Von Roll Asia v Goh Boon Gay: Conspiracy, Directors' Duties & Dishonest Assistance

In Von Roll Asia Pte Ltd v Goh Boon Gay and others, the High Court of Singapore found the defendants, Goh Boon Gay and Semi-Solution Inc (Singapore) Pte Ltd, liable for conspiracy and breach of director's duties. Von Roll Asia claimed that Goh Boon Gay, as Regional Head of Sales, conspired with others to divert the company's clients to Semi-Solution Inc, causing financial loss. The court ruled in favor of Von Roll Asia, allowing their claim for damages or an account of profits.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Von Roll Asia sues Goh Boon Gay for conspiracy and breach of director's duties. The court found Goh liable for conspiring to divert business.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Von Roll Asia Pte LtdPlaintiffCorporationJudgment for PlaintiffWon
Goh Boon GayDefendantIndividualDamages or account of profits orderedLost
Semi-Solution Inc (Singapore) Pte LtdDefendantCorporationDamages or account of profits orderedLost

3. Judges

Judge NameTitleDelivered Judgment
Chan Seng OnnJudgeYes

4. Counsels

Counsel NameOrganization
Chan Qing Rui BryanGodwin Campos LLC
Godwin Gilbert CamposGodwin Campos LLC
Gopalan RamanKhattarWong LLP

4. Facts

  1. The 1st Defendant, Goh Boon Gay, was the Regional Head of Sales for Asia at Von Roll Asia Pte Ltd.
  2. The Plaintiff engaged Faxolif Industries Pte Ltd as one of its main distributors in 2005.
  3. The 1st Defendant terminated the Plaintiff’s distribution agreement with Faxolif three months after his employment.
  4. The 1st Defendant appointed We Corp Pte Ltd as a distributor of the Plaintiff on 3 March 2008.
  5. Wecorp’s services were terminated in September 2008 and replaced with that of the 2nd Defendant.
  6. Between 30 September 2009 and 8 May 2011, there were numerous instances of diversions of clients to the SSI group.
  7. The 1st Defendant caused the Plaintiff to pay commissions to the SSI group for customers that had been diverted to them.

5. Formal Citations

  1. Von Roll Asia Pte Ltd v Goh Boon Gay and others, Suit No 58 of 2012, [2017] SGHC 82

6. Timeline

DateEvent
Von Roll Asia engaged Faxolif Industries Pte Ltd as a distributor.
Goh Boon Gay employed by Von Roll Asia as Regional Head of Sales for Asia.
Von Roll Asia appointed We Corp Pte Ltd as a distributor.
We Corp Pte Ltd's services were terminated and replaced with Semi-Solution Inc (Asia) Pte Ltd.
Diversions of clients of Von Roll Asia to the SSI group began.
Diversions of clients of Von Roll Asia to the SSI group continued.
Goh Boon Gay dismissed from Von Roll Asia.
Plaintiff’s Statement of Claim filed.
Ms Goh’s AEIC dated.
Mr Ho’s AEIC dated.
Trial began.
Trial continued.
Trial continued.
Trial continued.
Arguments heard.
Plaintiff’s Letter to Court dated.
Judgment reserved.

7. Legal Issues

  1. Conspiracy by Unlawful Means
    • Outcome: The court found that the defendants had conspired to cause loss to the plaintiff.
    • Category: Substantive
    • Related Cases:
      • [2014] 1 SLR 860
      • [2016] SGCA 46
  2. Breach of Directors' Duties
    • Outcome: The court found that the 1st Defendant breached his duties to act honestly and with reasonable diligence, made improper use of his position, and failed to disclose conflicts of interest.
    • Category: Substantive
    • Related Cases:
      • [1994] 3 SLR(R) 1064
      • [2014] 3 SLR 329
      • [2004] 4 SLR(R) 162
  3. Dishonest Assistance
    • Outcome: The court found the 3rd Defendant liable for dishonestly assisting the 1st Defendant in breaching his fiduciary duties.
    • Category: Substantive
    • Related Cases:
      • [2010] 2 SLR 589
      • [2017] SGHC 15
      • [2015] 1 QB 499
  4. Secret Profit
    • Outcome: The court found that the 1st Defendant made a secret profit in a transaction involving the Plaintiff and one of its agents.
    • Category: Substantive
    • Related Cases:
      • [1972] 1 WLR 443
      • [1967] 2 AC 134
      • [2016] 5 SLR 848
      • [1995] 1 SLR(R) 576

