Yip Fook Chong v Loy Wei Ezekiel: Fiduciary Duty, Unjust Enrichment & Oral Agreement Dispute

In Yip Fook Chong (alias Yip Ronald) and Yip Holdings Pte Ltd v Loy Wei Ezekiel and Property Street Pte Ltd, the Singapore High Court addressed claims of breach of fiduciary duty and unjust enrichment. The plaintiffs, Yip Fook Chong and Yip Holdings Pte Ltd, alleged that Loy Wei Ezekiel breached his fiduciary duty and was unjustly enriched through an oral agreement. The court dismissed the plaintiffs' claims, finding that while some aspects of the agreement were valid, the key claims of unconscionability, breach of fiduciary duty, and unjust enrichment were not substantiated.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Plaintiffs' claims dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving alleged breach of fiduciary duty and unjust enrichment arising from a disputed oral agreement.

1.7 Decision Date

27 April 2020

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Loy Wei Ezekiel	Defendant	Individual	Judgment for Defendant	Won	Nicolas Tang Tze Hao of Farallon Law Corporation Jolene Gwee Jia-Min of Farallon Law Corporation
Yip Holdings Pte Ltd	Plaintiff	Corporation	Claims dismissed	Lost	Yeoh Oon Weng Vincent of Malkin & Maxwell LLP
Yip Fook Chong (alias Yip Ronald)	Plaintiff	Individual	Claims dismissed	Lost	Yeoh Oon Weng Vincent of Malkin & Maxwell LLP
Property Street Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Nicolas Tang Tze Hao of Farallon Law Corporation Jolene Gwee Jia-Min of Farallon Law Corporation

3. Judges

Judge Name	Title	Delivered Judgment
Chan Seng Onn	Judge	Yes

4. Counsels

Counsel Name	Organization
Nicolas Tang Tze Hao	Farallon Law Corporation
Jolene Gwee Jia-Min	Farallon Law Corporation
Yeoh Oon Weng Vincent	Malkin & Maxwell LLP

4. Facts

Yip, 73, suffered from post-ICU delirium.
Loy, 22, identified himself as an entrepreneur.
Yip owned the Telok Kurau Property, mortgaged to Coutts for an outstanding loan of $2.625m.
Yip Holdings entered into a $4m loan with Ethoz, secured over the Telok Kurau Property.
The $4m loan was used to discharge the Coutts mortgage and advance interest to Ethoz.
The balance sum of $1,268,500 was deposited into Yip Holdings' bank account.
Loy transferred the balance sum into Property Street Pte Ltd's bank account and then into his personal account.

5. Formal Citations

Yip Fook Chong (alias Yip Ronald) and another v Loy Wei Ezekiel and another, Suit No 703 of 2017, [2020] SGHC 84

6. Timeline

Date	Event
2016-04-01	Oral discussions between Yip and Loy regarding Yip's property at 102 Rangoon Road.
2016-04-20	Loy appointed as a director of Yip Holdings.
2016-05-01	Verbal discussions between Yip and Loy regarding share transfer.
2016-05-17	Loy started serving his National Service.
2016-06-20	105,000 shares of Yip Holdings transferred from Yip to Loy.
2016-07-01	Yip and Loy visited ORIX to discuss a potential loan.
2016-07-14	Yip was hospitalized for necrotising fasciitis.
2016-08-04	Yip discharged from hospital.
2016-08-15	Yip & Loy Pte Ltd incorporated.
2016-09-14	Dr. Koh examined Yip and assessed features consistent with post-ICU delirium.
2016-09-22	Loy visited the Telok Kurau property and informed Yip that he had to go to the community centre to get a “2FA”.
2016-10-04	Ethoz offered to grant Yip Holdings a loan amount of $4m.
2016-10-06	Yip and Loy visited Sarjit’s office to seek legal advice on the terms of the LOO.
2016-10-06	Yip and Loy jointly executed the LOO to obtain the $4m Ethoz Loan.
2016-10-10	Yip and Loy attended the office of Citibank to open a new bank account for Yip Holdings.
2016-10-13	Yip and Loy visited the office of Ethoz’s law firm, One Legal LLC and executed the Deed of Assignment of Rental Proceeds, Deed of Subordination, Mortgage Instrument IE/633566B and the Term Loan Facility Letter from Yip Holdings.
2016-10-14	Loy helped Yip to draft a settlement proposal to Coutts.
2016-11-09	Parties agreed to a reduced full and final settlement sum of $2.45m in an email by Coutts to Sarjit.
2016-11-14	Husen granted Loy an Option to Purchase the Lucky Plaza Property.
2016-11-17	Ethoz disbursed the $4m loan.
2016-11-18	The entire Balance Sum was transferred from Yip Holdings’ Account into Yip & Loy Pte Ltd’s Citibank account.
2016-11-23	Loy declared to IRAS that the consideration for the transfer was his payment of $105,000 to Yip.
2016-12-01	For two to three weeks in December 2016, Loy stopped seeing or calling Yip.
2016-12-14	Loy's personal housing loan of $1.0465m from OCBC Bank approved.
2016-12-29	Kulip prepared a letter for Yip to the solicitors from Ethoz asking for documents which he had signed and delivered to the said law firm.
2016-12-30	One Legal LLC replied by way of a letter to Yip, enclosing the documents that he had signed.
2017-01-09	Kulip prepared a letter to Ethoz’s solicitors which Yip signed and delivered to One Legal LLC.
2017-01-10	Ethoz’s solicitors informed Yip by way of a letter and enclosed documents, that Ethoz had disbursed the $4m on 17 November 2016.
2017-01-11	Kulip prepared a letter which Yip signed and sent out to Loy.
2017-01-13	Kulip prepared a police report, which Yip signed and handed to the police based on Yip’s narration of events.
2017-02-22	Dr Koh diagnosed Yip with post-ICU cognitive impairment.
2017-02-27	The Mother paid the balance of the purchase price by way of a cashier’s order for the sum of $368,823.90 from Mother’s Bank account 2.
2017-03-28	Completion of the Lucky Plaza Property took place and was registered in Loy’s sole name.
2017-07-24	Yip’s solicitors sent a letter of demand to Loy’s home address.
2017-08-16	Loy was arrested and criminal charges were brought against Loy.
2017-09-01	Yip had to sell his Telok Kurau Property in September 2017 in order to repay the $4m Ethoz Loan.
2019-10-01	Hearing commenced.
2020-03-12	Judgment reserved.
2020-04-28	Judgment delivered.

