutral
Erfan Syah Putra Theodora Budi Halimundjaja	Defendant	Individual	Unknown	Neutral

3. Judges

Judge Name	Title	Delivered Judgment
Aedit Abdullah	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Alcina Chew	Tan Kok Quan Partnership
Eddee Ng	Tan Kok Quan Partnership
Lau Qiuyu	Tan Kok Quan Partnership
Ho Xin Ling	Tan Kok Quan Partnership
Claire Tan	Straits Law Practice LLC
Shanker Angammah Sevasamy	Straits Law Practice LLC

4. Facts

United Overseas Bank Limited granted housing loans to purchasers of units in Marina Collection.
Lippo Marina Collection Pte Ltd, the developer, gave substantial furniture rebates to purchasers.
The purchasers did not disclose the furniture rebates on their housing loan applications.
The bank alleged that the defendants conspired to mislead the bank into granting housing loans based on inflated purchase prices.
The bank alleged that the defendants procured purchasers who did not have the genuine means to service the housing loans.
The Vice-President of Home Loans of the plaintiff, Ann Ong, was allegedly aware of the arrangement to transfer monies between the accounts.

5. Formal Citations

United Overseas Bank Ltd v Lippo Marina Collection Pte Ltd and others, Suit No 1250 of 2014 (Registrar’s Appeal No 145 of 2015), [2016] SGHC 23

6. Timeline

Date	Event
2011-01-01	Lippo Marina sold 38 units in Marina Collection between 2011 and 2013.
2013-12-31	Lippo Marina sold 38 units in Marina Collection between 2011 and 2013.
2014-11-26	United Overseas Bank Limited commenced Suit 1250 against the defendants.
2015-01-08	The Defendants filed a joint defence.
2015-09-09	Plaintiff filed submissions.
2015-09-21	Hearing on Summons 1069.
2015-10-26	Hearing on Summons 1069.
2016-02-22	Judgment issued.

7. Legal Issues

Attribution of Knowledge
- Outcome: The knowledge of a fraudulent agent will not be imputed to his principal where the agent has knowingly committed fraud against the principal.
- Category: Substantive
- Sub-Issues:
  - Fraudulent agent
  - Breach of duty
  - Estoppel
  - Lack of inducement
- Related Cases:
  - [1896] 2 Ch 743
  - [2015] 2 All ER 1083
  - [2014] 3 HKC 323
  - [2014] 3 SLR 329
  - [1995] 2 AC 500
Summary Determination of Law
- Outcome: Summary determination is appropriate where the question does not raise factual issues and leads to saving of time and costs.
- Category: Procedural
- Sub-Issues:
  - Suitability for determination without full trial
  - Saving of time and costs
- Related Cases:
  - [2011] 2 SLR 1
  - [2008] 2 SLR(R) 540
  - [2015] 2 SLR 540

