Toh Wee Ping Benjamin v Grande Corp: Striking Out Defence & Assessment of Damages
Toh Wee Ping Benjamin and Goh Bee Heong appealed against the High Court's decision in Suit 331, where their defense was struck out, and damages were assessed in favor of Grande Corporation Pte Ltd. The Court of Appeal allowed the appeal in part, setting aside the judgment for 'Sums Received' while maintaining the judgment for 'Loans'. The case concerned breaches of fiduciary duties and the effect of striking out a defense on admissions in a statement of claim.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding striking out of defense and assessment of damages. The court allowed the appeal in part, setting aside judgment for Sums Received but maintaining judgment for Loans.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Toh Wee Ping Benjamin | Appellant, Defendant | Individual | Appeal allowed in part | Partial | |
| Goh Bee Heong | Appellant, Defendant | Individual | Appeal allowed in part | Partial | |
| Grande Corporation Pte Ltd | Respondent, Plaintiff | Corporation | Judgment for Loans | Partial | |
| Cubix Group Pte Ltd | Defendant | Corporation | Default | Default | |
| Cubix and Kosmic Pte Ltd | Defendant | Corporation | Default | Default | |
| AXXIS Group Pte Ltd | Defendant | Corporation | Default | Default | |
| AXXIS International Pte Ltd | Defendant | Corporation | Default | Default | |
| AXXIS Pte Ltd | Defendant | Corporation | Default | Default |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | No |
| Andrew Phang Boon Leong | Judge of Appeal | No |
| Judith Prakash | Judge of Appeal | Yes |
4. Counsels
4. Facts
- Grande and Cubix Group discussed business possibilities between late December 2006 and mid-2007.
- Cubix and Kosmic Pte Ltd (C&K) was incorporated in March 2007 as a joint venture company.
- Grande transferred sums totaling S$291,288 and US$458,000 to C&K as contributions/loans.
- Grande claimed the funding, business, clientele, projects and staff of C&K were wrongfully transferred to AXXIS Companies.
- Grande sought return of Loan Sums and a separate amount of US$900,000 in Suit 331.
- The SOC was amended on 4 April 2016 to remove Mr Krishna as plaintiff and claim for 'Sums Received' instead of US$900,000.
- The appellants committed breaches of discovery obligations and court orders.
- The Judge granted the Striking Out Application in respect of the appellants and struck out the joint defence as against them.
5. Formal Citations
- Toh Wee Ping Benjamin and another v Grande Corp Pte Ltd, Civil Appeal No 138 of 2019, [2020] SGCA 48
6. Timeline
| Date | Event |
|---|---|
| Cubix and Kosmic Pte Ltd incorporated | |
| Joint Venture Agreement entered into by Grande and Cubix Group | |
| Suit 331 commenced by Grande and Mr Krishna | |
| Cubix International, Cubix Group, Mr Toh, Ms Goh and the AXXIS Companies jointly filed a defence | |
| Statement of claim amended | |
| Grande filed Summons No 2275 of 2017 seeking to strike out the defence of the appellants and the AXXIS Companies | |
| Striking Out Judgment issued | |
| Application to strike out the defences of Cubix Group and the AXXIS Companies allowed | |
| Interlocutory judgment granted for Grande against Cubix Group and the AXXIS Companies with damages to be assessed | |
| Assessment of damages hearing | |
| Assessment of damages hearing | |
| Assessment Judgment issued | |
| Court of Appeal hearing | |
| Grounds of decision issued |
7. Legal Issues
- Effect of Striking Out Defence
- Outcome: The court clarified that striking out a defence deems allegations of fact in the statement of claim admitted, but not conclusions of law or mixed questions of fact and law. The defendant can still contest unliquidated damages.
- Category: Procedural
- Sub-Issues:
- Extent of admissions deemed made by defendant
- Impact on assessment of damages
- Breach of Contract
- Outcome: The court held that the appellants could not be deemed to have admitted to the piercing of the corporate veil of Cubix Group and the consequences that follow simply because their defence was struck out.
- Category: Substantive
- Sub-Issues:
- Piercing the corporate veil
- Personal liability of shareholders
- Breach of Fiduciary Duty
- Outcome: The court expressed doubt as to whether breach of fiduciary duties on the part of the appellants was a proper ground for liability for the Loans.
- Category: Substantive
- Sub-Issues:
- Existence of fiduciary relationship
- Duties of joint venturers
- Fraudulent Misrepresentation
- Outcome: The court found that the elements for a claim in fraudulent misrepresentation had been made out and the appellants were jointly and severally liable for the Loans.