7. Legal Issues

Breach of Fiduciary Duty
- Outcome: The court dismissed the claim, finding that Loy did not owe a fiduciary duty to Yip on an individual basis.
- Category: Substantive
- Related Cases:
  - [1843] 67 ER 189
  - [2018] 2 SLR 655
  - [2019] SGHC 214
Unjust Enrichment
- Outcome: The court dismissed the claim, finding that the loss was to Yip Holdings, not Yip, and Yip did not have proprietary rights to the balance sum.
- Category: Substantive
- Related Cases:
  - [2011] 3 SLR 540
  - [2013] 3 SLR 801
  - [2017] 3 SLR 636
  - [2018] 1 SLR 239
Unconscionability
- Outcome: The court dismissed the claim, finding that the plaintiffs had not proven that Yip was suffering from an infirmity that Loy exploited.
- Category: Substantive
- Related Cases:
  - [2019] 1 SLR 349
Validity of Share Transfer and Appointment of Director
- Outcome: The court found that Yip had agreed to the share transfer and appointment of Loy as a director.
- Category: Substantive

8. Remedies Sought

Declaration that Loy's appointment as director be annulled
Declaration that share transfers be annulled
Return of the balance sum of $1,268,500
Order for sale of Lucky Plaza Property and proceeds paid to Yip
Order for release of $400,000 cash pledged to the financing bank to Yip
Order for sale of shares and proceeds paid to Yip

9. Cause of Actions

Breach of Fiduciary Duty
Unjust Enrichment
Unconscionability

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate
Financial Services

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Foss v Harbottle	N/A	Yes	[1843] 67 ER 189	N/A	Cited for the proper plaintiff rule in actions seeking redress for wrongs done to a company.
Williams v Roffey Bros & Nicholls (Contractors) Ltd	English Court of Appeal	Yes	[1991] 1 QB 1	England and Wales	Cited for the principle that consideration need not be a legal benefit but can be a factual or practical benefit.
Sea-Land Service Inc v Cheong Fook Chee Vincent	Court of Appeal	Yes	[1994] 3 SLR(R) 250	Singapore	Cited as a Singapore case recognizing the principle in Williams v Roffey Bros.
Bristol and West Building Society v Mothew	N/A	Yes	[1998] Ch 1	N/A	Cited for the definition of a fiduciary as someone who undertakes to act for another in circumstances giving rise to trust and confidence.
Ng Heng Liat and others v Kiyue Co Ltd and another	N/A	Yes	[2003] 4 SLR(R) 218	Singapore	Cited for the application of the proper plaintiff rule in Singapore.
Teo Seng Kee Bob v Arianecorp Ltd	Singapore High Court	Yes	[2008] 3 SLR(R) 1114	Singapore	Cited as a Singapore High Court decision recognizing the principle in Williams v Roffey Bros.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited as a Singapore case recognizing the principle in Williams v Roffey Bros.
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another appeal	N/A	Yes	[2011] 3 SLR 540	Singapore	Cited for the three requirements of a claim in unjust enrichment.
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 for the requirement that the benefit in unjust enrichment must be at the expense of the claimant.
AAHG, LLC v Hong Hin Kay Albert	High Court	Yes	[2017] 3 SLR 636	Singapore	Cited for the principle that taking property without consent is an unjust factor in unjust enrichment.
Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd	Court of Appeal	Yes	[2018] 1 SLR 239	Singapore	Cited for the three requirements of a claim in unjust enrichment.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters	N/A	Yes	[2018] 2 SLR 333	Singapore	Cited for the proper plaintiff rule.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal	Court of Appeal	Yes	[2018] 2 SLR 655	Singapore	Cited for the definition of a fiduciary relationship.
BOM v BOK	Court of Appeal	Yes	[2019] 1 SLR 349	Singapore	Cited for the test for unconscionability in Singapore law.
Philip Antony Jeyaretnam and another v Kulandaivelu Malayaperumal and others	High Court	Yes	[2019] SGHC 214	Singapore	Cited for the factors considered in finding a fiduciary relationship based on trust and confidence.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Penal Code (Cap 224, Rev Ed 2008) s 420	Singapore
Companies Act (Cap 50, Rev Ed 2006) s 216A	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Oral Agreement
Fiduciary Duty
Unjust Enrichment
Post-ICU Delirium
Telok Kurau Property
Ethoz Loan
Balance Sum
Rangoon Redevelopment Project
Share Transfer
Appointment
Haircut Sum
Lucky Plaza Property

15.2 Keywords

fiduciary duty
unjust enrichment
oral agreement
share transfer
director appointment
loan
mortgage
property
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Fiduciary Duties	90
Unconscionability	80
Unjust Enrichment	75
Company Law	60
Contract Law	40
Fraud and Deceit	30
Undue Influence	25
Injunctions	10

16. Subjects

Fiduciary Duty
Unjust Enrichment
Contract Law
Equity
Corporate Law