Tan Swee Wan v Johnny Lian: Breach of Contract, Misrepresentation, and Constructive Trust Dispute

In Tan Swee Wan and Kelvin Low Keng Siang v Johnny Lian Tian Yong, the Singapore High Court addressed claims by the plaintiffs against the defendant for breach of an oral agreement, fraudulent misrepresentation, and breach of constructive trust related to a software development project. The defendant denied the claims and counterclaimed for a loan totaling S$400,000 made to the first plaintiff. The court dismissed the plaintiffs' claims and allowed the defendant's counterclaim, awarding him S$400,000 plus interest.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Judgment for Defendant; Counterclaim Allowed

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving claims of breach of contract, misrepresentation, and constructive trust related to a software development project.

1.7 Decision Date

25 July 2018

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Johnny Lian Tian Yong	Defendant, Plaintiff-in-Counterclaim	Individual	Judgment for Plaintiff-in-Counterclaim	Won	N Sreenivasan of Straits Law Practice LLC Claire Tan Kai Ning of Straits Law Practice LLC
Tan Swee Wan	Plaintiff, Defendant-in-Counterclaim	Individual	Claim Dismissed	Lost	Wendell Wong Hin Pkin of Drew & Napier LLC Priscylia Wu Baoyi of Drew & Napier LLC Alexis Loo Quan Rung of Drew & Napier LLC
Kelvin Low Keng Siang	Plaintiff	Individual	Claim Dismissed	Lost	Wendell Wong Hin Pkin of Drew & Napier LLC Priscylia Wu Baoyi of Drew & Napier LLC Alexis Loo Quan Rung of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
George Wei	Judge	Yes

4. Counsels

Counsel Name	Organization
N Sreenivasan	Straits Law Practice LLC
Claire Tan Kai Ning	Straits Law Practice LLC
Wendell Wong Hin Pkin	Drew & Napier LLC
Priscylia Wu Baoyi	Drew & Napier LLC
Alexis Loo Quan Rung	Drew & Napier LLC

4. Facts

Plaintiffs and defendant discussed developing software for asset management with the goal of a NASDAQ listing.
Plaintiffs allege an oral agreement where defendant would raise funds and plaintiffs would develop the software.
Plaintiffs claim defendant misrepresented his ability to raise funds and concealed the true status of TECM's listing.
Plaintiffs withdrew from the project due to concerns about online falsehoods and a loss of trust in the defendant.
Defendant denies the oral agreement and claims the plaintiffs misrepresented the software's capabilities.
Defendant counterclaimed for a S$400,000 loan made to the first plaintiff.
The Solvesam project involved developing software for software asset management and computer systems.

5. Formal Citations

Tan Swee Wan and another v Johnny Lian Tian Yong, Suit No 1238 of 2015, [2018] SGHC 169

