MSP4GE Asia v MSP Global: Constructive Trust, Breach of Trust & Misrepresentation
In MSP4GE Asia Pte Ltd and another v MSP Global Pte Ltd and others, the Singapore High Court addressed a dispute over a USD 1 million payment. MSP4GE Asia claimed that USD 479,233.60 of this amount was a refundable deposit, while MSP Global argued it was payment for goods. The court found in favor of MSP4GE Asia, declaring that MSP Global held the disputed sum in trust and had breached that trust. The court also found the other defendants liable for dishonest assistance in the breach of trust. The court dismissed the counterclaim.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving MSP4GE Asia's claim against MSP Global for breach of trust, misrepresentation, and unjust enrichment over a disputed USD 479,233.60 balance.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| MSP4GE Asia Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Foo Maw Shen, Chu Hua Yi, Liong Wei Kiat, Alvin |
| Tony Antonius Lie | Plaintiff | Individual | Judgment for Plaintiff | Won | Foo Maw Shen, Chu Hua Yi, Liong Wei Kiat, Alvin |
| MSP Global Pte Ltd | Defendant | Corporation | Judgment against Defendant, Counterclaim Dismissed | Lost, Dismissed | Cai Enhuai Amos, Wan Zahrah |
| Vasile Avram | Defendant | Individual | Judgment against Defendant | Lost | Cai Enhuai Amos, Wan Zahrah |
| Yong Patricia Lay Lee | Defendant | Individual | Judgment against Defendant | Lost | Cai Enhuai Amos, Wan Zahrah |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Ang | Senior Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Foo Maw Shen | Dentons Rodyk & Davidson LLP |
| Chu Hua Yi | Dentons Rodyk & Davidson LLP |
| Liong Wei Kiat, Alvin | Dentons Rodyk & Davidson LLP |
| Cai Enhuai Amos | Tito Isaac & Co LLP |
| Wan Zahrah | Tito Isaac & Co LLP |
4. Facts
- MSP4GE Asia entered into an Asia Marketing Agreement with MSP Global to distribute MSP Products in various territories.
- Tony Lie agreed in principle to invest USD 1 million but later had second thoughts.
- Avram assured Tony Lie of the quality of the MSP Products and that they would sell well.
- Avram represented that the 1st Plaintiff would obtain the Exclusive Distributorship Right for Indonesia without having to make a firm order for USD 1 million worth of MSP Products.
- The 1st Defendant issued a tax invoice before payment and without any MSP Products having been specified.
- The 1st Defendant's financial records show that the Balance Sum was not treated as part of the 1st Defendant’s revenue but rather was treated as a liability by the 1st Defendant.
- The Exclusive Distributorship Right was in fact never granted to the 1st Plaintiff.
5. Formal Citations
- MSP4GE Asia Pte Ltd and another v MSP Global Pte Ltd and others, Suit No 1285 of 2014, [2019] SGHC 20
- MSP4GE Asia Pte Ltd and another v MSP Global Pte Ltd and others, Suit No 1285 of 2014, [2019] SGHC 20
6. Timeline
| Date | Event |
|---|---|
| Asia Marketing Agreement entered into | |
| Deadline for initial inventory order under AMA | |
| Meeting between Andrew Tani, Tony Lie, and Avram | |
| Tax invoice issued to PT MSP4GE Indonesia | |
| Proforma invoice issued to 1st Plaintiff | |
| USD 1 million transferred to 1st Defendant | |
| Andrew Tani sent email to Patricia Yong attaching draft addendum and letter | |
| Revised invoice issued for initial order | |
| Andrew Tani received commission | |
| Tony Lie decided to withdraw investment | |
| Plaintiffs demanded repayment of USD 505,949.02 | |
| Further letter of demand sent | |
| Lawsuit filed | |
| Trial began | |
| Judgment reserved |
7. Legal Issues
- Breach of Trust
- Outcome: The court found that the 1st Defendant breached the trust by refusing to refund the Balance Sum.
- Category: Substantive
- Sub-Issues:
- Refusal to refund balance sum
- Dishonest assistance
- Related Cases:
- [1975] 1 WLR 279
- [2002] AC 164
- [1970] AC 567
- [2015] 4 SLR 474
- [1995] 2 AC 378
- Dishonest Assistance
- Outcome: The court found the 2nd and 3rd Defendants liable for dishonest assistance in the 1st Defendant's breach of trust.
- Category: Substantive
- Related Cases:
- [1995] 2 AC 378
- [2010] SGCA 4
- Unjust Enrichment
- Outcome: The court found that the Plaintiffs' claim in unjust enrichment fails.
- Category: Substantive
- Related Cases:
- [2011] 2 SLR 540
- [2013] SGCA 36
- Fraudulent Misrepresentation
- Outcome: The court found that the Plaintiffs fail in their claim in fraudulent misrepresentation.