8. Remedies Sought

  1. Damages
  2. Account of Profits

9. Cause of Actions

  • Conspiracy
  • Breach of Fiduciary Duties
  • Dishonest Assistance

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte LtdCourt of AppealYes[2014] 1 SLR 860SingaporeLeading authority on the tort of conspiracy by unlawful means.
Simgood Pte Ltd v MLC Barging Pte Ltd and othersCourt of AppealYes[2016] SGCA 46SingaporeAffirmed the principles in EFT Holdings and implicitly acknowledged the existence of the tort of unlawful means conspiracy.
Swiss Butchery Pte Ltd v Huber Ernst and others and another suitHigh CourtYes[2010] 3 SLR 813SingaporeAffirmed that the standard of proof in an action for conspiracy is the civil standard based on the balance of probabilities.
Wu Yang Construction Group Ltd v Zhejiang Jinyi Group Co, Ltd and othersHigh CourtYes[2006] 4 SLR(R) 451SingaporeAffirmed that the standard of proof in an action for conspiracy is the civil standard based on the balance of probabilities.
Quah Kay Tee v Ong and Co Pte LtdCourt of AppealYes[1996] 3 SLR(R) 637SingaporeDistinguished between conspiracy by unlawful means and conspiracy by lawful means, noting the additional requirement of a 'predominant purpose' in the latter.
Nagase Singapore Pte Ltd v Ching Kai HuatHigh CourtYes[2008] 1 SLR(R) 80SingaporeReiterated the requirement of proving a 'predominant purpose' in a conspiracy by lawful means.
Panatron Pte Ltd v Lee Cheow LeeHigh CourtYes[2000] SGHC 209SingaporeSuggested that the tort of conspiracy by lawful means may be outmoded.
Intraco Ltd v Multi-Pak Singapore Pte LtdCourt of AppealYes[1994] 3 SLR(R) 1064SingaporeEnunciated an objective test for the purposes of section 157(1) of the Companies Act.
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)Court of AppealYes[2014] 3 SLR 329SingaporeClarified that the requirement of bona fide or honesty will not be satisfied if the director acted dishonestly even if for the purported aim of maximising profits for the company.
Vita Health Laboratories Pte Ltd and others v Pang Seng MengHigh CourtYes[2004] 4 SLR(R) 162SingaporeThe requirement of bona fide or honesty will not be satisfied if the director acted dishonestly even if for the purported aim of maximising profits for the company.
George Raymond Zage III v Ho Chi KwongCourt of AppealYes[2010] 2 SLR 589SingaporeOutlined the elements for a claim in dishonest assistance to succeed and clarified the standard of what constitutes honest conduct.
Parakou Shipping Pte Ltd (in liquidation) v Liu Cheng ChanHigh CourtYes[2017] SGHC 15SingaporeAddressed the issue of whether an account of profits can be ordered as a remedy against a dishonest assistant.
Novoship (UK) Limited v Yuri NikitinCourt of AppealYes[2015] 1 QB 499EnglandDecided that an account of profits can be ordered as a remedy against a dishonest assistant, even where no corresponding loss has been suffered by the victim.
Industrial Development Consultants Ltd v CooleyCourt of AppealYes[1972] 1 WLR 443England and WalesEstablished that a director cannot use his fiduciary position to make a secret profit.
Regal (Hastings) Ltd v GulliverHouse of LordsYes[1967] 2 AC 134United KingdomEstablished that a director cannot use his fiduciary position to make a secret profit.
Higgins, Danial Patrick v Mulacek, Philippe Emanuel and others and another suitHigh CourtYes[2016] 5 SLR 848SingaporeApplied the 'no profit' rule, stating that it is irrelevant that the company itself could not have obtained that profit or no loss is caused to the company by the director’s gain of the profit.
Hytech Builders Pte Ltd v Tan Eng LeongHigh CourtYes[1995] 1 SLR(R) 576SingaporeApplied the 'no profit' rule, stating that it is irrelevant that the company itself could not have obtained that profit or no loss is caused to the company by the director’s gain of the profit.
Barlow Clowes International Ltd (in liquidation v Eurotrust International LtdPrivy CouncilYes[2006] 1 All ER 377JerseyThe standard of what constitutes honest conduct is an objective one, entailing an inquiry as to whether the defendant had “such knowledge of the irregular shortcomings of the transaction that ordinary honest people would consider it to be a breach of standards of honest conduct if he failed to adequately query them
Bilta (UK) Ltd (in liquidation) v Nazir (No 2)Court of AppealYes[2015] 2 WLR 1168England and WalesThe knowledge of the controlling director of the SSI group at the material time and thus the directing mind and will of these companies, his knowledge can be imputed to the three companies comprising the SSI group

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
s 157(1) of the CASingapore
s 157(3) of the CASingapore
s 157(2) of the CASingapore
s 156(1) of the CASingapore
Penal Code (Cap 224, 2008 Rev Ed)Singapore
s 405 of the Penal CodeSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • Conspiracy
  • Fiduciary Duty
  • Dishonest Assistance
  • Regional Head of Sales
  • Distributor
  • Commissions
  • Diversion of Clients
  • Secret Profit
  • Kickback
  • Unlawful Means

15.2 Keywords

  • Conspiracy
  • Directors' Duties
  • Dishonest Assistance
  • Fiduciary Duty
  • Singapore
  • Commercial Litigation

17. Areas of Law

Area NameRelevance Score
Conspiracy by Unlawful Means95
Fiduciary Duties90
Dishonest assistance90
Duty to Account85
Company Law80
Director's Liability75
Breach of Trust70
Fraud and Deceit65
Corporate Litigation60

16. Subjects

  • Company Law
  • Tort Law
  • Equity