JTrust Asia v Group Lease: Tort of Deceit, Conspiracy & Mareva Injunctions

JTrust Asia Pte Ltd (“JTA”) appealed against the High Court's decision to dismiss its claims against Group Lease Holdings Pte Ltd (“GLH”), Mitsuji Konoshita (“MK”), Cougar Pacific Pte Ltd (“Cougar”), Aref Holdings Limited, Adalene Limited, Bellaven Limited, Baguera Limited and Yoichi Kuga for tort of deceit and conspiracy. JTA sought to renew Mareva injunctions pending the appeal. The Court of Appeal allowed the appeal in part, reinstating the domestic Mareva injunction against MK and the worldwide Mareva injunction against GLH, but dismissed the application to reinstate the Mareva injunction against Cougar.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal allowed in part; domestic Mareva injunction against Mitsuji Konoshita and worldwide Mareva injunction against Group Lease Holdings Pte Ltd reinstated; application to reinstate Mareva injunction against Cougar Pacific Pte Ltd dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

JTrust Asia's appeal concerns deceit, conspiracy, and Mareva injunctions against Group Lease. The court examines the threshold for continuing injunctions pending appeal.

1.7 Decision Date

31 May 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
JTrust Asia Pte Ltd	Appellant	Corporation	Appeal allowed in part	Partial	Chan Leng Sun of Wong & Leow LLC
Group Lease Holdings Pte Ltd	Respondent	Corporation	Worldwide Mareva injunction reinstated	Lost	Lawrence Teh of Dentons Rodyk & Davidson LLP
Mitsuji Konoshita	Respondent	Individual	Domestic Mareva injunction reinstated	Lost	Lawrence Teh of Dentons Rodyk & Davidson LLP
Adalene Limited	Respondent	Corporation	No Mareva injunction	Neutral
Bellaven Limited	Respondent	Corporation	No Mareva injunction	Neutral
Aref Holdings Limited	Respondent	Corporation	No Mareva injunction	Neutral
Baguera Limited	Respondent	Corporation	No Mareva injunction	Neutral
Cougar Pacific Pte Ltd	Respondent	Corporation	Application to reinstate Mareva injunction dismissed	Won	Daniel Tan Shi Min of Shook Lin & Bok LLP
Yoichi Kuga	Respondent	Individual	No Mareva injunction	Neutral

3. Judges

Judge Name	Title	Delivered Judgment
Steven Chong	Judge of Appeal	Yes
Quentin Loh	Judge	No

4. Counsels

Counsel Name	Organization
Chan Leng Sun	Wong & Leow LLC
Lawrence Teh	Dentons Rodyk & Davidson LLP
Daniel Tan Shi Min	Shook Lin & Bok LLP

4. Facts

JTA brought an action in the tort of deceit against GLH and MK.
JTA brought an action against the first to seventh respondents in the tort of conspiracy.
JTA successfully obtained ex parte Mareva injunctions against GLH, MK and Cougar on 26 December 2017.
The Judge dismissed JTA’s claims in deceit and conspiracy against the first to seventh respondents on 12 February 2020.
JTA filed an appeal against the Judgment on 13 February 2020.
GLH Loans were “suspicious” and “undoubtedly unusual”.
The Borrowers had no substantial commercial activity, or at least none that would justify the GLH Loans.

5. Formal Citations

JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others, Civil Appeal No 21 of 2020 (Summons No 21 of 2020), [2020] SGCA 54

