Hai Jiao v Yaw Chee Siew: Contractual Obligations and Best Endeavours in Ship Leasing
In Hai Jiao 1306 Ltd, Hai Jiao 1207 Ltd, and Hai Jiao 1307 Ltd v Yaw Chee Siew, the Singapore International Commercial Court heard a consolidated claim by three special purpose vehicles (Hai Jiao 1306 Ltd, Hai Jiao 1207 Ltd, and Hai Jiao 1307 Ltd) against Mr. Yaw Chee Siew for breach of contract, misrepresentation, and breach of collateral undertakings related to letters of support issued in consideration for the plaintiffs' consent to the delisting of Otto Marine Limited. The court found the defendant liable for breaches of his best endeavours obligations under the letters of support and awarded damages to the plaintiffs.
1. Case Overview
1.1 Court
Singapore International Commercial Court1.2 Outcome
Judgment for Plaintiffs
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore case Hai Jiao v Yaw Chee Siew addresses contractual obligations, breach, and misrepresentation in ship leasing. Judgment for the plaintiffs.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Hai Jiao 1306 Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Toh Kian Sing, Ting Yong Hong, Davis Tan Yong Chuan, Lau Chuan Ying, Rebekah Wang Yufei, Yu Qianqian, Bhieman Anandakumar |
| Hai Jiao 1207 Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Toh Kian Sing, Ting Yong Hong, Davis Tan Yong Chuan, Lau Chuan Ying, Rebekah Wang Yufei, Yu Qianqian, Bhieman Anandakumar |
| Hai Jiao 1307 Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | Toh Kian Sing, Ting Yong Hong, Davis Tan Yong Chuan, Lau Chuan Ying, Rebekah Wang Yufei, Yu Qianqian, Bhieman Anandakumar |
| Yaw Chee Siew | Defendant | Individual | Judgment against Defendant | Lost | Clarence Lun Yaodong, Tan Yingxian, Selwyn Giam Zhen Kai, Lim Jia Ying, Alicia Puah, Samuel Lim Jie Bin, Lin Yu Mei, Leng Ting Kun, Ammani Mathivanan |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kannan Ramesh | Judge | No |
| Patricia Bergin | International Judge | No |
| Sir Henry Bernard Eder | International Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Toh Kian Sing | Rajah & Tann Singapore LLP |
| Ting Yong Hong | Rajah & Tann Singapore LLP |
| Davis Tan Yong Chuan | Rajah & Tann Singapore LLP |
| Lau Chuan Ying | Rajah & Tann Singapore LLP |
| Rebekah Wang Yufei | Rajah & Tann Singapore LLP |
| Yu Qianqian | Rajah & Tann Singapore LLP |
| Bhieman Anandakumar | Rajah & Tann Singapore LLP |
| Clarence Lun Yaodong | Foxwood LLC |
| Tan Yingxian | Foxwood LLC |
| Selwyn Giam Zhen Kai | Foxwood LLC |
| Lim Jia Ying | Foxwood LLC |
| Alicia Puah | Foxwood LLC |
| Samuel Lim Jie Bin | Foxwood LLC |
| Lin Yu Mei | Foxwood LLC |
| Leng Ting Kun | Foxwood LLC |
| Ammani Mathivanan | Foxwood LLC |
4. Facts
- Plaintiffs are special purpose vehicles controlled by ICBC Financial Leasing Co Ltd.
- Defendant was the sole director and Executive Chairman of Otto Marine Limited.
- ICBCL provided substantial financing to OML for three anchor handling tugs.
- Financing took the form of a sale-and-leaseback arrangement.
- Plaintiffs consented to the delisting of OML in consideration of letters of support from the defendant.
- Substantial amounts due under the BBCs remained unpaid after OML was delisted.
- OML was placed in judicial management and subsequently entered liquidation.