- Category: Substantive
- Related Cases:
- [2001] 2 SLR(R) 435
8. Remedies Sought
- Repayment of USD 479,233.60
- Interest
- Account of profits
- Costs
9. Cause of Actions
- Breach of Trust
- Dishonest Assistance
- Unjust Enrichment
- Fraudulent Misrepresentation
10. Practice Areas
- Commercial Litigation
- Trust Law
- Contract Law
11. Industries
- Manufacturing
- Wholesale Trade
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Kayford Ltd (in liquidation) | N/A | Yes | [1975] 1 WLR 279 | N/A | Cited to illustrate the principle that a trust can be created without using the word 'trust', focusing on the intention to create a trust. |
| Twinsectra Ltd v Yardley | House of Lords | Yes | [2002] AC 164 | N/A | Cited as a key authority on Quistclose trusts, particularly regarding the intention of parties and the restriction on the recipient's freedom to dispose of the money. |
| Barclays Bank v Quistclose Investments | House of Lords | Yes | [1970] AC 567 | N/A | Cited as the foundational case for Quistclose trusts, establishing the principle that money provided for a specific purpose is held on trust until that purpose is fulfilled. |
| re Goldcorp Exchange Ltd | N/A | Yes | [1995] I AC 74 | N/A | Cited for the principle that the question in every case is whether the parties intended the money to be at the free disposal of the recipient. |
| Attorney-General v Aljunied-Hougang-Punggol East Town Council | N/A | Yes | [2015] 4 SLR 474 | Singapore | Cited for its analysis of Twinsectra v Yardley and its summary of the propositions of law regarding Quistclose trusts, including the twin certainties and the types of Quistclose trusts. |
| Latimer v Commissioner of Inland Revenue | N/A | Yes | [2004] 1 WLR 1466 | N/A | Cited for the principle that a resulting trust in favour of the settlor is express; whereas it is more usually implied. |
| Royal Brunei Airlines Sdn Bhd v Philip Tan Kok Ming | N/A | Yes | [1995] 2 AC 378 | N/A | Cited as the locus classicus on dishonest assistance in breach of trust, particularly regarding the objective standard of dishonesty. |
| Bansal Hermant Govindprasad and another v Central Bank of India | Court of Appeal | Yes | [2003] 2 SLR(R) 33 | Singapore | Cited for following the yardstick for dishonesty established in Royal Brunei Airlines. |
| George Raymond Zage III and another v Ho Chi Kwong and another | Court of Appeal | Yes | [2010] SGCA 4 | Singapore | Cited for revisiting the test for dishonesty in light of Twinsectra v Yardley and clarifying the requirements for dishonest assistance. |
| Malaysian International Trading Corporation Sdn Bhd v Interamerica Asia Pte Ltd | High Court | Yes | [2002] 2 SLR (R) 896 | Singapore | Cited for following Twinsectra v Yardley in relation to the test for dishonesty. |
| Barlow Clowes International Ltd (in liquidation) v Eurotrust International Ltd | N/A | Yes | [2006] 1 WLR 1476 | N/A | Cited for clarifying that the majority decision in Twinsectra v Yardley did not depart from the objective test for honesty set out in Royal Brunei Airlines. |
| Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another | N/A | Yes | [2011] 2 SLR 540 | Singapore | Cited for the three requirements for a claim in unjust enrichment: enrichment of the defendant, at the expense of the plaintiff, and circumstances which make the enrichment unjust. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased and another | Court of Appeal | Yes | [2013] SGCA 36 | Singapore | Cited for the principle that there is no freestanding claim in unjust enrichment and that there must be a particular recognised unjust factor. |
| Uren v First National Home Finance Ltd | N/A | Yes | [2005] EWHC 2529 (Ch) | N/A | Cited for the principle that a claim fails because it does not plead facts which are capable of bringing the case within one of the established restitutionary claims or some justifiable extension of them. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for laying down the law regarding fraudulent misrepresentation and the essential elements of the tort of deceit. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- MSP Products
- Asia Marketing Agreement
- Exclusive Distributorship Right
- Targeted Minimum Business Level
- Balance Sum
- Representations
- Pay-to-produce policy
- Quistclose trust
- Dishonest assistance
- Unjust enrichment
- Fraudulent misrepresentation
15.2 Keywords
- trust
- breach of trust
- misrepresentation
- contract
- unjust enrichment
- MSP4GE Asia
- MSP Global
- Andrew Ang
16. Subjects
- Trust Law
- Contract Law
- Restitution
- Agency Law
17. Areas of Law
- Trusts
- Constructive trust
- Breach of trust
- Restitution
- Unjust enrichment
- Contract
- Misrepresentation