8. Remedies Sought

Monetary damages

9. Cause of Actions

Conspiracy to defraud
Deceit

10. Practice Areas

Commercial Litigation
Banking Litigation

11. Industries

Banking
Real Estate

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
ANB v ANF	High Court	Yes	[2011] 2 SLR 1	Singapore	Cited for the principle that the overriding consideration in deciding when the discretion will be exercised is whether the summary determination would fulfil the underlying purpose of O 14 r 12, ie, to save time and costs for the parties.
Obegi Melissa v Vestwin Trading Pte Ltd	Court of Appeal	Yes	[2008] 2 SLR(R) 540	Singapore	Cited for the principle that a question that raises factual issues requiring findings of fact is not appropriate for summary determination.
TMT Asia Ltd v BHP Billiton Marketing AG (Singapore Branch)	High Court	Yes	[2015] 2 SLR 540	Singapore	Cited for the principle that a question that raises factual issues requiring findings of fact is not appropriate for summary determination.
Payna Chettiar v Maimoon bte Ismail	High Court	Yes	[1997] 1 SLR(R) 738	Singapore	Cited for the principle that the mere fact that the question raises a complex issue of law is not a bar to summary determination.
Microsoft Corp and others v SM Summit Holdings and another and other appeals	High Court	Yes	[1999] 3 SLR(R) 465	Singapore	Cited for the principle that an application under O 14 r 12 is not restricted to cases where the decision would determine the entire cause or matter.
In re Hampshire Land Company	Chancery Division	Yes	[1896] 2 Ch 743	England and Wales	Cited as the origin of the Re Hampshire Land principle, which states that the knowledge of a fraudulent agent will not be imputed to his principal where the agent has knowingly committed fraud against the principal.
Kamla Lal Hiranand v Harilela Padma Hari and others	Court of Appeal	Yes	[2000] 2 SLR(R) 801	Singapore	Cited for the principle that the court can proceed on certain assumptions when dealing with an application under O 14 r 12.
Beam Technology (Mfg) Pte Ltd v Standard Chartered Bank	Court of Appeal	Yes	[2003] 1 SLR(R) 597	Singapore	Cited as a case distinguishable from the present case, where the court held that the question posed by the respondent in that case was not suitable for summary determination because there were issues that had to be resolved at trial before the question could be answered.
Tat Lee Securities Pte Ltd v Tsang Tsang Kwong and another action	Court of Appeal	Yes	[1999] 3 SLR(R) 692	Singapore	Cited as a case distinguishable from the present case, where the Court of Appeal dismissed the application for summary determination on the ground that the construction of the letters of authority would neither assist the appellant in respect of the respondents’ claim which was based on agency law nor in respect of the claim on negligence.
Bilta (UK) Ltd (in liquidation) and others v Nazir and others (No 2)	United Kingdom Supreme Court	Yes	[2015] 2 All ER 1083	United Kingdom	Cited for affirming the Re Hampshire Land principle and clarifying its rationale and scope.
Moulin Global Eyecare Trading Ltd (In Liq) v Commissioner of Inland Revenue	Hong Kong Court of Final Appeal	Yes	[2014] 3 HKC 323	Hong Kong	Cited for affirming the Re Hampshire Land principle and clarifying its rationale and scope.
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)	Court of Appeal	Yes	[2014] 3 SLR 329	Singapore	Cited for accepting the Re Hampshire Land principle as part of Singapore law.
Strover v Harrington	Chancery Division	Yes	[1988] Ch 390	England and Wales	Cited as a case where the third parties did not act fraudulently in any way and the knowledge of the agents were attributed to the principal.
Gabriel v Little and others	High Court of Justice	Yes	[2012] EWHC 1193	England and Wales	Cited as a case where the third parties did not act fraudulently in any way and the knowledge of the agents were attributed to the principal.
Meridian Global Funds Management Asia Ltd v Securities Commission	Privy Council	Yes	[1995] 2 AC 500	United Kingdom	Cited as the leading case on the topic of attribution, explaining the concept and setting out three distinct rules of attribution.
JC Houghton and Co v Nothard, Lowe and Wills Ltd	House of Lords	Yes	[1928] AC 1	United Kingdom	Cited for the view that it would be contrary to justice and common sense to treat the knowledge of such persons as that of their company, as if one were to assume that they would make a clean breast of their delinquency.
Stone & Rolls v Moore Stephens	House of Lords	Yes	[2009] AC 1391	United Kingdom	Cited as a case where the three majority judges appeared to have expressed different ideas on what the rationale of the Re Hampshire Land principle was.
Basil Anthony Herman v Premier Security Co-operative Ltd and others	Court of Appeal	Yes	[2010] SGCA 15	Singapore	Cited for the general reluctance of the court to separate inquiries of fact and law because it will usually result in more costs and delay for parties as well as a multiplicity of proceedings.
DBS Bank Ltd v Carrier Singapore (Pte) Ltd	High Court	Yes	[2008] 3 SLR(R) 261	Singapore	Cited for the principle that a defendant cannot argue contributory negligence on the part of the plaintiff as a defence to the plaintiff’s claims in the tort of deceit and unlawful act conspiracy.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, r 5, 2014 Rev Ed)	Singapore
Order 14 r 12 of the Rules of Court	Singapore
Order 18 r 9(1)(a) to (c) and/or (d)	Singapore
Order 92 r 4	Singapore
Banking Act (Cap 19, 2008 Rev Ed)	Singapore
s 55 of the Banking Act	Singapore
Order 18 r 19(1)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Attribution of knowledge
Re Hampshire Land principle
Summary determination
Fraudulent employee
Misrepresentation
Deceit
Estoppel
Inducement
Rules of attribution
Breach of duty exception

15.2 Keywords

attribution
fraud
summary judgment
banking
misrepresentation
deceit

17. Areas of Law

Area Name	Relevance Score
Fraud and Deceit	80
Civil Practice	75
Misrepresentation	60
Estoppel	40
Contract Law	30
Company Law	25

16. Subjects

Civil Procedure
Agency
Banking
Fraud