6. Timeline

Date	Event
2017-03-09	Stock Exchange of Thailand issued a public notice to GL Thailand requiring information on loans.
2017-03-13	GL Thailand responded to the Exchange’s notice by issuing a clarificatory note.
2015-03-20	JTA invested US$30m in GL Thailand under the first investment agreement.
2015-05-22	JTA completed the subscription of US$30m worth of GL Thailand’s convertible debentures.
2015-12-01	JTA exercised its right to convert the debentures into shares at 10 Thai Baht per share.
2016-06-01	JTA entered into a second investment agreement with GL Thailand.
2016-08-01	JTA subscribed for US$130m of GL Thailand’s convertible debentures.
2016-12-01	JTA entered into a third investment agreement with GL Thailand.
2017-03-20	JTA subscribed for a further US$50m of GL Thailand’s convertible debentures.
2017-10-16	The Commission issued a news release stating that GLH had issued sham loans.
2017-11-13	Ernst & Young issued a “Report on Review of Interim Financial Information” to the shareholders of GL Thailand.
2017-12-26	JTA commenced the Suit against GLH, MK, Cougar and the Cyprus Borrowers for the tort of deceit and conspiracy.
2018-02-23	The High Court judge set aside the Mareva injunctions.
2018-06-01	Court of Appeal reinstated the domestic Mareva injunctions and expanded the Mareva injunctions against GLH and Cougar to worldwide Mareva injunctions.
2019-05-08	Yoichi Kuga joined the action.
2020-02-12	The Judge dismissed JTA’s claims in deceit and conspiracy against the first to seventh respondents.
2020-02-13	JTA filed an appeal against the Judgment.
2020-05-21	Judgment reserved.
2020-06-01	Judgment date.

7. Legal Issues

Tort of Deceit
- Outcome: The Judge found that GLH’s financial statements were not prepared with the requisite dishonest intention.
- Category: Substantive
- Sub-Issues:
  - Dishonest intention
  - Proof of reliance
  - False representation
- Related Cases:
  - [2001] 2 SLR(R) 435
  - [2009] SGHC 44
Tort of Conspiracy
- Outcome: JTA had to show Cougar’s and the Cyprus Borrowers’ intention to cause injury to JTA, which it had failed to do so.
- Category: Substantive
- Sub-Issues:
  - Intention to cause injury
Mareva Injunctions
- Outcome: The court allowed the appeal in part and reinstated the domestic Mareva injunction against MK and the worldwide Mareva injunction against GLH, but dismissed the application to reinstate the Mareva injunction against Cougar.
- Category: Procedural
- Sub-Issues:
  - Risk of dissipation of assets
  - Good arguable appeal
- Related Cases:
  - [2015] 5 SLR 558
  - [1997] 1 WLR 4

