Hamid Marine Services v Foo Siew Wei: Breach of Fiduciary Duty & Director's Duties
In Hamid Marine Services & Engrg Pte Ltd v Foo Siew Wei and others, the High Court of Singapore dismissed the plaintiff's claim against the defendants, who were former directors and a manager, for breach of fiduciary duties and wrongful intervention. The plaintiff alleged conflict of interest, misappropriation, diversion of resources, and failure to keep proper accounts. Kannan Ramesh J found the allegations unsubstantiated and dismissed the claims in their entirety.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Plaintiff's claims dismissed in their entirety.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court dismisses Hamid Marine's claim against former directors for breach of fiduciary duty, finding no evidence of misconduct or loss.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hamid Marine Services & Engrg Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | Lai Swee Fung, Chia Cheok Sien |
| Foo Siew Wei | Defendant | Individual | Judgment for Defendant | Won | Choo Ching Yeow Collin, Lin Zhiyi Linus |
| Foo Siew Ping | Defendant | Individual | Judgment for Defendant | Won | Choo Ching Yeow Collin, Lin Zhiyi Linus |
| Foo Tak Yi | Defendant | Individual | Judgment for Defendant | Won | Choo Ching Yeow Collin, Lin Zhiyi Linus |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lai Swee Fung | UniLegal LLC |
| Chia Cheok Sien | UniLegal LLC |
| Choo Ching Yeow Collin | Tan Peng Chin LLC |
| Lin Zhiyi Linus | Tan Peng Chin LLC |
4. Facts
- The plaintiff, Hamid Marine, was part of the Mectrade Group, providing marine services.
- The first and second defendants were former directors of the plaintiff.
- The third defendant was involved in the management of the Mectrade Group but not a director of the plaintiff at all material times.
- The plaintiff alleged the defendants breached fiduciary duties and wrongfully intervened in its affairs.
- The Mectrade Group companies shared common resources and had inter-company transactions.
- The plaintiff was a contractor of Dyna-Mac between 2007 and 2014.
- After Foo Sack You's death, disputes arose between the shareholders and the defendants.
5. Formal Citations
- Hamid Marine Services & Engrg Pte Ltd v Foo Siew Wei and others, Suit No 886 of 2018, [2020] SGHC 190
6. Timeline
| Date | Event |
|---|---|
| Mectrade Engineering (Pte) Ltd incorporated. | |
| Hamid Marine Services & Engrg Pte Ltd incorporated. | |
| Plaintiff became a contractor of Dyna-Mac. | |
| Foo Sack You passed away. | |
| Shares devolved to the Shareholders. | |
| First and second defendants removed as directors. | |
| Ministry of Manpower notified the plaintiff that the work permits of the foreign workers had been revoked. | |
| Settlement Agreement entered into. | |
| Defendants commenced HC/S 667/2017 against CHH. | |
| Shareholders received the accounts. | |
| Suit No 886 of 2018 filed. | |
| Suit 667 discontinued. | |
| Judgment reserved. | |
| Judgment issued. |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found no evidence of breach of fiduciary duty by the defendants.
- Category: Substantive
- Conflict of Interest
- Outcome: The court found that holding multiple directorships within the same group did not automatically create a conflict of interest.
- Category: Substantive
- Misappropriation of Funds
- Outcome: The court found a lack of evidence to support the plaintiff's claims of misappropriation.
- Category: Substantive
- Wrongful Intervention
- Outcome: The court found that the cause of action against the third defendant for wrongful intervention was unclear and unsubstantiated.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Declaration of Breach of Duty
- Delivery of Properties and Documents
9. Cause of Actions
- Breach of Fiduciary Duty
- Wrongful Intervention
10. Practice Areas
- Commercial Litigation
11. Industries
- Marine Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Sim Poh Ping v Winsta Holding Pte Ltd | Court of Appeal | Yes | [2020] SGCA 35 | Singapore | Cited regarding the methodology for causation in equitable compensation and the burden of proof on the issue of liability. |
| Smile Inc Dental Surgeons Pte Ltd v OP3 International Pte Ltd | N/A | Yes | [2020] 3 SLR 1234 | Singapore | Cited regarding the need for a plaintiff to prove its loss. |
| OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd) and another v Crest Capital Asia Pte Ltd and others | High Court | Yes | [2020] SGHC 142 | Singapore | Cited regarding the definition of 'director' under s 4(1) of the Companies Act and the concept of a shadow director. |
| Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties) | High Court | Yes | [2010] SGHC 163 | Singapore | Cited regarding the definition of 'director' under s 4(1) of the Companies Act and the concept of a shadow director. |
| Ong Heng Chuan v Ong Teck Chuan and others | High Court | Yes | [2020] SGHC 161 | Singapore | Cited regarding the authority of a director to deal with the affairs of the company. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Fiduciary Duty
- Mectrade Group
- Dyna-Mac
- Foreign Worker Levy
- Inter-Company Transactions
- Repatriation
- Directors' Duties
15.2 Keywords
- fiduciary duty
- directors duties
- companies act
- marine services
- singapore
- high court
16. Subjects
- Company Law
- Directors' Duties
- Fiduciary Duties
17. Areas of Law
- Companies Law
- Directors' Duties
- Fiduciary Duty