Singapore Rifle Association v Singapore Shooting Association: Breach of Contract, Indemnity Clauses, Conspiracy

In Singapore High Court Suit No 459 of 2016, Singapore Rifle Association (SRA) sued Singapore Shooting Association (SSA) and individual defendants Michael Vaz Lorrain, Yap Beng Hui, and Chen Sam Seong Patrick, claiming a resolution suspending SRA's privileges was ultra vires and the defendants conspired to cause damage. SSA counterclaimed for indemnity related to demolishing a structure built by SRA. The court, led by Pang Khang Chau JC, declared the resolution null and void, ordering the individual defendants to pay damages for conspiracy, and dismissed SSA's counterclaim, citing SSA's breach of contract.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff; Counterclaim Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

SRA sues SSA, alleging an ultra vires resolution and conspiracy. SSA counterclaims for indemnity. The court declared the resolution void and found the defendants liable for conspiracy.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Michael Vaz LorrainDefendantIndividualDamages to be paidLost
Singapore Rifle AssociationPlaintiff, Defendant in CounterclaimAssociationClaim AllowedWon
The Singapore Shooting AssociationDefendant, Plaintiff in CounterclaimAssociationClaim DismissedLost
Yap Beng HuiDefendantIndividualDamages to be paidLost
Chen Sam Seong PatrickDefendantIndividualDamages to be paidLost

3. Judges

Judge NameTitleDelivered Judgment
Pang Khang ChauJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Lee Hwee Khiam AnthonyBih Li & Lee LLP
Huineng Clement ChenBih Li & Lee LLP
Teo Ying Ying DeniseDrew & Napier LLC
Wong Hin Pkin WendellDrew & Napier LLC
Tan Si Ying EvelynDrew & Napier LLC

4. Facts

  1. SRA claims SSA council resolution suspending SRA privileges at NSC is ultra vires.
  2. SRA alleges SSA president, secretary-general, and treasurer conspired to cause damage.
  3. SSA counterclaims indemnity for demolishing a structure allegedly illegally built by SRA.
  4. SSA granted SRA a license to be the sole operator of pistol and rifle ranges at the NSC.
  5. SSA secretly complained to Sport Singapore and BCA about SRA's construction work.
  6. BCA issued Sport Singapore an order requiring the structures built by SRA be demolished.
  7. SSA did not tell SRA about the option of regularisation.

5. Formal Citations

  1. Singapore Rifle Association v Singapore Shooting Association and others, Suit No 459 of 2016, [2019] SGHC 13
  2. Singapore Shooting Association v Singapore Rifle Association, , [2017] SGHC 266
  3. Singapore Rifle Association v The Singapore Shooting Association, , [2018] 2 SLR 616

6. Timeline

DateEvent
Singapore Rifle Association founded.
Singapore Shooting Association granted Singapore Rifle Association a license to operate pistol and rifle ranges at the National Shooting Centre.
Michael Vaz Lorrain elected president of Singapore Shooting Association.
Yap Beng Hui and Patrick Chen became secretary general and treasurer of Singapore Shooting Association respectively.
David Lieu became general manager of Singapore Shooting Association.
Singapore Rifle Association's construction of the Club Range began.
Basement of the National Shooting Centre main building flooded.
Proprietary Range Agreement executed between Singapore Shooting Association and Singapore Rifle Association.
First phase of Singapore Rifle Association's Club Range construction completed.
Second flood occurred in the basement of the National Shooting Centre main building.
Eng Fook Hoong became chairman of Singapore Rifle Association.
Singapore Shooting Association gave notice to Singapore Rifle Association to vacate their armoury.
Michael Vaz sent an email to Building and Construction Authority and Sport Singapore reporting that Singapore Rifle Association had constructed illegal structures.
Building and Construction Authority conducted a site visit at Range X.
Singapore Shooting Association sued Singapore Rifle Association, demanding vacant possession of the Singapore Rifle Association armoury.
Building and Construction Authority issued Sport Singapore an order requiring the structures that Singapore Rifle Association had built on Range X be demolished.
Singapore Rifle Association filed its defence and counterclaim in the Eviction Suit.
Singapore Shooting Association's executive committee approved the decision to demolish the Club Range.
Singapore Shooting Association council passed a resolution to demolish the structures built by Singapore Rifle Association at Range X.
Singapore Shooting Association filed its reply in the Eviction Suit.
Building and Construction Authority offered to facilitate a meeting with Singapore Shooting Association and Singapore Rifle Association.
Michael Vaz convened a meeting of the Singapore Shooting Association council to ratify five resolutions.
Singapore Rifle Association's lawyers wrote to Singapore Shooting Association, Building and Construction Authority and Sport Singapore, asking all parties not to act on the order.
Michael Vaz wrote to Yap Beng Hui indicating his intention for the Singapore Shooting Association council to suspend the privileges of Singapore Rifle Association at the National Shooting Centre.
Yap Beng Hui circulated the circular resolution by email to the council for a vote.
Singapore Rifle Association instructed its lawyers to send a letter to Singapore Shooting Association's lawyers to object to the resolution and demand its retraction.
Michael Vaz started making arrangements to convene a board of inquiry.
Pikasa began the demolition of the Club Range at the National Shooting Centre.
Circular resolution to suspend the privileges of Singapore Rifle Association at the National Shooting Centre was to take effect.
Demolition of the Club Range at the National Shooting Centre was completed.
Board of inquiry's first set of hearings took place.
Sport Singapore decided to terminate its sub-lease with Singapore Shooting Association, and resumed control of the National Shooting Centre premises.
Singapore Shooting Association council met and proposed a motion to suspend Singapore Rifle Association.
Resumed hearing of the board of inquiry.
Singapore Shooting Association discontinued its claim for vacant possession of the Singapore Rifle Association armoury in the Eviction Suit.
Singapore Shooting Association council re-convened.
Singapore Shooting Association council re-convened and passed a motion to suspend Singapore Rifle Association as a member club of Singapore Shooting Association and to suspend Singapore Rifle Association's privileges at the National Shooting Centre.
Singapore Rifle Association brought the present suit against Singapore Shooting Association, Michael Vaz, Yap Beng Hui and Chen Sam Seong.
High Court dismissed Singapore Rifle Association’s claim in respect of the first flood and allowed Singapore Rifle Association’s claim in respect of the second flood.
Singapore Rifle Association’s appeal was subsequently dismissed by the Court of Appeal.
Judgment issued.

