RJC Resource v Koh Lee Hoo: Fraudulent Misrepresentation & Contractual Construction in Sand Supply Dispute
In RJC Resource Pte Ltd and Ng Swee How v Koh Lee Hoo, the High Court of Singapore addressed a dispute arising from a failed business venture concerning the supply of sand to a Japanese entity. The plaintiffs, RJC Resource and Ng Swee How, claimed fraudulent misrepresentation and breach of contract against the defendant, Koh Lee Hoo. The court, presided over by Judicial Commissioner Mavis Chionh Sze Chyi, gave partial judgment for the plaintiffs, ordering Koh Lee Hoo to reimburse US$300,000 to RJC Resource, plus interest and costs. The court found that the plaintiffs were entitled to reimbursement under clause 8 of the 31 May 2013 Agreement.
1. Case Overview
1.1 Court
High Court of Singapore1.2 Outcome
Partial judgment for the plaintiffs, ordering the defendant to reimburse US$300,000 to the 1st plaintiff with interest and costs.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court case between RJC Resource and Koh Lee Hoo involving fraudulent misrepresentation and contractual construction. The court ordered reimbursement of US$300,000 to RJC Resource.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| RJC Resource Pte Ltd | Plaintiff | Corporation | Partial Judgment | Partial | |
| Ng Swee How | Plaintiff | Individual | Partial Judgment | Partial | |
| Koh Lee Hoo | Defendant | Individual | Judgment against | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Mavis Chionh Sze Chyi | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- RJC Resource Pte Ltd agreed to inject US$1.2 million into a project for sand supply to Japan Resources Development Co Ltd.
- The agreement was documented in the 31 May 2013 Agreement.
- Ng Swee How, director of RJC Resource, made loans to Koh Lee Hoo before the agreement.
- Koh Lee Hoo allegedly made false representations about the sand concession and project risks.
- Hua Kai Engineering & Resources Ltd was incorporated in the British Virgin Islands as the project vehicle.
- The Japan Project did not materialize, and no sand was supplied to JRDC.
- The plaintiffs sought damages for fraudulent misrepresentation, rescission of the agreement, and return of funds.
5. Formal Citations
- RJC Resource Pte Ltd and another v Koh Lee Hoo, Suit No 1039 of 2016, [2018] SGHC 278
6. Timeline
| Date | Event |
|---|---|
| Loan of $30,000 from 2nd plaintiff to defendant | |
| Loan of $20,000 from 2nd plaintiff to defendant | |
| Loan of $40,000 from 2nd plaintiff to defendant | |
| Loan of $30,000 from 2nd plaintiff to defendant | |
| Loan of $100,000 from 2nd plaintiff to defendant | |
| Loan of $100,000 from 2nd plaintiff to defendant | |
| Hoang Viet sand concession agreement signed | |
| US$200,000 paid to Hoang Viet | |
| 31 May 2013 Agreement signed | |
| Payment of $200,000 from 2nd plaintiff to defendant | |
| Payment of $10,000 from 2nd plaintiff to defendant | |
| Visit to Japan | |
| Hua Kai BVI incorporation in Hong Kong | |
| Hua Kai BVI incorporated | |
| Payment of $100,000 from 2nd plaintiff to defendant | |
| Payment of $112,500 from 2nd plaintiff to defendant | |
| Payment of $100,000 from 2nd plaintiff to defendant | |
| SNC Deed signed | |
| Payment of $400,000 from 2nd plaintiff to defendant | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The court found that the plaintiffs could not make out their claim for fraudulent misrepresentation.
- Category: Substantive
- Related Cases:
- [2001] 2 SLR(R) 435
- Breach of Contract
- Outcome: The court found that the 31 May 2013 Agreement was valid and binding.
- Category: Substantive
- Total Failure of Consideration
- Outcome: The court found that the shares in Hua Kai BVI formed part of the consideration which the plaintiffs had agreed to in the 31 May 2013 Agreement and as the 2nd plaintiff did receive some of these shares, the plaintiffs’ claim for return of all monies paid on the basis of total failure of consideration clearly could not succeed.
- Category: Substantive
- Misrepresentation Act
- Outcome: The court rejected the alternative claim for damages under this provision.
- Category: Substantive
8. Remedies Sought
- Damages for fraudulent misrepresentation
- Rescission of the 31 May 2013 Agreement
- Return of sums paid
- Refund of US$500,000
9. Cause of Actions
- Fraudulent Misrepresentation
- Breach of Contract
- Misrepresentation under Misrepresentation Act
- Money Had and Received
10. Practice Areas
- Commercial Litigation
11. Industries
- Construction
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Panatron Pte Ltd and another v Lee Cheow Lee and another | High Court | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements of a claim for fraudulent misrepresentation. |
| ACTAtek, Inc and another v Tembusu Growth Fund Ltd | High Court | Yes | [2016] 5 SLR 335 | Singapore | Cited for the principle that an assertion as to the existence of a particular intention would amount to a statement of fact. |
| Foodco UK LLP v Henry Boot Developments Ltd | English High Court | Yes | [2010] EWHC 358 | England and Wales | Cited for the principle that the state of affairs at the date when the contract is concluded and the representation acted upon is what matters. |
| Spice Girls Ltd v Aprilia World Service BV | English Court of Appeal | Yes | [2002] EMLR 27 | England and Wales | Cited for the elements for relief under section 2(1) of the Misrepresentation Act. |
| Tan Ching Seng v Raffles Town Club Pte Ltd | High Court | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the principle that the Misrepresentation Act does not change the law as to what amounts to a representation; it only alters the relief for non-fraudulent misrepresentation. |
| Yap Son On v Ding Pei Zhen | Court of Appeal | Yes | [2017] 1 SLR 219 | Singapore | Cited for the principle that in any exercise of contractual interpretation, the text of the agreement is of first importance. |
| Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd | High Court | Yes | [2008] 3 SLR(R) 1029 | Singapore | Cited for the principle that the exercise in contractual construction is informed by the surrounding circumstances or external context and the court may have regard inter alia to the factual matrix constituting the background in which the contract was drafted. |
| Ong Seow Pheng and others v Lotus Development Corp and another | High Court | Yes | [1997] 2 SLR(R) 113 | Singapore | Cited for the principle that the court cannot make a finding based on facts which have not been pleaded. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Japan Project
- 31 May 2013 Agreement
- Hua Kai BVI
- Sand Concession
- JRDC
- Hoang Viet
- SNC Deed
- Investment
- Share Purchase Agreement
- Misrepresentation
15.2 Keywords
- contract
- fraud
- misrepresentation
- sand
- investment
- singapore
- commercial
- dispute
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Misrepresentation | 70 |
| Fraud and Deceit | 60 |
| Total failure of consideration | 50 |
16. Subjects
- Contract Law
- Fraud
- Commercial Dispute
- Investment Dispute