Hai Jiao v Yaw Chee Siew: Discovery Obligations & Adverse Inferences in Commercial Dispute

In Hai Jiao 1306 Limited and others v Yaw Chee Siew, the Singapore International Commercial Court addressed the plaintiffs' application for a peremptory order due to the defendant's non-compliance with discovery obligations. The court found the defendant had not complied with eDiscovery orders and directed compliance, with adverse inferences to be drawn for continued non-compliance regarding specific repositories. The case concerns a breach of 'best endeavours' obligation in Letters of Support related to bareboat charter agreements and guarantees.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Ordered that the defendant comply with ORC 51/2019, with non-compliance in respect of four specified repositories to result in an adverse inference being drawn.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court addresses discovery breaches in Hai Jiao v Yaw Chee Siew, drawing adverse inferences against the defendant for non-compliance.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Yaw Chee SiewDefendantIndividualOrder to complyOther
Hai Jiao 1306 LimitedPlaintiffCorporationApplication granted in partPartial
Hai Jiao 1207 LimitedPlaintiffCorporationApplication granted in partPartial
Hai Jiao 1307 LimitedPlaintiffCorporationApplication granted in partPartial

3. Judges

Judge NameTitleDelivered Judgment
Kannan RameshJudgeYes
Patricia BerginJudgeNo
Bernard EderJudgeNo

4. Counsels

Counsel NameOrganization
Samuel Lim Jie BinFoxwood LLC
Lin Yu MeiFoxwood LLC
Clarence Lun Yao DongFoxwood LLC
Giam Zhen KaiFoxwood LLC
Toh Kian Sing SCRajah & Tann Singapore LLP
Davis Tan Yong ChuanRajah & Tann Singapore LLP
Wang YufeiRajah & Tann Singapore LLP
Ting Yong HongRajah & Tann Singapore LLP
Lim Zhi KangRajah & Tann Singapore LLP

4. Facts

  1. Plaintiffs are registered owners of three vessels chartered under bareboat charter agreements.
  2. Defendant is the majority shareholder, sole director, and executive chairman of Otto Marine Limited (OML).
  3. Financial difficulties hit the Charterers, OML, and its related entities.
  4. Plaintiffs consented to OML's delisting in consideration for the defendant issuing Letters of Support.
  5. The Letters of Support contained a 'best endeavours' obligation to support the Charterers and OML.
  6. Addenda to the charter agreements required the Charterers to provide evidence of a mortgage over a hotel.
  7. The plaintiffs claimed the defendant failed to exercise best endeavours to ensure the mortgage was registered.

5. Formal Citations

  1. Hai Jiao 1306 Ltd and others v Yaw Chee Siew, Suit Nos 7 to 9 of 2018 (Summons No 49 of 2019), [2020] SGHC(I) 03

6. Timeline

DateEvent
Second set of Letters of Support agreed and executed as deeds
Addenda entered into in respect of each of the Agreements
OML placed under judicial management
GOPL placed in liquidation
OML placed in liquidation
eDiscovery Order made in Summons No 13 of 2019
Defendant sought an extension of time to comply with the eDiscovery Order
Case management conference held
Defendant filed an affidavit
Plaintiffs filed Sum 34/2019
OFPL went into creditors’ voluntary winding up
ORC 38/2019 ordered
Asset Discovery Order made against the defendant
Defendant’s solicitors requested that he be given until the close of business that day to comply
Board meeting attended by directors of Perdana
Defendant filed a Supplementary List of Documents, and a further affidavit
Asset Discovery Order required him to provide discovery
Defendant attempted to comply with the Asset Discovery Order
Hearing of Sum 49/2019
ORC 51/2019 ordered
Further hearing
The 10 October Order ordered
Sum 71/2019 was heard
Third hearing
Full coram found that the adverse inferences that were directed on 10 October 2019 could be drawn

7. Legal Issues

  1. Breach of Discovery Obligations
    • Outcome: The court found that the defendant had breached his discovery obligations and ordered him to comply, with adverse inferences to be drawn for continued non-compliance.
    • Category: Procedural
    • Sub-Issues:
      • Failure to disclose relevant documents
      • Failure to comply with court orders
      • Incomplete disclosure
      • Failure to provide documents in native format
  2. Adverse Inference
    • Outcome: The court ordered that adverse inferences be drawn against the defendant if he failed to comply with the order to provide discovery.
    • Category: Procedural
  3. Best Endeavours Obligation
    • Outcome: The court considered whether the defendant had breached his 'best endeavours' obligation to procure a mortgage over the Hotel.
    • Category: Substantive

8. Remedies Sought

  1. Damages for breach of contract
  2. Damages for misrepresentation

9. Cause of Actions

  • Breach of 'best endeavours' obligation in Letters of Support
  • Breach of Undertakings
  • Misrepresentation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Shipping

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Mitora Pte Ltd v Agritrade International (Pte) LtdCourt of AppealYes[2013] 3 SLR 1179SingaporeCited for guidelines in relation to peremptory orders, including that 'unless orders' should be a last resort and tailored to the prejudice suffered by non-compliance.
Alliance Management SA v Pendleton Lane P and another and another suitHigh CourtYes[2008] 4 SLR(R) 1SingaporeCited for the principle that the court's power to order inspection is conditional on the document being in the possession, custody, and power of the party.
Dirak Asia Pte Ltd and another v Chew Hua Kok and anotherSingapore High CourtYes[2013] SGHCR 1SingaporeCited to support the argument that practical access to email accounts is sufficient to establish power over the repository for discovery purposes.
Zhong Da Chemical Development Co Ltd v Lanco Industries LtdHigh CourtYes[2009] 3 SLR(R) 1017SingaporeCited for the principle that an unless order is an order of last resort, and is not made unless there is a history of failure to comply with other orders.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Rules of Court (Cap 322, R5, 2014 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • eDiscovery
  • Peremptory Order
  • Adverse Inference
  • Letters of Support
  • Best Endeavours
  • Bareboat Charter Agreement
  • Discovery Obligations
  • ORC 38/2019
  • ORC 51/2019
  • Parkcity Everly Hotel
  • Related Documents Requirement

15.2 Keywords

  • Discovery
  • Singapore
  • Commercial
  • Litigation
  • Breach
  • Contract
  • Obligations
  • Adverse Inference

17. Areas of Law

Area NameRelevance Score
Civil Procedure90
Evidence Law70
Evidence60
Contract Law40
Contracts30
Commercial Law30
Commercial Disputes30
Breach of Contract30
Commercial Litigation30
Summary Judgement20
Misrepresentation20
International Arbitration10
Arbitration10

16. Subjects

  • Civil Procedure
  • Discovery
  • Commercial Litigation
  • Contract Law