New Ping Ping Pauline v Eng’s Noodles House: Common Law Derivative Action, Conspiracy, Fiduciary Duty Breach
In 2020, in the High Court of Singapore, Pauline New Ping Ping sued Eng’s Noodles House Pte. Ltd., Ng Weng San, Teng Chai Hai, Ng Mui Hong, Ng Mei Ling, and Eng’s Char Siew Wantan Mee Pte Ltd for conspiracy to injure the company and breach of fiduciary duties. The Ng family counterclaimed that Pauline committed the tort of passing off. The court dismissed Pauline's claim and the Ng family's counterclaim, finding no conspiracy or breach of fiduciary duty that warranted a common law derivative action, and no evidence to support the passing off claim.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Claim and counterclaim dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Pauline New Ping Ping sues Eng’s Noodles House for conspiracy and breach of fiduciary duties. The court dismissed both the claim and counterclaim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| New Ping Ping Pauline | Plaintiff | Individual | Claim Dismissed | Lost | Leslie Yeo, Jolene Tan |
| Eng’s Noodles House Pte. Ltd. | Defendant | Corporation | Claim Dismissed | Won | Suresh S/O Damodara, Clement Ong, Joni Khoo |
| Ng Weng San | Defendant | Individual | Claim Dismissed | Won | Leo Cheng Suan, Denise Tay |
| Teng Chai Hai | Defendant | Individual | Claim Dismissed | Won | Suresh S/O Damodara, Clement Ong, Joni Khoo |
| Ng Mui Hong | Defendant, Claimant | Individual | Claim Dismissed, Counterclaim Dismissed | Won, Lost | Leo Cheng Suan, Denise Tay |
| Ng Mei Ling | Defendant, Claimant | Individual | Claim Dismissed, Counterclaim Dismissed | Won, Lost | Leo Cheng Suan, Denise Tay |
| Eng’s Char Siew Wantan Mee Pte Ltd | Defendant, Claimant | Corporation | Claim Dismissed, Counterclaim Dismissed | Won, Lost | Leo Cheng Suan, Denise Tay |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Leslie Yeo | Sterling Law Corporation |
| Jolene Tan | Sterling Law Corporation |
| Suresh S/O Damodara | Damodara Ong LLC |
| Clement Ong | Damodara Ong LLC |
| Joni Khoo | Damodara Ong LLC |
| Leo Cheng Suan | Infinitus Law Corporation |
| Denise Tay | Infinitus Law Corporation |
4. Facts
- Mr. Ng ran a successful wanton mee hawker stall that won many awards.
- The Company was incorporated on 27 February 2012 with Pauline and Desmond as shareholders and directors.
- Mr. Ng passed away in 2013.
- The Company ceased business operations on 28 February 2018.
- Pauline was removed as a director on 8 June 2018.
- Desmond resigned as a director on 9 July 2018.
- Bill is presently the only director of the Company.
- Eng’s Char Siew was incorporated on 5 March 2018 by Desmond’s sisters.
5. Formal Citations
- New Ping Ping Pauline v Eng’s Noodles House Pte Ltd and others, Suit No 20 of 2019, [2020] SGHC 271
6. Timeline
| Date | Event |
|---|---|
| Eng’s Noodles House Pte. Ltd. incorporated | |
| Ng Ba Eng passed away | |
| Additional shares issued | |
| Company's registered address changed | |
| Sole Proprietorship registered | |
| Chilli Mark registered | |
| Company ceased business operations | |
| Eng’s Wantan Noodle incorporated | |
| Eng’s Char Siew incorporated | |
| Desmond brought proceedings attempting to wind up the Company | |
| Pauline removed from directorship | |
| Bill became a director | |
| Desmond resigned as a director | |
| 1st and 2nd Franchise Mark registered | |
| 1st Name Mark registered | |
| 2nd Name Mark registered | |
| 3rd Name Mark registered | |
| Pauline brought her claim | |
| Notices of opposition to the three Name Marks registered by Eng’s Char Siew | |
| Notices of opposition to the three Name Marks registered by Eng’s Char Siew | |
| Notices of opposition to the three Name Marks registered by Eng’s Char Siew | |
| 3rd Franchise Mark registered | |
| Applied to invalidate the Chilli Mark | |
| Trial began | |
| Trial concluded | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Desmond breached his fiduciary duty by failing to disclose the registration of the Sole Proprietorship and the Chilli Mark, but no remedy was applicable as the breach did not cause damage to the Company.
- Category: Substantive
- Conspiracy to Injure
- Outcome: The court found no conspiracy between the defendants to injure the company.
- Category: Substantive
- Common Law Derivative Action
- Outcome: The court dismissed the common law derivative action, finding that the company did not have a reasonable case against the defendants and that there was no fraud on the minority.
- Category: Procedural
- Tort of Passing Off
- Outcome: The court dismissed the counterclaim for passing off, finding that the counterclaimants did not own the goodwill and did not establish misrepresentation or damage.
- Category: Substantive
- Leave for Common Law Derivative Action
- Outcome: The court held that leave is necessary for the continued pursuance of a common law derivative action, but the defendants had conceded the point by not appealing the AR’s order.
