Zuraimi v Zulkarnine: Fraudulent Misrepresentation & Investment Losses in Halal F&B Companies

Zuraimi bin Mohamed Dahlan and Elly Sabrina binte Ismail sued Zulkarnine B Hafiz and Masmunah bte Abdullah in the High Court of Singapore, alleging fraudulent misrepresentations that induced them to invest $1 million in the defendants' halal food and beverage companies. The plaintiffs claimed the defendants misrepresented the companies' valuation, debt status, and future prospects. Justice Chan Seng Onn dismissed the suit, finding that the plaintiffs failed to prove fraudulent misrepresentation or a viable claim under the Misrepresentation Act.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Suit dismissed with costs to the defendants.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiffs sued for $1M investment losses, alleging fraudulent misrepresentations by defendants in halal F&B companies. The court dismissed the suit.

1.7 Decision Date

11 October 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Zuraimi bin Mohamed Dahlan	Plaintiff	Individual	Claim Dismissed	Lost	Valliappan Subramaniam
Elly Sabrina binte Ismail	Plaintiff	Individual	Claim Dismissed	Lost	Valliappan Subramaniam
Zulkarnine B Hafiz	Defendant	Individual	Judgment for Defendant	Won	Suhaimi bin Lazim, Abdul Rohim bin Sarip
Masmunah bte Abdullah	Defendant	Individual	Judgment for Defendant	Won	Suhaimi bin Lazim, Abdul Rohim bin Sarip

3. Judges

Judge Name	Title	Delivered Judgment
Chan Seng Onn	Judge	Yes

4. Counsels

Counsel Name	Organization
Valliappan Subramaniam	Veritas Law Corporation
Suhaimi bin Lazim	Mirandah Law LLP
Abdul Rohim bin Sarip	A. Rohim Noor Lila LLP

4. Facts

Plaintiffs invested $1 million in companies owned/run by the defendants.
The companies were in the halal food and beverage industry.
Plaintiffs alleged seven distinct misrepresentations by the defendants.
The alleged misrepresentations induced the plaintiffs to make their investments.
The businesses of Beta, Kedai and Fig & Olive suffered after opening.
Operations at 76 Shenton Way were shut on or about 27 September 2017.
Plaintiffs requested the defendants to transfer their shares in Beta, Kedai and Fig & Olive to Mamanda.

5. Formal Citations

Zuraimi bin Mohamed Dahlan and another v Zulkarnine B Hafiz and another, Suit No 1151 of 2017, [2020] SGHC 219

6. Timeline

Date	Event
2014-08-01	Plaintiffs first became acquainted with the defendants during a dinner at Mamanda Restaurant.
2015-04-01	Plaintiffs approached the defendants, proposing that Fig & Olive be one of the sponsors of the plaintiffs’ “Geng Sihat” activities.
2015-10-01	Defendants had several meetings with the plaintiffs to raise capital for the Companies.
2015-12-01	Defendants had several meetings with the plaintiffs to raise capital for the Companies.
2015-11-20	Second plaintiff paid $100,000 to Mamanda via cheque.
2016-01-29	First plaintiff paid $100,000 to Mamanda via cheque.
2016-01-29	Plaintiffs paid $300,000 to Fig & Olive via two cheques.
2016-01-29	Plaintiffs paid $300,000 to Kedai via two cheques.
2016-01-29	Plaintiffs paid $200,000 to Beta via two cheques.
2016-04-16	Business opened at 76 Shenton Way.
2017-09-01	Beta Bakerie Pte Ltd ceased operations.
2017-09-27	Operations at 76 Shenton Way were shut.
2017-11-13	Plaintiffs’ solicitors sent the defendants a letter of demand, asking for repayment of the sum of $1m.
2017-12-08	Statement of Claim dated.
2018-01-26	Defence dated.
2019-10-23	Second defendant’s AEIC dated.
2019-10-22	First plaintiff’s AEIC dated.
2020-06-15	NEs.
2020-06-17	NEs.
2020-06-18	NEs.
2020-06-22	NEs.
2020-06-23	NEs.
2020-06-24	NEs.
2020-06-15	Trial began.
2020-08-17	Plaintiffs’ Closing Submissions dated.
2020-08-17	Defendants’ Closing Submissions dated.
2020-08-24	Judgment reserved.
2020-10-12	Judgment issued.

7. Legal Issues

Fraudulent Misrepresentation
- Outcome: The court found that the plaintiffs failed to prove that the defendants made fraudulent misrepresentations.
- Category: Substantive
Breach of Contract
- Outcome: The court noted that a claim for breach of contract was not pleaded.
- Category: Substantive

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Fraudulent Misrepresentation
Breach of Contract

10. Practice Areas

Commercial Litigation
Investment Disputes

11. Industries

Food and Beverage

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Panatron Pte Ltd and another v Lee Cheow Lee and another	Court of Appeal	Yes	[2001] 2 SLR(R) 435	Singapore	Cited for the elements required to prove fraudulent misrepresentation.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another	Court of Appeal	Yes	[2013] 3 SLR 801	Singapore	Cited to emphasize the importance of the representor’s subjective belief in cases of fraudulent misrepresentation.
Kong Chee Chui and others v Soh Ghee Hong	High Court	Yes	[2014] SGHC 8	Singapore	Cited for the definition of 'mere puff' in the context of representations.
Tan Chin Seng and others v Raffles Town Club Pte Ltd	High Court	Yes	[2002] SGHC 278	Singapore	Cited for the definition of 'mere puff' in the context of representations.
Bestland Development Pte Ltd v Thasin Development Pte Ltd	High Court	Yes	[1991] SGHC 27	Singapore	Cited for the general rule that statements of opinion do not constitute actionable misrepresentations.
Goldrich Venture Pte Ltd and another v Halcyon Offshore Pte Ltd	High Court	Yes	[2015] 3 SLR 990	Singapore	Cited for the general rule that statements of opinion do not constitute actionable misrepresentations.
Tan Chin Seng and others v Raffles Town Club Pte Ltd	Court of Appeal	Yes	[2003] 3 SLR(R) 307	Singapore	Cited for the principle that actionable misrepresentations cannot bear elements of futurity.
Deutsche Bank AG v Chang Tse Wen	High Court	Yes	[2013] 1 SLR 1310	Singapore	Cited for the principle that actionable misrepresentations cannot bear elements of futurity.
Poh Fu Tek and others v Lee Shung Guan and others	High Court	Yes	[2018] 4 SLR 425	Singapore	Cited for the principle that 'hindsight information' ought not to be relied upon in company valuation.
RBC Properties Pte Ltd v Defu Furniture Pte Ltd	High Court	Yes	[2015] 1 SLR 997	Singapore	Cited for the elements of a statutory action under the Misrepresentation Act.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Misrepresentation Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Halal food and beverage
Misrepresentation
Investment
Valuation
Debt
Dividends
Prospectus
Investor agreements

15.2 Keywords

Fraudulent Misrepresentation
Investment Losses
Halal F&B Companies
Singapore High Court

16. Subjects

Contract Law
Fraud
Company Law
Investment Law

17. Areas of Law

Contract Law
Misrepresentation
Fraud
Companies Law