7. Legal Issues

  1. Validity of Circular Resolution
    • Outcome: The court held that the circular resolution was ultra vires and invalid because the SSA council had no power to suspend privileges, the constitution did not allow circular resolutions, and SRA was not given a chance to be heard.
    • Category: Substantive
    • Sub-Issues:
      • Ultra vires action
      • Breach of natural justice
      • Lack of power to suspend privileges
      • Improper procedure for passing resolution
  2. Conspiracy to Injure
    • Outcome: The court found Mr. Vaz, Mr. Yap, and Mr. Chen liable for conspiracy to injure SRA's interests by procuring an ultra vires resolution with the intention of causing injury.
    • Category: Substantive
  3. Cost of Demolition
    • Outcome: The court held that SSA could not claim indemnity for the cost of demolishing the Club Range because the loss resulted from SSA's breach of the agreement.
    • Category: Substantive
    • Sub-Issues:
      • Breach of implied term
      • Unilateral mistake
      • Misrepresentation

8. Remedies Sought

  1. Declaration that the circular resolution is null and void
  2. Damages for loss suffered as a result of an alleged conspiracy
  3. Damages in the amount of the cost of demolishing the Club Range

9. Cause of Actions

  • Breach of Contract
  • Tort of Conspiracy

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Sports
  • Recreation

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Singapore Shooting Association v Singapore Rifle AssociationHigh CourtYes[2017] SGHC 266SingaporeDetails the outcome of the Eviction Suit, where the High Court dismissed SRA's claim for the first flood but allowed it for the second.
Singapore Rifle Association v The Singapore Shooting AssociationCourt of AppealYes[2018] 2 SLR 616SingaporeDetails the outcome of the Eviction Suit appeal, where SRA's appeal was dismissed.
Chee Hock Keng v Chu Sheng TempleHigh CourtYes[2015] SGHC 192SingaporeCited for the principle that a power of expulsion or suspension in an unincorporated association should be framed in plain and unambiguous language and cannot be easily founded on a broad provision.
Foo Jong Peng and others v Phua Kiah Mai and anotherCourt of AppealYes[2012] 4 SLR 1267SingaporeCited for the principle that a term conferring a power on the management committee of a club to remove office bearers could not be implied if it fails the 'business efficacy' and 'officious bystander' tests.
SH Cogent Logistics Pte Ltd and another v Singapore Agro Agriculture Pte Ltd and otherN/AYes[2014] 4 SLR 1208SingaporeCited as authority for the elements of the tort of conspiracy, including the need for an agreement to injure and resulting damage.
EFT Holdings, Inc and another v Marineteknik Shipbuilders (S) Pte Ltd and anotherCourt of AppealYes[2014] 1 SLR 860SingaporeCited for the definition of 'unlawful means' in the context of conspiracy, including civil wrongs actionable by the claimant.
Revenue and Customs Commissioners v Total Network SLN/AYes[2008] 1 AC 1174United KingdomDiscusses the ambit of 'unlawful means' in the context of conspiracy.
OBG Ltd v AllanN/AYes[2008] 1 AC 1United KingdomDiscusses the ambit of 'unlawful means' in the context of conspiracy.
Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch)Court of AppealYes[2006] 1 SLR(R) 901SingaporeCited for the principle that the existence of an agreement for conspiracy is often inferred from the circumstances and acts of the alleged conspirators.
The “Dolphina”N/AYes[2012] 1 SLR 992SingaporeCited for the principle that proof of a conspiracy is usually gathered from the unlawful acts committed.
Chung Cheng Fishery Enterprise Pte Ltd v Chuan Hern Hsiung and Another (Lin Chao-Feng and Another, Third Parties)High CourtYes[2008] SGHC 135SingaporeCited for principles relating to common intention to injure in conspiracy, including tacit agreement, active or passive participation, and inference from knowledge and failure to stop unlawful activity.
