Liberty Sky Investments v Aesthetic Medical Partners: Fraudulent Misrepresentation & Contract Rescission
Liberty Sky Investments Limited (LSI) appealed against decisions regarding fraudulent misrepresentation and a guarantee in relation to a share purchase agreement with Dr. Goh Seng Heng and Aesthetic Medical Partners Pte Ltd (AMP). The Court of Appeal dismissed all appeals, upholding the trial judge's finding that Dr. Goh made fraudulent misrepresentations inducing LSI to enter the agreement, but affirming the denial of rescission due to the impossibility of restitutio in integrum. The court also found no separate indemnity agreement between LSI and AMP.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Civil Appeals Nos 55, 56 and 57 of 2019 and Civil Appeal Summons No 100 of 2019 dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Oral Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal concerning fraudulent misrepresentation in a share purchase. The court dismissed the appeals, upholding the finding of fraudulent misrepresentation but denying rescission.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Liberty Sky Investments Limited | Appellant, Plaintiff, Applicant, Respondent | Corporation | Appeal Dismissed | Lost | Nehal Harpreet Singh, Jordan Tan Zhengxian, Han Guangyuan Keith, Tan Tian Yi |
| Aesthetic Medical Partners Pte Ltd | Respondent, Defendant | Corporation | Judgment for Respondent | Won | Narayanan Sreenivasan, Rajaram Muralli Raja |
| Dr Goh Seng Heng | Defendant, Respondent, Appellant | Individual | Appeal Dismissed | Won | Lok Vi Ming, Lee Sien Liang Joseph, Muk Chen Yeen Jonathan, Kelly Tseng Ai Lin |
| Goh Ming Li Michelle @ Wu Mingli | Defendant | Individual | No specific outcome mentioned | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Phang Boon Leong | Judge of Appeal | Yes |
| Judith Prakash | Judge of Appeal | No |
| Belinda Ang Saw Ean | Judge | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Nehal Harpreet Singh | Cavenagh Law LLP |
| Jordan Tan Zhengxian | Cavenagh Law LLP |
| Han Guangyuan Keith | Cavenagh Law LLP |
| Tan Tian Yi | Cavenagh Law LLP |
| Lok Vi Ming | LVM Law Chambers LLC |
| Lee Sien Liang Joseph | LVM Law Chambers LLC |
| Muk Chen Yeen Jonathan | LVM Law Chambers LLC |
| Kelly Tseng Ai Lin | LVM Law Chambers LLC |
| Narayanan Sreenivasan | K&L Gates Straits Law LLC |
| Rajaram Muralli Raja | K&L Gates Straits Law LLC |
4. Facts
- LSI executed a sale and purchase agreement with Goh to purchase shares in AMP.
- Goh allegedly made fraudulent misrepresentations about a trade sale and IPO.
- LSI sold a majority of the shares to Chinese investors shortly after the SPA.
- Neither the trade sale nor the IPO occurred.
- LSI sought rescission of the SPA and damages for fraudulent misrepresentation.
- The trial judge found fraudulent misrepresentation but denied rescission.
- The trial judge found no separate indemnity agreement between LSI and AMP.
5. Formal Citations
- Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matter, , [2020] SGCA 7
- Liberty Sky Investments Limited, Civil Appeal No 55 of 2019, Civil Appeal No 55 of 2019
- Liberty Sky Investments Limited, Suit No 457 of 2017, Suit No 457 of 2017
- Liberty Sky Investments Limited, Civil Appeal No 56 of 2019, Civil Appeal No 56 of 2019
- Liberty Sky Investments Limited, Civil Appeal Summons No 100 of 2019, Civil Appeal Summons No 100 of 2019
- Dr Goh Seng Heng, Civil Appeal No 57 of 2019, Civil Appeal No 57 of 2019
- Liberty Sky Investments Limited, Suit No 1311 of 2015, Suit No 1311 of 2015
6. Timeline
| Date | Event |
|---|---|
| Aesthetic Medical Partners Pte Ltd founded | |
| Fraudulent misrepresentations made at dinner | |
| Fraudulent misrepresentations made at meeting | |
| Sale and purchase agreement executed | |
| Goh informed Gong that Peter Lim was the prospective buyer | |
| Targeted completion of IPO on the Singapore Exchange | |
| Targeted completion of IPO on the Singapore Exchange | |
| LSI brought claims against Goh in Suit No 1311 | |
| LSI brought claims against Goh and AMP in Suit No 457 | |
| Judgment reserved | |
| Oral judgment delivered |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The court upheld the trial judge's finding that Goh made fraudulent misrepresentations.
- Category: Substantive
- Sub-Issues:
- False Trade Sale Representations
- False IPO Representations
- Inducement
- Related Cases:
- [2001] 2 SLR(R) 435
- Rescission
- Outcome: The court affirmed the denial of rescission due to the impossibility of restitutio in integrum.
- Category: Substantive
- Sub-Issues:
- Impossibility of Restitutio in Integrum
- Intervention of Third Party Rights
- Related Cases:
- (1878) 3 App Cas 1218
- [2015] EWCA Civ 745
- Sufficiency of Pleadings
- Outcome: The court found no procedural impediment to the consideration of Goh’s argument centring on bars to rescission.
- Category: Procedural
- Related Cases:
- [2011] 2 SLR 196
- [2007] 3 SLR(R) 537
- Leave to Adduce Fresh Evidence
- Outcome: The court rejected LSI’s application to introduce the Investors’ Affidavits.
