Ong Ghee Soon Kevin v Ho Yong Chong: Negligent Misrepresentation & Amaru Shares

Ong Ghee Soon Kevin, the plaintiff, sued Ho Yong Chong, the defendant, in the High Court of Singapore, alleging negligent misrepresentation that induced him to purchase shares in Amaru Inc. The plaintiff claimed the defendant's representations about Amaru's listing on NASDAQ and future share value led him to invest US$655,000, which he sought to recover. The defendant denied making the representations and argued Swiss law applied. The court dismissed the plaintiff's claim, finding a lack of proof that the representations were made.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiff's action against the defendant is dismissed with costs.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff sues defendant for negligent misrepresentation inducing purchase of Amaru Inc shares. Court dismisses claim due to lack of proof of representations.

1.7 Decision Date

15 December 2016

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Ong Ghee Soon Kevin	Plaintiff	Individual	Claim Dismissed	Lost	Alvin Tan of Wong Thomas & Leong John Loh of Wong Thomas & Leong
Ho Yong Chong	Defendant	Individual	Judgment for Defendant	Won	Lai Yew Fei of Rajah & Tann Singapore LLP Lee Hui Yi of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Belinda Ang Saw Ean	Judge	Yes

4. Counsels

Counsel Name	Organization
Alvin Tan	Wong Thomas & Leong
John Loh	Wong Thomas & Leong
Lai Yew Fei	Rajah & Tann Singapore LLP
Lee Hui Yi	Rajah & Tann Singapore LLP

4. Facts

The plaintiff, a Malaysian citizen, was a private banking customer of Crédit Agricole (Suisse) SA.
The defendant, a Singapore citizen, was an employee of Crédit Agricole (Suisse) SA.
The plaintiff purchased 200,000 shares in Amaru Inc for US$655,000.
The plaintiff claimed he was induced to invest in Amaru by misrepresentations made by the defendant.
The defendant denied making the representations and claimed the tort was committed in Switzerland.
The plaintiff's account with the bank was booked and domiciled in Geneva, Switzerland.
The bank's General Conditions stated that all relations between the Bank and its client are subject to Swiss law.

5. Formal Citations

Ong Ghee Soon Kevin v Ho Yong Chong, Suit No 129 of 2011, [2016] SGHC 277

6. Timeline

Date	Event
2000-11-01	Plaintiff opened an account with the bank.
2005-02-04	Plaintiff was in Singapore.
2005-02-05	Plaintiff was in Singapore.
2005-03-02	Plaintiff was in Singapore.
2005-03-04	Plaintiff's instruction to the bank by way of a letter of instruction dated 4 March 2005.
2005-03-05	Plaintiff was in Singapore.
2005-03-23	Plaintiff sent letters of instruction to the bank.
2005-04-01	Plaintiff purchased 100,000 Amaru shares.
2005-04-18	Plaintiff purchased 50,000 Amaru shares.
2005-12-04	Plaintiff was in Singapore.
2005-12-09	Plaintiff was in Singapore.
2006-01-09	Plaintiff sent letters of instruction to the bank.
2006-02-13	Plaintiff purchased 50,000 Amaru shares.
2006-05-16	A 1-for-4 stock split of the Amaru shares was conducted.
2010-03-17	Plaintiff complained to the bank about the Amaru transactions.
2010-05-28	The bank's legal department responded to the plaintiff's complaint.
2010-06-26	Plaintiff sent a second complaint letter.
2010-07-14	The legal department maintained its position.
2011-02-28	Plaintiff filed this action against the bank and the defendant.
2011-09-15	Plaintiff discontinued his action against the Bank.
2016-12-16	Judgment reserved.

7. Legal Issues

Negligent Misrepresentation
- Outcome: The court found that the plaintiff failed to prove that the defendant made the alleged representations, and therefore the claim for negligent misrepresentation was dismissed.
- Category: Substantive
- Sub-Issues:
  - Duty of care
  - Breach of duty
  - Causation
  - Reliance
  - Inducement
- Related Cases:
  - [2015] 3 SLR 732
  - [2007] 4 SLR(R) 100
  - [1964] AC 465
Choice of Law
- Outcome: The court determined that it was not necessary to rule on the choice of law issue, as the plaintiff's claim failed on the facts.
- Category: Jurisdictional

8. Remedies Sought

Monetary Damages (US$655,000)

