Goh Seng Heng v Liberty Sky Investments: Fraudulent Misrepresentation & Disclosure of Documents
Goh Seng Heng appealed against the High Court's decision to allow Liberty Sky Investments Limited's application for disclosure of documents from Oversea-Chinese Banking Corporation Ltd (OCBC) relating to Goh's bank account. LSI claimed Goh made fraudulent misrepresentations inducing them to enter a share sale and purchase agreement. The Court of Appeal allowed the appeal, finding that LSI had not demonstrated a reasonable prima facie case of fraud and had not come to the court with clean hands.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding disclosure of bank documents in a fraudulent misrepresentation claim. The court allowed the appeal, finding no prima facie case of fraud.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Goh Seng Heng | Appellant, Defendant | Individual | Appeal Allowed | Won | Adrian Tan |
| Liberty Sky Investments Limited | Respondent, Plaintiff | Corporation | Application Dismissed | Lost | Harpreet Singh Nehal |
| Oversea-Chinese Banking Corporation Ltd | Respondent, Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Phang Boon Leong | Judge of Appeal | Yes |
| Judith Prakash | Judge of Appeal | No |
| Tay Yong Kwang | Judge of Appeal | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Adrian Tan | Morgan Lewis Stamford LLC |
| Harpreet Singh Nehal | Cavenagh Law LLP |
4. Facts
- LSI claimed Dr Goh made fraudulent misrepresentations inducing them to enter a share sale agreement (SPA).
- The SPA involved LSI purchasing shares in AMP from Dr Goh for $14,422,050.
- LSI sought rescission of the SPA and return of the sale price.
- LSI commenced Originating Summons No 509 of 2016 against OCBC seeking disclosure of documents relating to Dr Goh's bank account.
- Dr Goh was not informed of OS 509/2016 and successfully applied to be added as a defendant.
- The alleged misrepresentations included a trade sale, an IPO, and minority shareholders.
- LSI filed two applications on the same day, one for a Mareva injunction and one for disclosure, but Dr Goh was only notified of the Mareva injunction application.
5. Formal Citations
- Goh Seng Heng v Liberty Sky Investments Ltd and another, Civil Appeal No 154 of 2016, [2017] SGCA 59
6. Timeline
| Date | Event |
|---|---|
| Aesthetic Medical Partners Pte Ltd (AMP) incorporated. | |
| Alleged fraudulent misrepresentations made by Dr. Goh. | |
| Share sale and purchase agreement (SPA) entered into between Dr. Goh and LSI. | |
| LSI commenced Suit No 1311 of 2015 against the Gohs. | |
| LSI filed Summons No 2483 of 2016 and Originating Summons No 509 of 2016. | |
| Judge allowed Summons No 2483 of 2016 in part, granting a Mareva injunction against Dr. Goh, and allowed Originating Summons No 509 of 2016. | |
| Court of Appeal heard Civil Appeal No 154 of 2016. | |
| Court of Appeal allowed the appeal. |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The Court of Appeal found that LSI had not demonstrated a reasonable prima facie case of fraudulent misrepresentation.
- Category: Substantive
- Sub-Issues:
- Inducement
- Lack of Honest Belief
- Related Cases:
- [2017] SGCA 59
- Disclosure of Documents
- Outcome: The Court of Appeal set aside the High Court's order for disclosure of documents.
- Category: Procedural
- Related Cases:
- [2014] 2 SLR 208
- [1974] AC 133
- [1980] 1 WLR 1274
- Clean Hands Doctrine
- Outcome: The Court of Appeal held that LSI had not come to the court with clean hands, as they had commenced OS 509/2016 without informing Dr Goh.
- Category: Procedural
8. Remedies Sought
- Rescission of Contract
- Return of Sale Price
- Disclosure of Documents
9. Cause of Actions
- Fraudulent Misrepresentation
10. Practice Areas
- Commercial Litigation
- Banking Litigation
11. Industries
- Finance
- Aesthetic Medicine
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Dorsey James Michael v World Sport Group Pte Ltd | Court of Appeal | Yes | [2014] 2 SLR 208 | Singapore | Cited for the test for granting a Norwich Pharmacal order, which requires showing involvement in wrongdoing, a reasonable prima facie case, and necessity of disclosure. |
| Norwich Pharmacal Co and others v Customs and Excise Commissioners | House of Lords | Yes | [1974] AC 133 | England | Cited as the origin of the Norwich Pharmacal order, a form of pre-action discovery. |
| Bankers Trust Co v Shapira and others | English Court of Appeal | Yes | [1980] 1 WLR 1274 | England | Cited as the origin of the Bankers Trust Order, obtained to preserve or trace an asset. |
| Success Elegant Trading Ltd v La Dolce Vita Fine Dining Co Ltd and others and another appeal | High Court | Yes | [2016] 4 SLR 1392 | Singapore | Cited regarding the standard of proof required for establishing a prima facie case of fraud in disclosure applications. |
| Banque Belge pour l’Etranger v Hambrouck | N/A | Yes | [1921] 1 K.B. 321 | N/A | Cited in relation to the right in equity to follow money obtained by fraud. |
| Initial Services Ltd v Putterill | N/A | Yes | [1968] 1 Q.B. 396 | N/A | Cited in relation to the disentitlement from relying on confidential relationship due to fraud. |
| Shaw & Shaw Ltd v Lim Hock Kim (No 2) | N/A | Yes | [1958] MLJ 129 | Singapore | Cited for the importance of adhering to the spirit of the law. |
| Public Trustee and another v By Products Traders Pte Ltd and others | N/A | Yes | [2005] 3 SLR(R) 449 | Singapore | Cited for the importance of adhering to the spirit of the law. |
| Law Society of Singapore v Ahmad Khalis bin Abdul Ghani | N/A | Yes | [2006] 4 SLR(R) 308 | Singapore | Cited for the importance of adhering to the spirit of the law. |
| Law Society of Singapore v Mahadevan Lukshumayeh and others | N/A | Yes | [2008] 4 SLR(R) 116 | Singapore | Cited for the importance of adhering to the spirit of the law. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Order 24, Rule 6(5) of the Rules of Court (Cap 322, Rule 5, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Share Sale and Purchase Agreement
- SPA
- Fraudulent Misrepresentation
- Originating Summons
- Mareva Injunction
- Trade Sale
- Initial Public Offering
- IPO
- Minority Shareholders
- Norwich Pharmacal Order
- Bankers Trust Order
- Clean Hands Doctrine
15.2 Keywords
- fraudulent misrepresentation
- disclosure of documents
- share sale agreement
- singapore
- court of appeal
- civil procedure
- equity
16. Subjects
- Civil Procedure
- Fraud
- Banking
- Equity
17. Areas of Law
- Civil Procedure
- Disclosure of Documents
- Fraudulent Misrepresentation
- Equity