Liberty Sky Investments Ltd v Oversea-Chinese Banking Corp Ltd: Disclosure of Banking Documents in Fraudulent Misrepresentation Claim
In Liberty Sky Investments Ltd v Oversea-Chinese Banking Corporation Ltd and Dr Goh Seng Heng, the High Court of Singapore allowed Liberty Sky Investments Ltd's application for discovery of banking documents from Oversea-Chinese Banking Corporation Ltd related to Dr Goh Seng Heng's account. This was in connection with a lawsuit by Liberty Sky Investments Ltd against Dr Goh and his daughter for rescission of a Sale and Purchase Agreement due to alleged fraudulent misrepresentations. The court found a prima facie case of fraudulent misrepresentation and deemed the disclosure necessary for Liberty Sky Investments Ltd to trace funds.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Application allowed; discovery of relevant banking documents ordered.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court orders Oversea-Chinese Banking Corporation Ltd to disclose banking documents related to a fraudulent misrepresentation claim by Liberty Sky Investments Ltd.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Liberty Sky Investments Ltd | Plaintiff | Corporation | Application allowed | Won | Harpreet Singh Nehal, Keith Han, Tan Tian Yi |
| Oversea-Chinese Banking Corporation Ltd | Defendant | Corporation | Neutral | Neutral | |
| Dr Goh Seng Heng | Defendant | Individual | Lost | Lost | Adrian Tan, Kenneth Chua, Lim Siok Khoon, Hari Veluri |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Debbie Ong | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Harpreet Singh Nehal | Cavenagh Law LLP |
| Keith Han | Cavenagh Law LLP |
| Tan Tian Yi | Cavenagh Law LLP |
| Adrian Tan | Morgan Lewis Stamford LLC |
| Kenneth Chua | Morgan Lewis Stamford LLC |
| Lim Siok Khoon | Morgan Lewis Stamford LLC |
| Hari Veluri | Morgan Lewis Stamford LLC |
4. Facts
- LSI entered into a Sale and Purchase Agreement (SPA) with Dr Goh on 25 November 2014.
- LSI transferred $14,422,050 to Dr Goh’s bank account with OCBC pursuant to the SPA.
- LSI alleges it was induced to enter the SPA by misrepresentations made by Dr Goh.
- The alleged misrepresentations concerned a trade sale, an IPO, and minority shareholders.
- LSI rescinded the SPA and demanded a return of the Sale Price.
- Dr Goh refused to confirm that the Sale Price remained in his account or disclose banking documents.
- LSI seeks discovery of documents relating to Dr Goh’s account to trace the Sale Price.
5. Formal Citations
- Liberty Sky Investments Ltd v Oversea-Chinese Banking Corp Ltd and another, Originating Summons No 509 of 2016, [2017] SGHC 20
6. Timeline
| Date | Event |
|---|---|
| Dr Goh allegedly made misrepresentations to Mdm Gong. | |
| Dr Goh allegedly repeated misrepresentations to Mdm Gong. | |
| Dr Goh allegedly repeated misrepresentations to Mr Lin. | |
| Sale and Purchase Agreement signed between LSI and Dr Goh. | |
| Dr Goh and Mdm Gong discussed the guarantee over WhatsApp. | |
| First payment of $7,650,000 transferred to Dr Goh’s Account. | |
| Dr Goh sent a WhatsApp message to Mdm Gong regarding the Trade Sales deal. | |
| Second payment of $6,772,050 transferred to Dr Goh’s Account. | |
| LSI sent a letter of demand to Dr Goh and Dr Michelle Goh, rescinding the SPA. | |
| Tan Rajah & Cheah refused LSI's requests. | |
| LSI commenced Suit No 1311 of 2015. | |
| LSI made a further request to Dr Goh. | |
| LSI filed Summons No 2483 of 2016 and Originating Summons No 509 of 2016. | |
| Dr Goh set out his position in an affidavit. | |
| Dr Goh filed an affidavit in OS 509/2016. | |
| Hearing date. | |
| Hearing date. | |
| Hearing date. | |
| Hearing date; court granted both applications in LSI’s favour. | |
| Decision given. |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The court found that LSI had demonstrated a prima facie case of its claim in fraudulent misrepresentation against Dr Goh.
- Category: Substantive
- Related Cases:
- [2005] 2 WLR 1213
- [2007] EWHC 2115
- [2008] SGHC 31
- [2001] 2 SLR(R) 435
- [2013] 3 SLR 801
- Disclosure of Documents
- Outcome: The court ordered the disclosure of documents from OCBC relating to Dr Goh's account.