Kuwait Oil Tanker Co SAK v Al BaderN/AYes[2000] 2 All ER Comm 271N/ACited for principles relating to common intention to injure in conspiracy, including tacit agreement, active or passive participation, and inference from knowledge and failure to stop unlawful activity.
JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and othersN/AYes[2018] 2 SLR 159SingaporeCited for the principle that damage in the tort of conspiracy is proved if the plaintiff shows some pecuniary loss, and damages are at large.
Ong Han Ling v American Insurance Assurance Co LtdN/AYes[2018] 5 SLR 549SingaporeCited for the principle that costs of investigation can constitute a head of loss in a conspiracy claim if there is a causal link between the costs and the tort.
Clearlab SG Pte Ltd v Ting Chong ChaiN/AYes[2015] 1 SLR 163SingaporeCited for awarding damages for the costs of investigating confidential documents removed pursuant to a conspiracy to injure the plaintiff.
R+V Verscherung AG v Risk Insurance and otherN/AYes[2006] EWHC 42 (Comm)England and WalesDiscusses whether investigation costs, by themselves, constitute damage for the tort of conspiracy.
Chwee Kin Keong and others v Digilandmall.com Pte LtdCourt of AppealYes[2005] 1 SLR(R) 502SingaporeOutlines the requirements for setting aside a contract at common law on the ground of unilateral mistake.
Broadley Construction Pte Ltd v Alacran Design Pte LtdCourt of AppealYes[2018] 2 SLR 110SingaporeStates that the law is cautious not to ascribe significance to a party’s silence, which is passive conduct and inherently lacks the definitive quality of an active statement.
Audi Construction Pte Ltd v Kian Hiap Construction Pte LtdCourt of AppealYes[2018] 1 SLR 317SingaporeStates that silence can acquire positive content where there is a duty to speak on the part of the alleged representor.
BR Energy (M) Sdn Bhd v KS Energy Services LtdN/AYes[2013] 2 SLR 1154SingaporeDeals with the interpretation of indemnity clauses and whether they apply to third-party claims or losses suffered by the indemnified party itself.
Kay Lim Construction & Trading Pte Ltd v Soon Douglas (Pte) LtdN/AYes[2013] 1 SLR 1SingaporeApplies the principle that a contract will be interpreted in such a manner as not to permit one party to take advantage of his own wrong.
Sembcorp Marine Ltd v PPL Holdings Pte LtdCourt of AppealYes[2013] 4 SLR 193SingaporeOutlines the three-step test for the implication of terms in a contract.
Ng Giap Hon v Westcomb Securities Pte LtdCourt of AppealYes[2009] 3 SLR(R) 518SingaporeConsiders the effect of an entire agreement clause on the implication of terms.
Exxonmobil Sales and Supply Corp v Texaco LtdN/AYes[2004] 1 All ER (Comm) 435England and WalesDistinguishes between terms implied based on business efficacy and terms implied based on usage or custom in the context of an entire agreement clause.
Axa Sun Life Services Plc v Campbell Martin LtdN/AYes[2011] 2 Lloyd’s Rep 1England and WalesRecognizes the distinction between intrinsic implied terms and extrinsic implied terms in the context of an entire agreement clause.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Societies Act (Cap 311, 2014 Rev Ed)Singapore
Charities Act (Cap 37, 2007 Rev Ed)Singapore
Misrepresentation Act (Cap 390, 1994 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Ultra vires
  • Circular resolution
  • National Shooting Centre
  • Proprietary Range Agreement
  • Club Range
  • Indemnity
  • Conspiracy
  • Regularisation
  • Board of inquiry
  • Eviction Suit

15.2 Keywords

  • Contract
  • Breach
  • Indemnity
  • Conspiracy
  • Unincorporated Association
  • Shooting
  • Sports
  • Singapore

17. Areas of Law

Area NameRelevance Score
Breach of Contract75
Contract Law70
Conspiracy by Unlawful Means65
Ultra vires50
Unincorporated Associations45
Indemnity40
Natural justice35
Company Law30
Property Law20
Administrative Law15
Corporate Law10

16. Subjects

  • Contract Law
  • Tort Law
  • Unincorporated Associations
  • Civil Procedure