Long Well Group v Commerzbank: Breach of Contract, Misrepresentation & Fiduciary Duty Claims
Long Well Group Limited, PT Citrabumi Sacna, Private Energy Pte Ltd, and First Power International Limited sued Commerzbank Aktiengesellschaft, Commerz Asset Management Asia Pacific Pte Ltd, Commerzbank Asset Management Asia Ltd, and Commerz Asia Best SPC in the High Court of Singapore, alleging misrepresentation, breach of contract, unjust enrichment, breach of fiduciary duty, and negligence. The plaintiffs claimed losses from investments made based on representations regarding funding for an oil and gas venture in Libya. The court, presided over by Choo Han Teck J, found Commerzbank Asset Management Asia Ltd liable for breach of contract, awarding the plaintiffs US$18,018,000 plus interest. The other claims were dismissed.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Judgment for Plaintiffs in part.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Long Well Group sued Commerzbank for misrepresentation, breach of contract, and fiduciary duty. The court allowed the breach of contract claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Long Well Group Limited | Plaintiff | Corporation | Claim allowed in part | Partial | |
| PT Citrabumi Sacna | Plaintiff | Corporation | Claim allowed in part | Partial | |
| Private Energy Pte Ltd | Plaintiff | Corporation | Claim allowed in part | Partial | |
| First Power International Limited | Plaintiff | Corporation | Claim dismissed | Dismissed | |
| Commerzbank Aktiengesellschaft | Defendant | Corporation | Claim dismissed | Dismissed | |
| Commerz Asset Management Asia Pacific Pte Ltd | Defendant | Corporation | Claim dismissed | Dismissed | |
| Commerzbank Asset Management Asia Ltd | Defendant | Corporation | Claim allowed | Won | |
| Commerz Asia Best SPC | Defendant | Corporation | Claim dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge | Yes |
4. Counsels
4. Facts
- Plaintiffs invested in an oil and gas venture in Libya.
- Crepin and Kum Hong allegedly made representations about Commerzbank's funding capabilities.
- PT CBS paid US$500,000 to CAMA as funding towards the bid.
- PT CBS issued a standby letter of credit for US$7,905,000 for the bids.
- PEPL was incorporated with Pertamina holding 55% shares and CAE holding 45% shares.
- Long Well and PT CBS paid US$15,018,000 to CAB for shares in CAE.
- CAE lost its 45% shareholding in PEPL due to arbitration proceedings.
5. Formal Citations
- Long Well Group Ltd and others v Commerzbank AG and others, Suit No 28 of 2012, [2018] SGHC 57
6. Timeline
| Date | Event |
|---|---|
| Rahmad Pribadi and Soenarjanto Indratono sought oil and gas concessions in Libya. | |
| Indratono and Rahmad met with Pascal Crepin and Cheong Kum Hong to secure funding for the Venture. | |
| The Transfer Agreement was entered into between Long Well, PT CBS and CAMA. | |
| Long Well and PT CBS subscribed for shares in CAE by way of signing two share subscription agreements. | |
| A third share subscription agreement was entered into by Private Energy. | |
| Pertamina and CAE entered into negotiations for Pertamina to sell to CAE a 30% share in PEPL. | |
| Raymond was informed that the PEPL shares owned by CAE had been transferred to Pertamina pursuant to an arbitration award. | |
| Trial began. | |
| Trial continued. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that CAMA was in breach of the Transfer Agreement and the Share Subscription Agreements.
- Category: Substantive
- Sub-Issues:
- Failure to transfer participating shares
- Total failure of consideration
- Misrepresentation
- Outcome: The court found that the plaintiffs failed to prove that the defendants made the alleged representations.
- Category: Substantive
- Unjust Enrichment
- Outcome: The court found that the plaintiffs have not shown the defendants to have been unjustly enriched.
- Category: Substantive
- Breach of Fiduciary Duty
- Outcome: The plaintiffs have not proven that the defendants were in breach of their fiduciary duties vis-à-vis the plaintiffs.
- Category: Substantive
- Negligence
- Outcome: The plaintiffs have not proven that the defendants were negligent.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Misrepresentation
- Unjust Enrichment
- Breach of Fiduciary Duty
- Negligence
10. Practice Areas
- Commercial Litigation
11. Industries
- Finance
- Oil and Gas
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 |
|---|---|
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Commerz Asia Emerald
- CAE
- Pertamina E&P Libya
- PEPL
- Transfer Agreement
- Share Subscription Agreements
- Participating Shares
- Segregated Portfolio Company
- Joint Operating Agreement
- JOA
15.2 Keywords
- contract
- misrepresentation
- fiduciary duty
- investment
- oil and gas
- singapore
- commercial litigation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Breach of Contract | 90 |
| Misrepresentation | 80 |
| Unjust Enrichment | 70 |
| Fiduciary Duties | 60 |
| Contract Law | 60 |
16. Subjects
- Contract Law
- Financial Services
- Investment Law