- Category: Procedural
8. Remedies Sought
- Rescission of Contract
- Monetary Damages
9. Cause of Actions
- Fraudulent Misrepresentation
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Panatron Pte Ltd v Lee Cheow Lee | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the principle that a representation will be actionable so long as it played a real and substantial part in inducing the representee to enter into the contract. |
| Emile Erlanger and Others v The New Sombrero Phosphate Company and Others | House of Lords | Yes | (1878) 3 App Cas 1218 | England | Cited for the principle that the representor has the legal burden of proving any bars to rescission. |
| Geoffrey Alan Salt v Stratstone Specialist Limited t/a Stratstone Cadillac Newcastle | English Court of Appeal | Yes | [2015] EWCA Civ 745 | England | Cited for the principle that the representor has the legal burden of proving any bars to rescission. |
| Sun Jin Engineering Pte Ltd v Hwang Jae Woo | Court of Appeal | Yes | [2011] 2 SLR 196 | Singapore | Cited for the principle that a balance has to be struck between instilling procedural discipline in civil litigation and permitting parties to present the substantive merits of their case notwithstanding a procedural irregularity. |
| Lee Chee Wei v Tan Hor Peow Victor and others and another appeal | Singapore Court of Appeal | Yes | [2007] 3 SLR(R) 537 | Singapore | Cited for the principle that procedural laws are ultimately handmaidens to help achieve justice and should not be permitted to rule to such an extent that injustice is done. |
| Lim Eng Kay v Jaafar bin Mohamed Said | N/A | Yes | [1982] 2 MLJ 156 | N/A | Cited to illustrate the pragmatic judicial approach that eschews refusal of a claim purely on account of a technical error of pleading. |
| Lea Tool and Moulding Industries Pte Ltd v CGU International Insurance plc | N/A | Yes | [2000] 3 SLR(R) 745 | N/A | Cited to illustrate that procedural laws are ultimately handmaidens to help achieve justice. |
| Chwee Kin Keong v Digilandmall.com Pte Ltd | N/A | Yes | [2004] 2 SLR(R) 594 | N/A | Cited to illustrate that rules of court which are meant to facilitate the conduct of proceedings invariably encapsulate concepts of procedural fairplay. |
| Cropper v Smith | N/A | Yes | (1884) 26 Ch D 700 | N/A | Cited to illustrate that the rules of court practice and procedure exist to provide a convenient framework to facilitate dispute resolution and to serve the ultimate and overriding objective of justice. |
| Loo Chay Sit v Estate of Loo Chay Loo, deceased | Court of Appeal | Yes | [2010] 1 SLR 286 | Singapore | Cited for the principle that the evidential burden might shift as between the parties, depending on the precise evidence adduced before the court. |
| Phosagro Asia Pte Ltd v Piattchanine, Iouri | Court of Appeal | Yes | [2016] 5 SLR 1052 | Singapore | Cited for the principle that Section 108 of the Evidence Act applies in exceptional circumstances by reversing the burden of proof and placing the legal burden on a party to prove matters within its exclusive knowledge. |
| Anan Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co) | Court of Appeal | Yes | [2019] 2 SLR 341 | Singapore | Cited for the principle that the court will not allow a party to belatedly plug the evidential gaps and retrieve lost ground by relying on evidence that it should have placed before the court below. |
| Pigott et al v Nesbitt Thomson & Co Ltd | Ontario Court of Appeal | No | [1939] OR 66 | Canada | Cited by LSI to support the New Argument that it is entitled to rescission in its personal capacity. |
| Nesbitt Thomson & Co Ltd v Pigott et al | Supreme Court of Canada | No | [1941] SCR 520 | Canada | Cited as related to a fact situation in which the representee (Pigott) was claiming rescission of the contract concerned as a trustee. |
| Alberta (Treasury Branches) v Ghermezian | Alberta Court of Queen’s Bench | No | [1999] AJ 1023 | Canada | Cited for the proposition that the right to rescind a contract may be allowed even where the property of a contract has been assigned. |
| Manitoba Ltd v Palmer et al | British Columbia Supreme Court | No | [1985] BCJ 3069 | Canada | Cited for the issue of whether a cause of action was validly assigned. |
| Ng Chee Weng v Lim Jit Min Bryan | Court of Appeal | Yes | [2012] 1 SLR 457 | Singapore | Cited for the principle that while a party has the right to plead inconsistent rights in the alternative, the alternatives cannot offend common sense and justice. |
| Brailsford v Tobie | N/A | Yes | (1888) 10 ALT 194 | N/A | Cited for the principle that alternative statements of fact are not permitted if one statement or the other must, to the knowledge of the pleader, be false. |
13. Applicable Rules
| Rule Name |
|---|
| O 6 r 2(1)(c) of the Rules of Court |
| O 57 r 9A(4)(b) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Trade Sale
- Initial Public Offering
- Internal Rate of Return
- Guarantee
- Restitutio in Integrum
- Investment Agreements
- AMP Shares
15.2 Keywords
- fraudulent misrepresentation
- rescission
- contract
- shares
- investment
- singapore
16. Subjects
- Contract Law
- Fraudulent Misrepresentation
- Civil Procedure
- Remedies
17. Areas of Law
- Contract Law
- Misrepresentation
- Equity
- Civil Procedure