OCBC v. Yeo Hui Keng: Non Est Factum & All-Moneys Mortgage Dispute

In Oversea-Chinese Banking Corporation Limited v Yeo Hui Keng, the High Court of Singapore heard a case regarding the validity of an all-moneys mortgage. Oversea-Chinese Banking Corporation Limited ("OCBC") sued Mdm Yeo Hui Keng ("Yeo") to claim outstanding sums under a mortgage. Yeo raised the defence of non est factum and took out a third party action against her solicitors, Tan Peng Chin LLC, for failing to explain the mortgage's nature. The court ruled in favour of OCBC, finding Yeo liable for the outstanding debt and dismissing her counterclaim and claim against the Third Party.

1. Case Overview

1.1 Court

High Court of Singapore

1.2 Outcome

Judgment for Plaintiff; Defendant's counterclaim dismissed; Defendant's claim against Third Party dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Oral Judgment

1.5 Jurisdiction

Singapore

1.6 Description

OCBC sues Yeo Hui Keng over an all-moneys mortgage. The court rejects Yeo's non est factum defense, finding her liable for the debt.

1.7 Decision Date

27 February 2019

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Oversea-Chinese Banking Corporation Limited	Plaintiff, Defendant	Corporation	Judgment for Plaintiff	Won	Ong Boon Hwee William, Alexander Yeo, Royston Tan Chu Zheng
Yeo Hui Keng	Defendant, Plaintiff	Individual	Claim Dismissed, Claim Dismissed	Lost, Lost	Beh Eng Siew, Lim Jia Ying
Tan Peng Chin LLC	Third Party	Limited Liability Partnership	Claim Dismissed	Won	Lok Vi Ming, Lee Sien Liang Joseph, Carren Thung Qiaolin, Natalie Joy Huang Kim Lian

3. Judges

Judge Name	Title	Delivered Judgment
Tan Siong Thye	Judge	Yes

4. Counsels

Counsel Name	Organization
Ong Boon Hwee William	Allen & Gledhill LLP
Alexander Yeo	Allen & Gledhill LLP
Royston Tan Chu Zheng	Allen & Gledhill LLP
Beh Eng Siew	Lee Bon Leong & Co
Lim Jia Ying	Lee Bon Leong & Co
Lok Vi Ming	LVM Law Chambers LLC
Lee Sien Liang Joseph	LVM Law Chambers LLC
Carren Thung Qiaolin	LVM Law Chambers LLC
Natalie Joy Huang Kim Lian	LVM Law Chambers LLC

4. Facts

Defendant and Mr. Kung executed an all-moneys mortgage to OCBC to secure credit facilities for King-Repa Trading (S) Pte Ltd.
The OCBC Mortgage covered the property at 17 East Coast Drive and all other assets.
Initial credit facilities were US$8,500,000, later increased to US$10,800,000.
Mr. Kung passed away, and the Company failed to make payments.
OCBC demanded repayment of US$1,361,977.83 plus interest.
OCBC exercised its right to recall the entire banking facilities and demanded US$10,408,820.10.
OCBC took possession of the property and sold it for S$7,250,000.

5. Formal Citations

Oversea-Chinese Banking Corp Ltd v Yeo Hui Keng, Suit No 77 of 2017, [2019] SGHC 45

6. Timeline

Date	Event
1996-01-12	Defendant and Mr. Kung granted an all-moneys mortgage to Bangkok Bank.
2012-12-01	Mr. Kung approached OCBC for refinancing of existing loans.
2013-01-11	Third Party sent a letter to the defendant and Mr. Kung explaining the OCBC Mortgage.
2013-01-22	Defendant and Mr. Kung executed the OCBC Mortgage at the Third Party’s office.
2013-12-17	OCBC increased the credit facilities to US$9,800,000.
2014-12-17	OCBC raised the credit facilities to US$10,800,000.
2016-04-16	Mr. Kung passed away.
2016-05-01	The Company failed to make payment under the Revised Facilities.
2016-05-31	OCBC demanded US$10,408,820.10 from the defendant.
2016-06-10	OCBC exercised its right to take possession of the Property.
2016-07-09	Defendant gave OCBC vacant possession of the Property.
2016-07-21	OCBC set off S$27,504.13 from the defendant’s savings account.
2016-08-18	OCBC set off S$5,606.34 from the defendant’s time deposit account.
2016-08-24	OCBC set off S$925.27 from the defendant’s savings account.
2016-08-21	Withers KhattarWong issued a statutory demand to the defendant for US$3,759,395.33.
2016-09-01	Defendant filed an affidavit to set aside the statutory demand.
2016-09-13	Defendant filed a second affidavit to set aside the statutory demand.
2016-11-10	Defendant filed a third affidavit to set aside the statutory demand.
2016-11-14	The Property was sold by the plaintiff.
2016-11-15	Defendant’s application to set aside the statutory demand was granted.
2016-12-05	The Registrar’s Appeal was dismissed.
2017-01-23	Allen & Gledhill LLP issued a letter of demand to the defendant.
2017-01-27	OCBC commenced suit against the defendant.
2018-07-06	Hearing commenced.
2019-02-18	Judgment reserved.
2019-02-28	Judgment delivered.

