Alphire Group Pte Ltd v Law Chau Loon: Implied Authority and Settlement Agreement Validity
The Court of Appeal dismissed Alphire Group Pte Ltd's appeal against the High Court's decision, affirming the validity of a settlement agreement reached between Alphire Group and Law Chau Loon, a former director. The dispute arose from a prior suit (Suit 822) where Alphire Group was awarded judgment against Law Chau Loon. The court found that investors acting on behalf of Alphire Group had implied actual authority to enter into the settlement agreement with Law Chau Loon on 2 February 2019. The court varied the declaration to reflect that the settlement agreement was an oral agreement made on 2 February 2019.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding the validity of a settlement agreement. The court found the investors had implied authority to bind Alphire Group, making the agreement valid.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Alphire Group Pte Ltd | Applicant, Appellant | Corporation | Appeal Dismissed | Lost | Palmer Michael Anthony, Reuben Tan Wei Jer, Daryl Tan |
| Law Chau Loon | Respondent | Individual | Appeal Dismissed | Won | Lim Tahn Lin Alfred, Lee Tat Weng Daniel |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Phang Boon Leong | Judge of Appeal | Yes |
| Woo Bih Li | Judge | No |
| Quentin Loh | Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Palmer Michael Anthony | Quahe Woo & Palmer LLC |
| Reuben Tan Wei Jer | Quahe Woo & Palmer LLC |
| Daryl Tan | Quahe Woo & Palmer LLC |
| Lim Tahn Lin Alfred | Fullerton Law Chambers LLC |
| Lee Tat Weng Daniel | Fullerton Law Chambers LLC |
4. Facts
- Law Chau Loon was a former director in Alphire Group Pte Ltd.
- Alphire Group was awarded judgment against Law Chau Loon in Suit 822 for monies collected from clients but not paid over.
- Han Seng Juan, Loh Kim Kang David, and Wong Kok Hoe met Law Chau Loon on 2 February 2019.
- Law Chau Loon passed $1 million in cash to the Investors at the meeting on 2 February 2019.
- Han sent Law Chau Loon a WhatsApp message outlining the terms of the settlement agreement.
- Alphire Group's directors were subservient to the Investors.
- The Investors had invested $8 million in Alphire Group during its incorporation.
5. Formal Citations
- Alphire Group Pte Ltd v Law Chau Loon and another matter, Civil Appeal No 185 of 2019, [2020] SGCA 50
6. Timeline
| Date | Event |
|---|---|
| Settlement agreement reached between Law Chau Loon and the Investors at the Sheraton Hotel | |
| Alphire Group objected to the Investors’ authority to enter the settlement agreement | |
| Law Chau Loon met Han at a karaoke outlet | |
| Han informed Law Chau Loon that Alphire Group was willing to compromise the judgment debt in Suit 822 upon payment of $1 million | |
| Suit No 822 filed | |
| Judgment delivered |
7. Legal Issues
- Implied Actual Authority
- Outcome: The court found that the Investors had implied actual authority to bind the appellant to the settlement agreement.
- Category: Substantive
- Related Cases:
- [1968] 1 QB 549
- [2009] 4 SLR(R) 788
- [2013] 4 SLR 308
- Validity of Settlement Agreement
- Outcome: The court found that a binding and valid settlement agreement was reached on 2 February 2019.
- Category: Substantive
8. Remedies Sought
- Declaration that a settlement agreement is valid and binding
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Gambling
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Hely-Hutchinson v Brayhead Ltd | English Court of Appeal | Yes | [1968] 1 QB 549 | England and Wales | Cited for the principle that implied actual authority can be found where directors appoint one of their members to be a managing director to do things usual within the scope of that office. |
| Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another suit | Court of Appeal | Yes | [2009] 4 SLR(R) 788 | Singapore | Cited for the principle that the court may find implied actual authority through the parties’ conduct and the circumstances of a particular case. |
| Alwie Handoyo v Tjong Very Sumito and another appeal | Court of Appeal | Yes | [2013] 4 SLR 308 | Singapore | Cited for the principle that the cornerstone of both express and implied actual authority is a consensual agreement between the principal and the agent. |
| Fasi Paul Frank v Specialty Laboratories Asia Pte Ltd | High Court | Yes | [1999] 1 SLR(R) 1111 | Singapore | Cited for the principle that where material allegations on affidavit are not contradicted, they are deemed to be admitted. |
| Law Chau Loon v Alphire Group Pte Ltd | High Court | Yes | [2019] SGHC 275 | Singapore | The decision of the High Court Judge which is being appealed in this case. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Order 45, Rule 11 of the Rules of Court | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Implied Actual Authority
- Settlement Agreement
- Judgment Debt
- Investors
- Without Prejudice
- Subject to Contract
- Consensus ad idem
15.2 Keywords
- settlement agreement
- implied authority
- agency
- contract
- junkets
16. Subjects
- Contract Law
- Agency Law
- Settlement Agreements
17. Areas of Law
- Contract Law
- Agency Law
- Civil Procedure