CRRC v Chen Weiping: Summary Judgment on Guarantee & Striking Out Counterclaim

The High Court of Singapore granted summary judgment to CRRC (Hong Kong) Co Limited and CRRC HongKong Capital Management Co Limited against Chen Weiping, who acted as a guarantor for notes issued by Midas Holdings Limited. The court also struck out Chen's counterclaim against CRRC, Chew Hwa Kwang Patrick, and Guo Bingqiang, finding no merit in his allegations of misrepresentation and conspiracy. The decision was delivered by Justice Woo Bih Li on April 29, 2019.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Summary judgment granted against the defendant; counterclaim struck out.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Summary judgment granted against Chen Weiping as guarantor. Counterclaim struck out due to lack of evidence of misrepresentation.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
CRRC (Hong Kong) Co LimitedPlaintiff, Defendant in CounterclaimCorporationJudgment for PlaintiffWon
CRRC HongKong Capital Management Co LimitedPlaintiff, Defendant in CounterclaimCorporationJudgment for PlaintiffWon
Chen WeipingDefendant, Plaintiff in CounterclaimIndividualJudgment against DefendantLost
Chew Hwa Kwang PatrickThird Party, Defendant in CounterclaimIndividualCounterclaim struck outWon
Guo BingQiangDefendant in CounterclaimIndividualCounterclaim struck outWon

3. Judges

Judge NameTitleDelivered Judgment
Woo Bih LiJudgeYes

4. Counsels

Counsel NameOrganization
Ng Guo XiDentons Rodyk & Davidson LLP
Lee Wei AlexanderDentons Rodyk & Davidson LLP
Ajinderpal SinghDentons Rodyk & Davidson LLP
Zoe PittasDentons Rodyk & Davidson LLP
Chen Jie’An JaredDrew & Napier LLC
Ang Xin Yi FeliciaDrew & Napier LLC
Wong Hin Pkin WendallDrew & Napier LLC
Loo Quan Rung AlexisDrew & Napier LLC
Chong Xue Er CherylAllen & Gledhill LLP
Aaron Lee Teck ChyeAllen & Gledhill LLP

4. Facts

  1. Plaintiffs claimed against Chen as guarantor for notes issued by Midas.
  2. Chen alleged misrepresentations by PC regarding the guarantee's enforceability.
  3. Chen claimed PC acted as the Plaintiffs' agent when making the representations.
  4. Chen argued the Plaintiffs agreed to cancel the guarantee.
  5. Chen signed a Guarantor Confirmation on 22 November 2017.
  6. Midas issued an announcement acknowledging Chen's guarantee.
  7. Chen did not dispute the announcement acknowledging his guarantee.

5. Formal Citations

  1. CRRC (Hong Kong) Co Ltd and another v Chen Weiping, Suit No 420 of 2018, [2019] SGHC 109

6. Timeline

DateEvent
Chen became executive chairman of Midas.
Chen reached out to CRRC’s Xu Hongchun to request a meeting.
Plaintiffs decided to subscribe for notes under Midas’ MTN Programme.
Plaintiffs subscribed for US$30m of Series 003 and 004 Notes.
Chen issued a deed of guarantee in favor of the Plaintiffs.
Midas issued US$30m 7% fixed rate notes due 2017 (Series 003 Notes).
Midas issued US$30m 7% fixed rate notes due 2018 (Series 004 Notes).
Midas requested an extension for the maturity date of the Series 003 Notes.
Letter Agreement signed by Midas and Chen.
Chen signed a securities charge over the Charged Shares.
Chen signed the Guarantor Confirmation.
Chen paid the Performance Deposit.
Midas issued an announcement regarding the Share Charge.
Midas responded to an SGX query regarding the Share Charge.
Midas failed to make an early redemption of the Series 003 Notes.
Chew Hwa Kwang Patrick resigned from Midas.
Midas announced it had not received a waiver for the early redemption.
Chen resigned from Midas.
Plaintiffs' solicitors issued a notice to Chen demanding payment.
Plaintiffs' solicitors demanded Chen take steps regarding the Charged Shares.
Conference call held to discuss the early redemption.
Plaintiffs commenced the suit.
Chen filed his Defence and Counterclaim.
Plaintiffs filed Summons No 3301 of 2018.
Hearing for Summons No 3301 of 2018 began.
Summary judgment granted against Chen.
Chen filed an appeal to the Court of Appeal.
Three applications were filed (Summonses Nos 5697, 5706 and 5899 of 2018).
The three applications were granted.
Chen filed two appeals to the Court of Appeal.
Chen filed a Notice of Discontinuance of his appeal.
Judgment issued.

7. Legal Issues

  1. Enforceability of Guarantee
    • Outcome: The court found the guarantee to be enforceable, rejecting the defenses of misrepresentation, non est factum, and agency.
    • Category: Substantive
    • Sub-Issues:
      • Misrepresentation
      • Non est factum
      • Agency
      • Estoppel
    • Related Cases:
      • [2015] 5 SLR 62
  2. Striking Out Counterclaim
    • Outcome: The court struck out the counterclaim, finding it unnecessary and unsupported by evidence.
    • Category: Procedural
    • Sub-Issues:
      • Unnecessary declaration
      • Lack of evidence for conspiracy

8. Remedies Sought

  1. Monetary Damages
  2. Specific Performance of Securities Charge
  3. Declaration that guarantee documents are void and unenforceable

9. Cause of Actions

  • Breach of Guarantee
  • Counterclaim for Conspiracy to Injure

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Finance
  • Manufacturing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Mahidon Nichiar bte Mohd Ali and others v Dawood Sultan KamaldinCourt of AppealYes[2015] 5 SLR 62SingaporeCited for the requirements for the defence of non est factum to apply.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Securities and Futures Act (Cap 289, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Guarantee
  • Guarantor
  • Notes
  • Series 003 Notes
  • Series 004 Notes
  • Extension
  • Letter Agreement
  • Guarantor Confirmation
  • Performance Deposit
  • Securities Charge
  • Representations
  • Agency
  • Non est factum

15.2 Keywords

  • guarantee
  • summary judgment
  • counterclaim
  • misrepresentation
  • contract
  • Singapore
  • CRRC
  • Chen Weiping
  • Midas
  • notes
  • securities

17. Areas of Law

Area NameRelevance Score
Guarantee85
Civil Practice75
Summary Judgement70
Striking out65
Contract Law60
Misrepresentation50
Deeds of Guarantee45
Estoppel40
Non est factum35
Company Law30

16. Subjects

  • Contract Law
  • Civil Procedure
  • Guarantees
  • Securities Law