7. Legal Issues

Non Est Factum
- Outcome: The court held that the defendant failed to prove her defence of non est factum.
- Category: Substantive
- Sub-Issues:
  - Radical difference between signed document and what was thought to be signed
  - Failure to exercise reasonable care in signing the document
Estoppel
- Outcome: The court held that the defendant was estopped from seeking an invalidation of the OCBC Mortgage.
- Category: Substantive
Negligence
- Outcome: The court held that the Third Party was not negligent in advising the defendant on the nature of the OCBC Mortgage.
- Category: Substantive

8. Remedies Sought

Monetary Damages
Indemnity

9. Cause of Actions

Breach of Contract
Negligence

10. Practice Areas

Commercial Litigation
Banking Litigation

11. Industries

Banking
Legal

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Saunders (Executrix of the Will of Rose Maud Gallie, Deceased) v Anglia Building Society	House of Lords	Yes	[1971] AC 1004	United Kingdom	Cited for the principle that the doctrine of non est factum must be kept within narrow limits.
Lee Siew Chun v Sourgrapes Packaging Products Trading Pte Ltd and others	High Court	Yes	[1992] 3 SLR(R) 855	Singapore	Cited for the principle that non est factum is a dangerous doctrine for commercial institutions and should be restricted as much as possible.
Mahidon Nichiar bte Mohd Ali and others v Dawood Sultan Kamaldin	Court of Appeal	Yes	[2015] 5 SLR 62	Singapore	Cited for setting out the requirements for the application of the doctrine of non est factum.
Royal Bank of Scotland plc v Etridge (No 2)	House of Lords	Yes	[2002] 2 AC 773	United Kingdom	Cited regarding the duty to explain obligations under a mortgage, but found not applicable in this case.
Prudential Trust Company Ltd v Cugnet	Supreme Court	Yes	[1956] SCR 914	Canada	Cited for the principle that estoppel can preclude a plea of non est factum.
The “Bunga Melati 5”	Court of Appeal	Yes	[2012] 4 SLR 546	Singapore	Cited for the principles to establish estoppel by representation.
Foo Maun Yee and another v Yoong Weng Ho Robert	High Court	Yes	[1997] 1 SLR(R) 751	Singapore	Cited for the standard of care expected of a reasonably competent conveyancing solicitor.
Sudha Natrajan v The Bank of East Asia Ltd	Court of Appeal	Yes	[2017] 1 SLR 141	Singapore	Cited regarding the duties laid down in Etridge, but found not applicable in this case.
Law Society of Singapore v Ahmad Khalis bin Abdul Ghani	High Court	Yes	[2006] 4 SLR(R) 308	Singapore	Cited for the principle that the public rely upon lawyers for wise and effective counsel.
Carlisle and Cumberland Banking Company v Bragg	Court of Appeal	Yes	[1911] 1 KB 489	United Kingdom	Cited for the principle that negligence has nothing to do with the question whether the deed is in fact the deed of the defendant.

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

All-moneys mortgage
Non est factum
Credit facilities
Letter of Confirmation
Form of Confirmation and Consent
Revised Facilities
Original Facilities
Statutory demand

15.2 Keywords

mortgage
non est factum
OCBC
Yeo Hui Keng
Tan Peng Chin LLC
all-moneys mortgage
Singapore
banking
contract law

16. Subjects

Contract Law
Mortgages
Banking
Civil Procedure
Legal Ethics

17. Areas of Law

Contract Law
Mortgage Law
Civil Procedure
Legal Profession