- Category: Procedural
- Related Cases:
- [1974] AC 133
- [2014] 2 SLR 208
- [1980] 1 WLR 1274
- [2016] 4 SLR 1392
- Abuse of Process
- Outcome: The court found that the application was not an abuse of process.
- Category: Procedural
- Related Cases:
- [2015] 5 SLR 558
8. Remedies Sought
- Disclosure of Documents
- Return of Sale Price
- Declaration of Trust
9. Cause of Actions
- Fraudulent Misrepresentation
- Rescission of Contract
- Resulting Trust
- Constructive Trust
10. Practice Areas
- Commercial Litigation
- Banking Litigation
11. Industries
- Investment
- Banking
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Shalson and others v Russo and others | N/A | Yes | [2005] 2 WLR 1213 | N/A | Cited for the principle that LSI would be entitled to follow or trace the Sale Price in equity if the SPA was rescinded for fraudulent misrepresentation. |
| Ross River Ltd & Another v Cambridge City Football Club Ltd | English High Court | Yes | [2007] EWHC 2115 | England and Wales | Cited for the principle that if LSI succeeds in its claim in fraudulent misrepresentation, it has a right to the rescission of the contract. |
| Loh Sze Ti Terence Peter v Gay Choon Ing | High Court | Yes | [2008] SGHC 31 | Singapore | Cited as accepting the principle in Singapore that if LSI succeeds in its claim in fraudulent misrepresentation, it has a right to the rescission of the contract. |
| UMCI Ltd v Tokio Marine & Fire Insurance Co (Singapore) Pte Ltd and others | High Court | Yes | [2006] 4 SLR(R) 95 | Singapore | Cited for the court's inherent jurisdiction to make orders reasonably necessary for justice, including gathering evidence. |
| Norwich Pharmacal Co v Customs and Excise Commissioners | House of Lords | Yes | [1974] AC 133 | England and Wales | Cited for the principle that a person involved in the wrongdoing of others has a duty to assist the wronged party by providing information and disclosing the identity of the wrongdoers. |
| Dorsey James Michael v World Sport Group Pte Ltd | Court of Appeal | Yes | [2014] 2 SLR 208 | Singapore | Cited for the requirements for the grant of a Norwich Pharmacal order. |
| Bankers Trust Co v Shapira and others | English Court of Appeal | Yes | [1980] 1 WLR 1274 | England and Wales | Cited for the importance of discovery in allowing funds to be traced and the principles applicable to the making of such orders. |
| Success Elegant Trading Ltd v La Dolce Vita Fine Dining Co Ltd and others and another appeal | N/A | Yes | [2016] 4 SLR 1392 | Singapore | Cited for a similar application for the disclosure of documents by a third party where the plaintiffs alleged fraudulent misrepresentations. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the principle that misrepresentations need not be the sole inducement to enter into a contract, as long as they played a real and substantial part. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another | High Court | Yes | [2013] 3 SLR 801 | Singapore | Cited for the principle that misrepresentations need not be the sole inducement to enter into a contract, as long as they played a real and substantial part. |
| Deutsche Bank AG v Chang Tse Wen and another appeal | Court of Appeal | Yes | [2013] 4 SLR 886 | Singapore | Cited for the principle that a statement of future intent might contain an implicit representation. |
| FoodCo UK LLP (t/a Muffin Break) v Henry Boot Developments Limited | English High Court | Yes | [2010] EWHC 358 (Ch) | England and Wales | Cited for the principle that a statement of future intent might contain an implicit representation. |
| Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal | Court of Appeal | Yes | [2015] 5 SLR 558 | Singapore | Cited in the context of delay in a Mareva injunction application, helpful in this context of pre-action disclosure. |
13. Applicable Rules
| Rule Name |
|---|
| Order 24 Rule 6(5) of the Rules of Court |
| Order 24 Rule 7 of the Rules of Court |
| Order 24 Rule 6(2) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Sale and Purchase Agreement
- SPA
- Fraudulent Misrepresentation
- Originating Summons
- Disclosure of Documents
- Norwich Pharmacal Order
- Trade Sale
- Initial Public Offering
- IPO
- Minority Shareholders
- Resulting Trust
- Constructive Trust
- Tracing
- Sale Price
15.2 Keywords
- disclosure
- banking documents
- fraudulent misrepresentation
- tracing
- OCBC
- Liberty Sky Investments
16. Subjects
- Civil Procedure
- Banking Law
- Contract Law
- Fraud
17. Areas of Law
- Civil Procedure
- Disclosure of documents
- Fraudulent Misrepresentation
- Equity
- Tracing