- Category: Substantive
8. Remedies Sought
- Declaration of personal responsibility under s 340 of the Companies Act
- Return of Loans (S$291,288 and US$458,000)
- Declaration of constructive trust over profits and benefits
- Damages for misrepresentation
- Damages
9. Cause of Actions
- Breach of Contract
- Breach of Fiduciary Duties
- Fraudulent Misrepresentation
- Unjust Enrichment
- Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Schonk Antonius Martinus Mattheus and another v Enholco Pte Ltd and another appeal | Court of Appeal | Yes | [2016] 2 SLR 881 | Singapore | Cited regarding the court's ability to arrive at a proportionate and equitable figure when a claimant has failed to prove the quantum sought. |
| Grande Corp Pte Ltd v Cubix International Pte Ltd and others | High Court | Yes | [2018] SGHC 13 | Singapore | The judgment below where the Judge gave reasons for striking out the defence of the appellants. |
| Grande Corp Pte Ltd v Cubix Group Pte Ltd and others | High Court | Yes | [2019] SGHC 146 | Singapore | The assessment judgment where the Judge found the appellants liable to the respondent for the Loans and the Sums Received. |
| Young v. Thomas | N/A | Yes | [1892] 2 Ch. 35 | N/A | Cited with approval in Phonographic Performance Ltd. v Maitra & Ors. regarding the court's inability to receive any evidence, but must give judgment according to the pleadings alone. |
| Phonographic Performance Ltd. v Maitra & Ors.(Performing Right Society Ltd intervening) | N/A | Yes | [1998] 2 All E.R. 638 | N/A | Cited Young v. Thomas with approval regarding the court's inability to receive any evidence, but must give judgment according to the pleadings alone. |
| Zulkifli Baharudin v Koh Lam Son | N/A | Yes | [1999] 2 SLR(R) 369 | Singapore | Cited regarding the assessment of damages in a defamation action where the defendant failed to file a defence. |
| Kewangan Bersatu Bhd v Yap Ah Yit and others | N/A | Yes | [1998] 7 MLJ 442 | Malaysia | Cited regarding the ability of a defendant subject to a judgment under O 19 r 3 to defend himself during the hearing of assessment of damages in respect of the quantum payable. |
| Tan Sri Dato Vincent Tan Chee Yioun v Haji Hasan bin Hamzah and others | N/A | Yes | [1995] 1 MLJ 39 | Malaysia | Cited regarding the allowance of defendants who failed to file a defence to give evidence in court for the purpose of mitigating the damages against them. |
| Malcolmson Nicholas Hugh Bertram and another v Mehta Naresh Kumar | N/A | Yes | [2001] 3 SLR(R) 379 | Singapore | Cited regarding the interpretation of O 19 r 7(1) of the ROC, which means that the court must be satisfied that the plaintiff is indeed entitled to the judgment and relief prayed for. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | N/A | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the essential elements for a claim for fraudulent misrepresentation. |
| Jurong Town Corp v Wishing Star Ltd | N/A | Yes | [2005] 3 SLR(R) 283 | Singapore | Cited regarding s 1 of the Misrepresentation Act. |
| Edgington v Fitzmaurice | N/A | Yes | (1885) 29 Ch D 459 | N/A | Cited regarding a statement as to a person’s intention or state of mind, is no less a statement of fact and a misstatement of it can constitute a misrepresentation of fact. |
| Tan Chin Seng and others v Raffles Town Club Pte Ltd | N/A | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited regarding a statement as to a person’s intention or state of mind, is no less a statement of fact and a misstatement of it can constitute a misrepresentation of fact. |
| Derry v Peek | N/A | Yes | (1889) 14 App Cas 337 | N/A | Cited regarding the definition of fraudulent misrepresentation. |
| Ross River Ltd and another v Waverley Commercial Ltd and others | Court of Appeal of England & Wales | Yes | [2014] 1 BCLC 545 | England & Wales | Cited regarding an individual who was a director of company A, which was in a joint venture with company B, himself owed fiduciary duties to company B because of the trust it reposed in him. |
| Guy Neale and others v Nine Squares Pty Ltd | N/A | Yes | [2015] 1 SLR 1097 | Singapore | Cited regarding the account of profits sought by Grande in respect of the Sums Received was a proprietary remedy. |
| Foskett v McKeown | N/A | Yes | [2001] 1 AC 102 | N/A | Cited regarding tracing the value of the Loans into the Sums Received, the latter being the substitute of the original assets. |
| Caltong (Australia) Pty Ltd (formerly known as Tong Tien See Holding (Australia) Pty Ltd) and another v Tong Tien See Construction Pte Ltd (in liquidation) and another appeal | N/A | Yes | [2002] 2 SLR(R) 94 | Singapore | Cited regarding tracing the value of the Loans into the Sums Received, the latter being the substitute of the original assets. |
| PT Prima International Development v Kempinski Hotels SA and other appeals | N/A | Yes | [2012] 4 SLR 98 | Singapore | Cited regarding the two essential functions of pleadings. |
| The Royal Bank of Scotland NV (formerly known as ABN Amro Bank NV) and others v TT International Ltd (nTan Corporate Advisory Pte Ltd and others, other parties) and another appeal | N/A | Yes | [2015] 5 SLR 1104 | Singapore | Cited regarding the doctrine of issue estoppel. |
| Watt (formerly Carter) v Ahsan | N/A | Yes | [2008] 1 AC 696 | N/A | Cited regarding the doctrine of issue estoppel. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Loans
- Sums Received
- Joint Venture Agreement
- AXXIS Companies
- Striking Out Application
- Statement of Claim
- Assessment of Damages
- Breach of Fiduciary Duties
- Fraudulent Misrepresentation
- Corporate Veil
15.2 Keywords
- Striking Out
- Assessment of Damages
- Breach of Contract
- Fiduciary Duty
- Misrepresentation
- Singapore Law
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Striking out | 80 |
| Damages Assessment | 80 |
| Civil Practice | 75 |
| Civil Procedure | 75 |
| Misrepresentation | 60 |
| Litigation | 60 |
| Breach of Contract | 50 |
| Contract Law | 50 |
| Fiduciary Duties | 40 |
| Corporate Law | 30 |
| Company Law | 30 |
| Commercial Disputes | 30 |
16. Subjects
- Civil Procedure
- Contract Law
- Company Law
- Damages
- Misrepresentation