9. Cause of Actions

Negligent Misrepresentation

10. Practice Areas

Litigation
Commercial Litigation

11. Industries

Finance
Banking

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Xia Zhengyan v Geng Changqing	Court of Appeal	Yes	[2015] 3 SLR 732	Singapore	Cited for guidance on handling misrepresentation claims.
Tan Chin Seng and others v Raffles Town Club Pte Ltd	High Court	Yes	[2002] SGHC 278	Singapore	Cited to distinguish statements of fact from statements of opinion in misrepresentation claims.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency	Court of Appeal	Yes	[2007] 4 SLR(R) 100	Singapore	Cited for the universal test to establish a duty of care in negligence actions.
Deutsche Bank AG v Chang Tse Wen and another appeal	Court of Appeal	Yes	[2013] 4 SLR 886	Singapore	Cited for the principle that the question of whether a tortious duty of care has arisen must be assessed by reference to the sequence of relevant facts and events up to the time the alleged duty is said to have been breached.
Go Dante Yap v Bank Austria Creditanstalt AG	High Court	Yes	[2011] 4 SLR 559	Singapore	Cited for the concept of assumption of responsibility as the basis of a sufficient proximate relationship to meet the first stage.
Hedley Byrne & Co Ltd v Heller & Partners Ltd	House of Lords	Yes	[1964] AC 465	England and Wales	Cited for establishing the principle of assumption of responsibility and reliance in cases of negligent misstatement.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another	Court of Appeal	Yes	[2013] 3 SLR 801	Singapore	Cited for the principle that reliance is the logical end of inducement.
Pacific Recreation Pte Ltd v S Y Technology Inc and another appeal	Court of Appeal	Yes	[2008] 2 SLR(R) 491	Singapore	Cited for the three-stage framework used to determine the governing law of a contract.
The “Jian He”	High Court	Yes	[1999] 3 SLR(R) 432	Singapore	Cited for the principle that contractual clauses should be construed according to the governing law of the contract.
Swiss Supreme Court case 4A_44/2011	Swiss Supreme Court	Yes	4A_44/2011	Switzerland	Cited to support the view that an employee of the bank can take the benefit of a governing law clause between the bank and a client.
Dornoch Ltd and others v Westminster International BV and others (The “WD Fairway”) (No 3)	High Court of Justice	Yes	[2009] EWHC 1782 (Admlty)	England and Wales	Discusses whether reference to a foreign law includes or excludes reference to private international law rules of that system of law.
Blue Sky One Ltd and others v Mahan Air and others	High Court of Justice	Yes	[2010] EWHC 631 (Comm)	England and Wales	Rejected a case-by-case analysis of whether to include or exclude foreign private international law rules.
Amin Rasheed Shipping Corporation v Kuwait Insurance Co (The “Al Wahab”)	House of Lords	Yes	[1984] AC 50	England and Wales	Cited for the opinion that the proper law of a contract is the substantive law of the country referred to, excluding any reference to private international law or conflict rules.
Vita Food Products Inc v Unus Shipping Co Ltd	Privy Council	Yes	[1939] AC 277	United Kingdom	Dicta that appears to take the position that reference to foreign law includes its private international law rules.
Peter O’Driscoll v J Ray McDermott, SA	Supreme Court of Western Australia	Yes	[2006] WASCA 25	Australia	Seemed prepared to accept that the principle that a reference to foreign law included its private international law rules was applicable to contracts.
Kay’s Leasing Corp v Fletcher	Supreme Court of New South Wales	Yes	(1964) 64 SR (NSW) 195	Australia	Took the position that a reference to foreign law included its private international law rules.
Neilson v Overseas Projects Corporation of Victoria Ltd	High Court of Australia	Yes	[2005] HCA 54	Australia	Mentioned in passing.
The “Rainbow Joy”	Court of Appeal	Yes	[2005] 3 SLR(R) 719	Singapore	A contractual choice of law clause applied to a tort committed on board a vessel in an exceptional case where the tort occurred in high seas.
The Effective Reach of Choice of Law Agreements	Singapore Academy of Law Journal	Yes	(2008) 20 SAcLJ 723	Singapore	Mentioned in passing.
Rickshaw Investments and another v Nicolai Baron von Uexkull	Court of Appeal	Yes	[2007] 1 SLR(R) 377	Singapore	Held that the appellants’ equitable claims centring around allegations of breach of fiduciary duty as well as breach of confidence arose from a legal relationship established by an employment contract and were hence governed by the law of the underlying contract (German law).
Thahir Kartika Ratna v PT Pertambangan Minyak dan Gas Bumi Negara (Pertamina)	Court of Appeal	Yes	[1994] 3 SLR(R) 312	Singapore	Referred to the rule that where a restitutionary obligation arises in connection with a contract, the proper law of the restitutionary obligation is the proper law of the contract.
International Trade in Hong Kong and Singapore – An Indivisible Link	Hong Kong Law Journal	Yes	(2010) 40 HKLJ 815	Hong Kong	Mentioned in passing.
JIO Minerals FZC v Mineral Enterprises Ltd	High Court	Yes	[2011] 1 SLR 391	Singapore	Cited for the 'substance test' to determine the place of the tort.
Distillers Co (Biochemicals) Ltd v Laura Anne Thompson	House of Lords	Yes	[1971] AC 458	England and Wales	Cited for the 'substance test' to determine the place of the tort.
BGE 57 II 81	Federal Supreme Court of Switzerland	Yes	BGE 57 II 81	Switzerland	Awarded damages for economic loss to a party that relied on inaccurate information regarding what turned out to be a losing business.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Article 18 of the Swiss Code of Obligations of 1912	Switzerland
Article 112 of the Swiss Code of Obligations	Switzerland
Article 132 of the Swiss Private International Law Act of 1987	Switzerland
Article 41 of the Swiss Code of Obligations	Switzerland

15. Key Terms and Keywords

15.1 Key Terms

Amaru Inc
Amaru shares
Negligent misrepresentation
NASDAQ
Swiss law
Execution-only account
Duty of care
Reliance
Inducement
Stipulation pour autrui

15.2 Keywords

Misrepresentation
Negligence
Investment
Shares
Swiss Law
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Conflict of Laws	95
Misrepresentation	90
Torts	85
Negligence	80
Contract Law	70
Damages Assessment	60
Foreign Law	40
Constitutional Law	30

16. Subjects

Contract Law
Tort Law
Private International Law
Financial Law