8. Remedies Sought

Damages
Renewal of Injunctions

9. Cause of Actions

Tort of Deceit
Tort of Conspiracy

10. Practice Areas

Commercial Litigation
Injunctions

11. Industries

Finance
Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others	High Court	Yes	[2018] SGHC 38	Singapore	Cited for the High Court's decision to set aside the Mareva injunctions.
JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others	Court of Appeal	Yes	[2018] 2 SLR 159	Singapore	Cited for the Court of Appeal's decision to reinstate the domestic Mareva injunctions and expand the Mareva injunctions against GLH and Cougar to worldwide Mareva injunctions.
JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others	High Court	Yes	[2020] SGHC 29	Singapore	Cited for the High Court's decision to dismiss JTA’s claims in deceit and conspiracy against the first to seventh respondents.
Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appeal	Singapore Law Reports	Yes	[2015] 5 SLR 558	Singapore	Cited for the definition of a good arguable case.
Ketchum International Plc v Group Public Relations Holdings Ltd and others	English Court of Appeal	Yes	[1997] 1 WLR 4	England and Wales	Cited for the test for a good arguable appeal.
Novartis AG v Hospira UK Ltd	English Court of Appeal	Yes	[2013] EWCA Civ 583	England and Wales	Cited for affirming the English Court of Appeal in Ketchum International Plc v Group Public Relations Holdings Ltd and others.
Metropolitan Housing Trust Ltd v Taylor and others	English Court of Appeal	Yes	[2015] EWCA Civ 1595	England and Wales	Cited for affirming the English Court of Appeal in Ketchum International Plc v Group Public Relations Holdings Ltd and others.
Rozenblit v Vainer	Court of Appeal of the Supreme Court of Victoria	Yes	[2019] VSCA 164	Victoria, Australia	Cited for the purpose of a freezing order in preventing frustration or abuse of the court’s process applies equally pending trial or pending appeal and the test applicable to an appeal is not any more stringent.
Sandz Solutions (Singapore) Pte Ltd and others v Strategic Worldwide Assets Ltd and others	Singapore Law Reports	Yes	[2014] 3 SLR 562	Singapore	Cited for the threshold for appellate intervention.
National Bank Trust v Yurov and others	High Court of Justice	Yes	[2016] EWHC 1913 (Comm)	England and Wales	Cited for the relevant inquiry is whether there is a current risk of dissipation, though past events may be evidentially relevant only if they serve to demonstrate a current risk of dissipation of assets.
Guan Chong Cocoa Manufacturer Sdn Bhn v Pratiwi Shipping SA	Court of Appeal	Yes	[2003] 1 SLR(R) 157	Singapore	Cited for the plaintiff must produce “solid evidence” to demonstrate this risk, and not just bare assertions of fact.
Panatron Pte Ltd v Lee Cheow Lee	Singapore Law Reports	Yes	[2001] 2 SLR(R) 435	Singapore	Cited for a representation made to a third person is actionable so long as it was communicated to a class of persons whom the plaintiff is one, or even if it is made to the public generally, with a view of being acted on.
Thode Gerd Walter v Mintwell Industry Pte Ltd and others	High Court	Yes	[2009] SGHC 44	Singapore	Cited for so long as JTA, as one of the members of that class of persons to whom the representation was communicated, acts on the representation and suffers damage as a result, that would suffice and the representation need not be made directly to JTA.
Richardson v Silvester	Queen's Bench	Yes	LR 9 QB 34	England and Wales	Cited for a representation made to a third person is actionable so long as it was communicated to a class of persons whom the plaintiff is one, or even if it is made to the public generally, with a view of being acted on.
Swift v Winterbotham	Queen's Bench	Yes	LR 8 QB 244	England and Wales	Cited for a representation made to a third person is actionable so long as it was communicated to a class of persons whom the plaintiff is one, or even if it is made to the public generally, with a view of being acted on.
Chan Kern Miang v Kea Resources Pte Ltd	Singapore Law Reports	Yes	[1998] 2 SLR(R) 85	Singapore	Cited for there is no rule that every alleged conspirator must be made a defendant for a conspiracy action to succeed.
Fornet Enterprise Co Ltd v Howell Universal Pte Ltd and others	Singapore Law Reports	Yes	[2006] 2 SLR(R) 349	Singapore	Cited for if the party omitted from suit is a protagonist in the alleged conspiracy, then the plaintiff will find it difficult, as a matter of evidence, to prove his case in the absence of the court hearing from that party.
SCK Group Bhd & Anor v Sunny Liew Siew Pang & Anor	Malayan Law Journal	Yes	[2011] 4 MLJ 393	Malaysia	Cited for unless a good reason is provided for that party’s omission as a defendant, the trial judge will have difficulty finding that the alleged conspiracy was proved.
SCT Technologies Pte Ltd v Western Copper Co Ltd	Singapore Law Reports	Yes	[2016] 1 SLR 1471	Singapore	Cited for the facts which were relied upon by the Judge in finding the GLH Loans to be suspicious and undoubtedly unusual coupled with Mr Iain Potter’s (“Potter”) expert evidence should be sufficient prima facie evidence that the GLH Loans were shams and not properly accounted for in GL Thailand’s financial statements.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Mareva injunction
Good arguable appeal
Dissipation of assets
GLH Loans
Round-tripping scheme
Goodwill basis

15.2 Keywords

Mareva injunction
deceit
conspiracy
appeal
dissipation
assets
fraud

17. Areas of Law

Area Name	Relevance Score
Fraud and Deceit	90
Conspiracy by Unlawful Means	85
Injunctions	75
Interim injunctions	70
Civil Procedure	60

16. Subjects

Tort
Civil Procedure
Injunctions
Misrepresentation
Fraud
Conspiracy