Telemedia Pacific v Yuanta: Breach of Contract, Fiduciary Duty & Conversion
In a suit before the Singapore International Commercial Court, Telemedia Pacific Group Limited and Hady Hartanto sued Yuanta Asset Management International Limited and Yeh Mao-Yuan for breach of contract, breach of fiduciary duties, and conversion. The plaintiffs' claims related to a shortfall in loan proceeds and unauthorized sales of NexGen shares. The court found in favor of the plaintiffs on several claims, awarding damages and interest. The defendants' counterclaim was dismissed.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL COURT1.2 Outcome
Judgment for Plaintiffs
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Telemedia Pacific Group sued Yuanta for breach of contract, fiduciary duties, and conversion. The court found in favor of Telemedia, awarding damages and interest.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Yuanta Asset Management International Limited | Defendant | Corporation | Judgment Against Defendant | Lost | |
| Yeh Mao-Yuan | Defendant | Individual | Judgment Against Defendant | Lost | |
| Telemedia Pacific Group Limited | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Hady Hartanto | Plaintiff | Individual | Judgment for Plaintiff | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Patricia Bergin | International Judge | Yes |
4. Counsels
4. Facts
- The plaintiffs claimed breach of contract, fiduciary duties, and conversion.
- The defendants retained loan funds intended for a joint venture.
- The defendants made unauthorized sales of NexGen shares.
- The plaintiffs sought punitive damages for the defendants' conduct.
- The plaintiffs sought interest on the damages awarded.
- The parties disputed the quantum of damages, interest, and costs.
- The defendants claimed an entitlement to sell the NexGen shares.
5. Formal Citations
- Telemedia Pacific Group Ltd and another v Yuanta Asset Management International Ltd and another, Suit No 2 of 2015, [2016] SGHC(I) 06
6. Timeline
| Date | Event |
|---|---|
| Unauthorized sales of 101.5m NexGen shares occurred in February/March | |
| Unauthorized sales of 101.5m NexGen shares occurred in February/March | |
| AEM re-transferred S$1,459,710.82 back to Yuanta for share re-purchase | |
| S$1.8m paid to the plaintiff | |
| Unauthorized sales of 60m NexGen shares occurred | |
| Crédit Agricole closed the AEM account | |
| Unauthorized sales of 225m NexGen shares occurred | |
| Suit filed in 2015 | |
| Plaintiffs made discovery requests for documents from Crédit Agricole | |
| Judgment delivered in proceedings | |
| Parties communicated regarding final orders | |
| Plaintiffs advised defendants of re-calculated shortfall | |
| Defendants notified plaintiffs regarding profits from sale and re-purchase of shares | |
| Plaintiffs advised defendants they were entitled to S$850,475.73 for the shortfall | |
| Plaintiffs' submissions to the Court explained the difference between the two figures | |
| Defendants filed written submissions | |
| Further hearing held | |
| Deadline for filing Consent Order | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendants breached the contract.
- Category: Substantive
- Sub-Issues:
- Improper termination
- Failure to perform condition precedent
- Breach of Fiduciary Duty
- Outcome: The court found that the defendants breached their fiduciary duties.
- Category: Substantive
- Sub-Issues:
- Misapplication of funds
- Secret profits
- Conversion
- Outcome: The court found that the defendants committed conversion through unauthorized sales of shares.
- Category: Substantive
- Punitive Damages
- Outcome: The court declined to award punitive damages.
- Category: Substantive
- Interest
- Outcome: The court awarded simple interest but declined to award compound interest.
- Category: Substantive
- Costs
- Outcome: The court ordered the defendants to pay 75% of the plaintiffs' costs, excluding costs related to the Portfolio Claim. The plaintiffs were ordered to pay the defendants' costs related to the Portfolio Claim. 10% of the plaintiffs' costs were to be paid on an indemnity basis.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
- Interest
- Costs
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duty
- Conversion
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Telemedia Pacific Group Ltd and another v Yuanta Asset Management International Ltd and another | Singapore International Commercial Court | Yes | [2016] SGHC(I) 03 | Singapore | Cited as the original judgment upon which the current reasons for the form of final orders are based. |
| Airtrust (Hong Kong) Ltd v PH Hydraulics & Engineering Pte Ltd | High Court | Yes | [2016] 1 SLR 1060 | Singapore | Cited regarding the principles for awarding punitive damages, specifically in relation to breach of contract. |
| Whiten v Pilot Insurance Company | Supreme Court of Canada | Yes | [2002] 1 SCR 595 | Canada | Cited in Airtrust for the fundamental purpose of punitive damages: retribution, deterrence, and denunciation. |
| MFM Restaurants Pte Ltd and another v Fish & Co Restaurants Pte Ltd and another appeal | Court of Appeal | Yes | [2011] 1 SLR 150 | Singapore | Cited in Airtrust to highlight that the area of law regarding punitive damages was in a 'state of flux'. |
| Wallersteiner v Moir (No 2) | Queen's Bench | Yes | [1975] 1 QB 373 | England and Wales | Cited regarding the awarding of interest in equity when a wrongdoer deprives a company of money needed for its business. |
| Deutsche Bank AG v Chang Tse Wen | High Court | Yes | [2013] 1 SLR 1310 | Singapore | Cited regarding the court's power to award compound interest and the burden of proving losses for which compound interest would be appropriate. |
| The Oriental Insurance Co Ltd v Reliance National Asia Re Pte Ltd | High Court | Yes | [2009] 2 SLR(R) 385 | Singapore | Cited in Deutsche Bank regarding the court's discretion to award simple or compound interest. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited regarding the commencement date for the calculation of interest in cases of inordinate delay in commencing proceedings. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- NexGen shares
- Joint venture
- Non-recourse loan agreement
- Unauthorized sales
- Portfolio Claim
- Shortfall in loan funds
- EFH
- AEM
15.2 Keywords
- breach of contract
- fiduciary duty
- conversion
- unauthorized sales
- NexGen shares
- Singapore
- commercial court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Costs | 90 |
| Civil Procedure | 90 |
| Damages | 90 |
| Interest | 80 |
| Fiduciary Duties | 70 |
| Breach of Contract | 70 |
| Conversion | 60 |
16. Subjects
- Contract Dispute
- Fiduciary Duty
- Securities Law