6. Timeline

Date	Event
1986-01-01	Tan Swee Wan and Johnny Lian Tian Yong met
1991-01-01	Johnny Lian Tian Yong left the Singapore Police Force
1997-05-01	Tan Swee Wan became acquainted with Kelvin Low Keng Siang
1998-01-01	Tan Swee Wan introduced Kelvin Low Keng Siang to Johnny Lian Tian Yong
1998-01-01	Tan Swee Wan left the Singapore Police Force
2001-08-01	Tecbiz Sherlock Pte Ltd incorporated
2001-10-10	Johnny Lian Tian Yong invested in Tecbiz
2002-01-16	Kelvin Low Keng Siang became a shareholder in Tecbiz
2005-01-01	Tecbiz conceived the idea for developing a new software program
2005-09-01	Eugene Wong appointed a director of Tecbiz
2006-01-01	First version of Solvesam developed
2006-09-01	Sirius and Spring Seeds each invested in Tecbiz
2006-09-05	Subscription agreement signed by Tecbiz, the plaintiffs, the defendant, Sirus, and Spring Seeds
2007-03-01	Solvesam V1.0 officially launched
2009-03-03	Sirius and Spring Seeds gave notice to redeem their shares
2010-04-01	International Enterprise Singapore offered assistance to Tecbiz
2010-08-01	Tecbiz established a representative office in China
2010-11-01	Microsoft China expressed interest in training sessions on Tecbiz’s enforcement tool
2010-12-23	Solvesam International Pte Ltd incorporated
2011-01-05	Plaintiffs became directors and shareholders of Solvesam International Pte Ltd
2011-01-10	First plaintiff provided defendant with a budget/revenue estimate for Solvesam International Pte Ltd’s first three years
2011-01-19	First plaintiff sent draft of the Subscription Agreement to the defendant and the second plaintiff
2011-01-24	Defendant provided plaintiffs with copies of the execution page signed by Mr Chi
2011-02-10	Plaintiffs and the defendant signed the execution page
2011-02-11	Defendant sent email enclosing a list of software companies listed on NASDAQ
2011-02-12	Defendant requested materials on Solvesam for presentation to potential investors
2011-03-11	Defendant informed plaintiffs that a Hong Kong bank account for Solvesam International Pte Ltd was to be opened
2011-03-19	Defendant informed plaintiffs that the fund company in Hong Kong was known as “Xuang Fong”
2011-03-22	Universal Wide Investment Holdings Limited incorporated in Hong Kong
2011-03-23	Defendant requested first plaintiff to speak on the Solvesam software at a seminar
2011-03-24	Second plaintiff informed first plaintiff and defendant of Microsoft China’s urgent demand
2011-03-24	Defendant sent plaintiffs a profile of Bizpoint International Pte Ltd
2011-03-31	First plaintiff had a discussion with Bizpoint International Pte Ltd
2011-03-31	Defendant provided first plaintiff with a cheque for S$200,000
2011-04-04	HK$200,000 deposited into Solvesam International Pte Ltd’s HK bank account
2011-04-07	HK$9,000,000 deposited into Solvesam International Pte Ltd’s HK bank account
2011-04-12	Defendant provided first plaintiff with a cheque for S$200,000
2011-04-21	HK$24,000,000 deposited into Solvesam International Pte Ltd’s HK bank account
2011-04-26	HK$100,000 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-04-27	HK$500,000 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-05-20	Second plaintiff attended meeting with Bizpoint International Pte Ltd
2011-05-20	HK$15,000,000 deposited into Solvesam International Pte Ltd’s HK bank account
2011-06-06	Plaintiffs signed the Solvesam International Pte Ltd directors’ resolution and instruments of transfer
2011-06-29	Tecbiz received an email from a Mr Hu concerning Solvesam and Tecbiz
2011-07-01	Second plaintiff sent in his notice of resignation
2011-07-04	Second plaintiff informed defendant of his resignation as director and Chief Operating Officer of Tecbiz
2011-07-05	First plaintiff received share transfer forms for Solvesam International Pte Ltd
2011-07-12	First plaintiff met Mr Chi in Shanghai
2011-07-13	First plaintiff met defendant in Shanghai
2011-07-18	Solvesam International Pte Ltd changed its name to SSI Holdings Ltd
2011-07-26	Second plaintiff sold his shares in Tecbiz to the defendant
2011-08-04	HK$6,500,000 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-08-17	HK$25,000,000 deposited into Solvesam International Pte Ltd’s HK bank account
2011-11-14	HK$2,432,800 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-11-14	HK$1,824,600 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-11-14	HK$1,821,600 remitted from Solvesam International Pte Ltd’s DBS Hong Kong bank account to Solvesam International Pte Ltd’s OCBC account in Singapore
2011-12-31	First plaintiff resigned as director and Chief Executive Officer of Tecbiz
2012-01-01	Defendant sold his shares in Tecbiz to a Mr Goh Cher Kian
2014-03-31	Defendant convicted of an offence under the Securities and Futures Act
2015-12-03	Plaintiffs commenced suit against the defendant
2018-03-13	Trial began
2018-07-26	Judgment reserved

7. Legal Issues

Breach of Contract
- Outcome: The court found that the plaintiffs failed to establish that the parties had entered into any oral agreement.
- Category: Substantive
Misrepresentation
- Outcome: The court found that the plaintiffs failed to establish that the defendant made any actionable misrepresentations.
- Category: Substantive
Breach of Constructive Trust
- Outcome: The court found that there was no agreement or common understanding from which a constructive trust could arise.
- Category: Substantive

8. Remedies Sought

Contractual Payments
Damages
Account of Monies Raised

9. Cause of Actions

Breach of Contract
Fraudulent Misrepresentation
Breach of Constructive Trust

10. Practice Areas

Commercial Litigation

11. Industries

Information Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Securities and Futures Act (Cap 289, 2006 Rev Ed)	Singapore
Misrepresentation Act (Cap 390, 1994 Rev Ed)	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore
Civil Law Act (Cap 43, 1999 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Solvesam
NASDAQ
Tecbiz
Subscription Agreement
Founders’ Fees
Project Company
Oral Agreement
Misrepresentation
Constructive Trust
Fund-raising
Software Asset Management
BPI
TECM
SIPL

15.2 Keywords

contract
misrepresentation
constructive trust
software
NASDAQ
Singapore

17. Areas of Law

Area Name	Relevance Score
Contract Law	75
Misrepresentation	70
Fraud and Deceit	65
Formation of contract	60
Certainty of terms	55
Statements of Intention	50
Trust Law	50
Constructive trusts	45
Business Litigation	30

16. Subjects

Contract Law
Misrepresentation
Trusts
Commercial Litigation
Information Technology Law