Beyonics Asia Pacific v Goh Chan Peng: Abuse of Process & Director's Duties
In Beyonics Asia Pacific Ltd and others v Goh Chan Peng and another, the Singapore International Commercial Court addressed a claim by five subsidiary companies of Beyonics against Goh Chan Peng and Pacific Globe Enterprises Limited for breach of duties, dishonest assistance, and conspiracy. The court, presided over by Simon Thorley IJ, struck out the action, invoking the Henderson v Henderson doctrine, finding it an abuse of process because the claims could and should have been brought in a prior action. The court found that the plaintiffs could and should have brought the claims made in this action in the 672 Action.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL court of the republic of singapore1.2 Outcome
Action struck out as an abuse of process under the Henderson v Henderson doctrine.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Beyonics sues Goh Chan Peng for breach of duty. The court struck out the action as an abuse of process, invoking the Henderson v Henderson doctrine.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Beyonics Technology (Senai) Sdn Bhd | Plaintiff | Corporation | Action Struck Out | Lost | |
| Beyonics Technology Electronic (Changshu) Co Ltd | Plaintiff | Corporation | Action Struck Out | Lost | |
| Beyonics Precision (Malaysia) Sdn Bhd | Plaintiff | Corporation | Action Struck Out | Lost | |
| Goh Chan Peng | Defendant | Individual | Action Struck Out | Won | |
| Beyonics Asia Pacific Limited | Plaintiff | Corporation | Action Struck Out | Lost | |
| Beyonics International Limited | Plaintiff | Corporation | Action Struck Out | Lost | |
| Pacific Globe Enterprises Limited | Defendant | Corporation | Action Struck Out | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Simon Thorley | International Judge | Yes |
4. Counsels
4. Facts
- Five subsidiary companies of Beyonics brought an action against Goh Chan Peng and Pacific Globe Enterprises Limited.
- The action alleged breach of duties, dishonest assistance, and conspiracy.
- The defendants contended that bringing the action was an abuse of process.
- The claims could have been made in a prior action.
- The Court of Appeal had previously disallowed certain losses claimed by the parent company, BTL, because the losses were suffered by subsidiary companies.
- The court considered whether the claims could and should have been brought in the first action.
- The court considered whether it would be an abuse of process to allow the second action to proceed.
5. Formal Citations
- Beyonics Asia Pacific Ltd and othersvGoh Chan Peng and another, Suit No 10 of 2018, [2020] SGHC(I) 14
- Beyonics Asia Pacific Ltd and othersvGoh Chan Peng and another, , [2016] SGHC 120
- Beyonics Asia Pacific Ltd and othersvGoh Chan Peng and another, , [2017] SGCA 40
6. Timeline
| Date | Event |
|---|---|
| Goh Chan Peng appointed CEO of the Beyonics Group. | |
| Implementation Agreement signed. | |
| Extensive floods in Thailand. | |
| Takeover approved in a shareholders meeting. | |
| Scheme sanctioned by the High Court of Singapore and completed. | |
| Goh Chan Peng resigned his directorships in the various companies in the Beyonics Group. | |
| Goh Chan Peng ceased to be employed. | |
| FTI Report issued. | |
| Proceedings brought by BTL and BIPL against Goh Chan Peng, his wife and Wyser in Singapore in High Court Suit No 672 of 2013. | |
| Action heard by Hoo Sheau Peng JC over a period of 19 days in August and September 2015. | |
| Judgment issued. | |
| Appeal judgment issued. | |
| Action commenced by the five subsidiary companies against Goh Chan Peng and Wyser. | |
| Trial began. | |
| Written closing submissions received. | |
| Judgment reserved. |
7. Legal Issues
- Abuse of Process
- Outcome: The court found that bringing the action was an abuse of process under the Henderson v Henderson doctrine.
- Category: Procedural
- Sub-Issues:
- Relitigation of issues
- Oppression of defendant
- Multiplicity of litigation
- Breach of Director's Duties
- Outcome: The court did not rule on the substantive issue of breach of director's duties due to the action being struck out.
- Category: Substantive
- Sub-Issues:
- Duty to act honestly and bona fide
- Duty to avoid conflicts of interest
- Duty not to make secret profits
- Duty to disclose wrongdoing
- Termination of Contract of Service
- Outcome: The court did not rule on the substantive issue of termination of contract of service due to the action being struck out.
- Category: Substantive
- Sub-Issues:
- Validity of resignation agreements
- Failure of consideration
8. Remedies Sought
- Damages for Diversion Loss
- Damages for Total Loss
- Return of Unjustified Bonus
- Return of Unjustified Salaries
9. Cause of Actions
- Breach of Fiduciary Duties
- Dishonest Assistance
- Unlawful Means Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- Manufacturing
- Electronics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Henderson v Henderson | N/A | Yes | [1843] 3 Hare 999 | N/A | Cited as the origin of the extended form of res judicata. |
| Johnson v Gore Wood & Co | House of Lords | Yes | [2002] 2 AC 1 | United Kingdom | Cited for the current approach to the doctrine of abuse of process. |
| Goh Nellie v Goh Lian Teck and others | N/A | Yes | [2007] 1 SLR(R) 453 | Singapore | Applied the dictum of Lord Bingham in Johnson v Gore Wood to summarise the approach to abuse of process. |
| Lim Geok Lin Andy v Yap Jin Meng Bryan and another appeal | Court of Appeal | Yes | [2017] 2 SLR 760 | Singapore | Applied the reasoning in Johnson v Gore Wood and made observations on the rule in Henderson. |
| Antariksa Logistics Pte Ltd and others v Nurdian Cuaca and others | N/A | Yes | [2018] 3 SLR 117 | Singapore | Examined the policy reasons underlying the doctrine of res judicata. |
| Takhar v Gracefield Developments Ltd and others | UK Supreme Court | Yes | [2019] 2 WLR 984 | United Kingdom | Considered the scope of the doctrine and the principles to be applied in cases involving applications to set aside judgments obtained by fraud. |
| Arul Chandran v Chew Chin Aik Victor JP | High Court | Yes | [2000] SGHC 111 | Singapore | Highlights the circumstances in which previous statements are admissible at a subsequent trial on the merits and those where they are not. |
| Zainal bin Kuning and others v Chan Sin Mian Michael and anor | Court of Appeal | Yes | [1996] 2 SLR(R) 858 | Singapore | A finding of fact in a previous judgment cannot be relied upon to prove primary facts which have to be proved in a subsequent action. |
| Virgin Atlantic Airways Limited v Zodiac Seats UK Limited (formerly known as Contour Aerospace Limited) | United Kingdom Supreme Court | Yes | [2013] UKSC 46 | United Kingdom | Re-affirmed the prominence of the rule in Henderson. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Evidence Act | Singapore |
| Evidence Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Abuse of Process
- Res Judicata
- Henderson v Henderson
- Director's Duties
- Fiduciary Duty
- Breach of Contract
- Resignation Agreement
- Mareva Injunction
- Baseplate
- Diversion Loss
- Total Loss
15.2 Keywords
- abuse of process
- res judicata
- director's duties
- fiduciary duty
- contract of service
- termination
- Henderson v Henderson doctrine
17. Areas of Law
16. Subjects
- Abuse of Process
- Company Law
- Employment Law
- Contract Law
- Civil Procedure