- Category: Procedural
8. Remedies Sought
- Injunctions
- Declarations
9. Cause of Actions
- Breach of Fiduciary Duty
- Conspiracy to Injure
- Tort of Passing Off
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Food and Beverage
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Oates v Consolidated Capital Services Pty Ltd | Court of Appeal of New South Wales | Yes | [2009] NSWCA 183 | Australia | Cited for the principle that leave is not required for the commencement of a common law derivative action, but is necessary for the continued pursuance of the action. |
| Sinwa SS (HK) Co Ltd v Nordic International Ltd and another | High Court | Yes | [2016] SGHC 111 | Singapore | Cited for the principle that a common law derivative action may be brought first, without leave, before the court decides on the issue of locus standi. |
| Ting Sing Ning v Ting Chek Swee | Court of Appeal | Yes | [2008] SLR(R) 197 | Singapore | Cited regarding the issue of leave sought in a preliminary trial of issues. |
| Foss v Harbottle | Court | Yes | (1843) 2 Hare 461; 67 ER 189 | England and Wales | Cited for the principle that injury to the company be pursued by the company. |
| EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another | Court of Appeal | Yes | [2014] 1 SLR 860 | Singapore | Cited for the legal elements necessary for establishing the tort of unlawful means conspiracy. |
| Raiffeisen Zentralbank Osterreich AG v Archer Daniels Midland Co and others | High Court | Yes | [2007] 1 SLR(R) 196 | Singapore | Cited for the principle that the agreement in a conspiracy need not be express. |
| OCM Opportunities Fund II, LP and others v Burhan Uray (alias Wong Ming Kiong) and others | High Court | Yes | [2004] SGHC 115 | Singapore | Cited for the principle that conspirators need not all have joined in the scheme at the same time. |
| The “Dolphina” | High Court | Yes | [2012] 1 SLR 992 | Singapore | Cited for the principle of how far each of the parties to the conspiracy was aware of the plan. |
| Nottingham University v Fishel | Employment Appeal Tribunal | Yes | [2000] IRLR 471 | England and Wales | Cited for the principle that the essence of an employment relationship is not typically fiduciary. |
| Nagase Singapore Pte Ltd v Ching Kai Huat and others | High Court | Yes | [2007] 3 SLR(R) 265 | Singapore | Cited for the principle that an employee is only a fiduciary if he/she is placed in a position where he/she must act solely in the interests of his employer. |
| Clearlab SG Pte Ltd v Ting Chong Chai and others | High Court | Yes | [2015] 1 SLR 163 | Singapore | Cited for the factors to consider when imposing a fiduciary obligation. |
| Richard Hugh Frame v Eleanor Margaret Smith | Supreme Court of Canada | Yes | [1987] 2 SCR 99 | Canada | Cited for the factors to consider when imposing a fiduciary obligation. |
| Susilawati v American Express Bank Ltd | Court of Appeal | Yes | [2009] 2 SLR(R) 737 | Singapore | Cited for the factors to consider when imposing a fiduciary obligation. |
| 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 for the principle that employees subject to a high degree of supervision and review by a more senior employee would typically not be regarded as fiduciaries. |
| ABB Holdings Pte Ltd and others v Sher Hock Guan Charles | High Court | Yes | [2009] 4 SLR(R) 111 | Singapore | Cited for the principle that fiduciary duties akin to those owed by a director would likely be imposed on senior employees whose domain extended to all or substantially all of the business of the company. |
| Lonrho plc v Fayed | Court of Appeal | No | [1990] 2 QB 479 | England and Wales | Cited regarding the requisite intent for the tort of causing loss by unlawful means. |
| Asian Corporate Services (SEA) Pte Ltd v Eastwest Management Ltd (Singapore Branch) | High Court | Yes | [2006] 1 SLR(R) 901 | Singapore | Cited for the principle that conspiracy is usually established by inference from objective facts. |
| Sinwa SS (HK) Co Ltd v Morten Innhaug | Court of Appeal | Yes | [2010] 4 SLR 1 | Singapore | Cited for the requirements to sustain a common law derivative action. |
| Singsung Pte Ltd v LG 26 Electronics Pte Ltd (trading as L S Electrical Trading) | Court of Appeal | Yes | [2016] 4 SLR 86 | Singapore | Cited for the three elements of a claim in passing off. |
| Reckitt & Colman Products Ltd v Borden Inc | House of Lords | Yes | [1990] 1 WLR 491 | United Kingdom | Cited for the three elements of a claim in passing off. |
| Novelty Pte Ltd v Amanresorts Ltd and another | Court of Appeal | Yes | [2009] 3 SLR(R) 216 | Singapore | Cited for the essential features of goodwill. |
| Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals | Court of Appeal | Yes | [2020] 1 SLR 1199 | Singapore | Cited for the principle that the law proscribes not just conflicts between a fiduciary’s personal interest and his beneficiary’s interests, but also conflicts between a third party’s interests and his beneficiary’s interests. |
| Ng Eng Ghee and others v Mamata Kapildev Dave and other (Horizon Partners Pte Ltd, Intervener) and another appeal | Court of Appeal | Yes | [2009] 3 SLR(R) 109 | Singapore | Cited for the principle that the rule proscribes not just actual but potential conflicts of interest as well. |
| Gromax Plasticulture v Don. & Law Nonwovens Ltd | High Court | No | [1998] EWHC Patents 316 | England and Wales | Cited regarding contribution approach to ownership of goodwill. |
| CDL Hotels International Ltd v Pontiac Marina Pte Ltd | Court of Appeal | Yes | [1998] 1 SLR(R) 975 | Singapore | Cited for the principle that ownership of goodwill must be proven as a fact, and must attach to a business. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Common Law Derivative Action
- Fiduciary Duty
- Conspiracy
- Passing Off
- Goodwill
- Licensing Agreement
- Proper Plaintiff Rule
- Fraud on the Minority
- Unlawful Means
- Chilli Mark
- Name Marks
- Franchise Marks
15.2 Keywords
- wanton mee
- Eng's Noodles
- derivative action
- fiduciary duty
- conspiracy
- passing off
- Singapore
- High Court
16. Subjects
- Company Law
- Tort Law
- Fiduciary Duty
- Intellectual Property
17. Areas of Law
- Companies Law
- Tort Law
- Equity
- Common Law Derivative Action
- Conspiracy
- Fiduciary Relationships