5. Formal Citations
- Hai Jiao 1306 Ltd and others v Yaw Chee Siew, Suit No 7 of 2018, [2020] SGHC(I) 16
6. Timeline
| Date | Event |
|---|---|
| Go Phoenix BBC and Go Pegasus BBC dated | |
| Go Perseus BBC dated | |
| Go Perseus BBC amended | |
| Meeting in Shanghai regarding charter hire rates | |
| Charter hire due | |
| ICBCL wrote to OML regarding unpaid charter hire | |
| Meeting in Beijing regarding financial position of Charterers | |
| ICBCL informed OML of refinancing conditions | |
| Meeting in Singapore regarding delisting of OML | |
| Meeting with ICBCL's management and the defendant | |
| Conversation regarding RHB loan | |
| ICBCL's Shipping Finance Department application to Project Review Committee | |
| ICBCL's internal auditor considered application | |
| ICBCL requested a letter of support from the defendant | |
| ICBCL proposed restructuring of BBCs | |
| ICBCL's Project Review Committee approved proposal | |
| ICBCL wrote to OML and Stephenson Harwood attaching draft letters of support | |
| Application formally approved by ICBCL's management | |
| Meeting between ICBCL, Mr See and the defendant | |
| Joint Announcement of proposed voluntary delisting of OML | |
| Plaintiffs and Charterers entered into Addenda to each of the BBCs | |
| ICBCL team travelled to Singapore and Batam | |
| SGX approved OML's application for delisting | |
| Further follow-up email was sent to Mr Ooi seeking an “update” with a request for the First Letters of Support | |
| OML delisted from the SGX | |
| Mr Seah wrote to Mr Hong Xing regarding Samling Group's support | |
| Mr Clarence Lun forwarded copies of “revised” letters of support to Wikborg and Mr Hong Xing | |
| Mr Hong Xing replied to the correspondence confirming the position taken by Wikborg | |
| ICBCL issued a letter of demand | |
| Charter hire instalment was paid | |
| Further payment was made | |
| Charter hire instalments due | |
| Scanned copies of the signed First Letters of Support were sent to the defendant, Mr See and Mr Ooi | |
| Mr Hong Xing wrote to Mr See regarding pending issues | |
| Ms Chong replied on OML's behalf | |
| Deposit due | |
| Mr Hong Xing responded rejecting the proposal | |
| Representatives of ICBCL had a meeting with the defendant and Mr See in Singapore | |
| Mr Lun sent an email to ICBCL stating that he had “decided to hold back the release of the letters for now” | |
| ICBCL issued letters of demand to OML | |
| OML team attended a meeting with ICBCL in Beijing | |
| ICBCL's Malaysian Branch held a meeting with the defendant | |
| Mr Hong Xing and Mr Yang Changkun attended a meeting with Mr See in Singapore | |
| Mr Yang Yuguo met the defendant in Kuala Lumpur | |
| The defendant wrote to Mr See and Mr Wang attaching a presentation | |
| ICBCL issued fresh letters of demand to OML | |
| Mr Jason Goh sent Mr Hong Xing a draft set of slides | |
| Mr Hong Xing replied indicating that ICBCL would not consider any proposal unless the outstanding charter hires were paid | |
| ICBCL's lawyers served further letters of demand for payment | |
| Rajah & Tann wrote to the defendant demanding that he perform his obligations under the First Letters of Support | |
| OML team gave a presentation to ICBCL | |
| ICBCL's Marine Engineering Risk Asset Management Group put forward a proposal to its management | |
| ICBCL issued further letters of demand to OML | |
| Mr Hong Xing wrote to Mr Goh, emphasising that the First Letters of Support had to be signed by the defendant and provided to ICBCL urgently | |
| Mr Ortega sent to ICBCL the signed letters of support | |
| Further Addenda were entered into between each of the plaintiffs and OML | |
| Unsuccessful efforts were made to obtain a mortgage over the Bintulu Hotel | |
| Go Marine announced that it and its subsidiary had initiated a voluntary administration process in Australia | |
| The first plaintiff terminated the Go Perseus BBC with immediate effect | |
| The first plaintiff wrote to the defendant to request that he perform his obligations under the Second Letters of Support | |
| Go Offshore filed an application to be placed under judicial management | |
| The second and third plaintiffs terminated the Go Phoenix and Go Pegasus BBCs respectively | |
| The first plaintiff commenced proceedings against the defendant for breaches of his obligations under the First and Second Letters of Support | |
| OML filed an application to be placed under judicial management | |
| OML was placed under judicial management | |
| The second and third plaintiffs commenced legal proceedings against the defendant for breaches of his obligations under the First and Second Letters of Support | |
| OML entered liquidation |
7. Legal Issues
- Breach of Contract
- Outcome: The court found the defendant liable for breach of contract due to failure to meet best endeavours obligations.
- Category: Substantive
- Sub-Issues:
- Failure to meet obligations
- Failure to use best endeavours
- Misrepresentation
- Outcome: The court rejected the plaintiffs’ claims for misrepresentation.
- Category: Substantive
- Sub-Issues:
- Fraudulent misrepresentation
- Negligent misrepresentation
- Best Endeavours
- Outcome: The court found the defendant liable for breach of contract due to failure to meet best endeavours obligations.
- Category: Substantive
- Sub-Issues:
- Scope of obligation
- Use of personal resources
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Breach of Contract
- Misrepresentation
10. Practice Areas
- Commercial Litigation
- Ship Leasing
11. Industries
- Maritime
- Offshore
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act | Singapore |
| Companies Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Bareboat Charter Agreement
- Letters of Support
- Best Endeavours
- Delisting
- Charter Hire
- Otto Marine Limited
- ICBC Financial Leasing Co Ltd
- Special Purpose Vehicle
- Corporate Guarantee
- Event of Default
15.2 Keywords
- ship leasing
- breach of contract
- misrepresentation
- best endeavours
- bareboat charter
- delisting
- ICBC
- Otto Marine
16. Subjects
- Contract Law
- Ship Leasing
- Commercial Law
- Financial Leasing
17. Areas of Law
- Contract Law
- Ship Leasing
- Civil Procedure