Sim Tee Meng v Haw Wan Sin David: Negligent Misrepresentation by Company Director

In Sim Tee Meng v Haw Wan Sin David, the Court of Appeal of Singapore heard an appeal regarding the personal liability of Sim Tee Meng, the Key Executive Officer (KEO) and director of Faber Property Pte Ltd, for negligent misrepresentations made to Haw Wan Sin, David and Yee Ai Moi, Cindy regarding a New Zealand property investment. The respondents claimed they relied on these misrepresentations and suffered losses when the developer went into liquidation. The Court of Appeal dismissed the appeal, upholding the High Court's decision that Mr. Sim owed a personal duty of care to the respondents and was liable for negligent misrepresentation.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding a company director's personal liability for negligent misrepresentation. The court upheld the High Court's decision finding the director liable.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Sim Tee MengAppellantIndividualAppeal DismissedLost
Haw Wan Sin, DavidRespondentIndividualAppeal UpheldWon
Yee Ai Moi, CindyRespondentIndividualAppeal UpheldWon

3. Judges

Judge NameTitleDelivered Judgment
Judith PrakashJudge of AppealYes
Belinda Ang Saw EanJudgeNo
Woo Bih LiJudgeNo

4. Counsels

Counsel NameOrganization
Sng Kheng HuatSng & Co
N SreenivasanSng & Co
Kyle Gabriel PetersSng & Co
Teh Jing HuiSng & Co
Harish Kumar s/o ChampaklalRajah & Tann Singapore LLP
Toh Jun Hian JonathanRajah & Tann Singapore LLP

4. Facts

  1. Mr. Sim was the KEO and director of Faber Property Pte Ltd.
  2. Faber entered into an agreement to market a New Zealand property project.
  3. Respondents attended a marketing event and met with Faber's representatives.
  4. Respondents relied on representations made by Faber's representatives and Mr. Sim.
  5. The Developer went into liquidation, causing financial loss to the respondents.
  6. Mr. Sim made representations about due diligence checks on the project.
  7. The respondents sought assurances from Mr. Sim as the KEO of Faber.

5. Formal Citations

  1. Sim Tee Meng v Haw Wan Sin, David, Civil Appeal No 14 of 2019, [2019] SGCA 71

6. Timeline

DateEvent
Faber entered into an agreement with the Developer to market the Project in Singapore.
Marketing event held to sell the FRR investment in the Project.
Respondents met Ms Seah and Mr Sim at Faber’s office.
Respondents entered into agreements with the Developer to obtain the FRR for three units in the Project.
Respondents sued the appellant, Faber and Ms Seah for negligent misrepresentation in DC 3237.
DJ found that only Faber was liable to the respondents for negligent misrepresentation.
Respondents filed District Court Appeal No 16 of 2018.
Judge allowed the respondents’ appeal in respect of the appellant (Mr Sim), but dismissed their appeal in respect of Ms Seah.
Court of Appeal heard the appeal.
Court of Appeal dismissed the appeal.

7. Legal Issues

  1. Negligent Misrepresentation
    • Outcome: The court found the appellant liable for negligent misrepresentation.
    • Category: Substantive
    • Sub-Issues:
      • Duty of care
      • Breach of duty
      • Reliance
      • Causation
      • Damages
    • Related Cases:
      • [2007] 4 SLR(R) 100
  2. Personal Liability of a Company Director
    • Outcome: The court found the director personally liable for the misrepresentations.
    • Category: Substantive
    • Sub-Issues:
      • Assumption of responsibility
      • Director's duty to the company
      • Policy considerations
    • Related Cases:
      • [2018] 1 SLR 818
      • [1920] 3 KB 497
      • [2011] 2 SLR 146

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Negligent Misrepresentation

10. Practice Areas

  • Commercial Litigation
  • Real Estate Law

11. Industries

  • Real Estate

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and othersCourt of AppealYes[2018] 1 SLR 818SingaporeDiscussed the scope of the principle from Said v Butt regarding director's liability.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology AgencyCourt of AppealYes[2007] 4 SLR(R) 100SingaporeApplied the Spandeck framework to ascertain whether the appellant personally owed a duty of care to the respondents.
Su Ah Tee and others v Allister Lim and Thrumurgan (sued as a firm) and another (William Cheng and others, third parties)High CourtYes[2014] SGHC 159SingaporeCited as a decision on an analogous situation where property agents owe a duty of care to purchasers.
Said v ButtN/AYes[1920] 3 KB 497N/ACited for principles regarding protection from personal liability for actions in accordance with fiduciary duties.
Sandz Solutions (Singapore) Pte Ltd and others v Strategic Worldwide Assets Ltd and othersCourt of AppealYes[2014] 3 SLR 562SingaporeCited for the principles governing appellate intervention vis-à-vis findings of fact by a trial judge.
Animal Concerns Research & Education Society v Tan Boon KweeCourt of AppealYes[2011] 2 SLR 146SingaporeCited for the principle that a director is personally liable for his own torts committed in relation to the company’s affairs, whilst acting as a director or employee of the company.
Haw Wan Sin David and another v Faber Property Pte Ltd and othersDistrict CourtYes[2018] SGDC 143SingaporeThe District Judge’s decision that only Faber was liable to the respondents for negligent misrepresentation.
Haw Wan Sin David and another v Sim Tee Meng and anotherHigh CourtYes[2018] SGHC 272SingaporeThe High Court Judge’s decision that the appellant was jointly and severally liable with Faber to pay the respondents damages.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Estate Agents Act (Cap 95A, 2011 Rev Ed) s 38(1)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Key Executive Officer
  • KEO
  • Negligent Misrepresentation
  • Duty of Care
  • Due Diligence
  • First Right of Refusal
  • FRR
  • Personal Liability
  • Assumption of Responsibility

15.2 Keywords

  • negligent misrepresentation
  • company director liability
  • duty of care
  • estate agent
  • property investment
  • singapore
  • court of appeal

17. Areas of Law

Area NameRelevance Score
Misrepresentation90
Negligence85
Torts75
Estate Agency Law60
Director's Liability50
Contract Law30
Agency Law25
Corporate Law20

16. Subjects

  • Tort Law
  • Agency Law
  • Real Estate
  • Corporate Governance