Toh Eng Tiah v Angelina Jiang: Gifts, Inter Vivos, Contract Law, and Sham Agreements

In a dispute before the Court of Appeal of the Republic of Singapore, Toh Eng Tiah and Angelina Jiang presented claims and counterclaims arising from their romantic relationship. The court, presided over by Andrew Phang Boon Leong JCA, Judith Prakash JCA, and Debbie Ong J, addressed whether monetary transfers were gifts or loans and examined the validity of a Loan Facilities Agreement (LFA). The court found the LFA to be a sham and allowed the appeal in part, ordering Toh Eng Tiah to pay Angelina Jiang $45,000 after setting off sums owed.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal allowed in part. The court found the Loan Facilities Agreement to be a sham.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal involving claims and counterclaims between former lovers over transferred money. The court examined gifts, the parol evidence rule, and sham contracts.

1.7 Decision Date

4 March 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Toh Eng Tiah	Appellant, Plaintiff	Individual	Partial Loss	Partial	Lee Hwee Khiam Anthony, Wang Liansheng
Angelina Jiang	Respondent, Defendant, Appellant	Individual	Partial Win	Partial	Mahesh Rai s/o Vedprakash Rai, Wong Wan Kee Stephania

3. Judges

Judge Name	Title	Delivered Judgment
Andrew Phang Boon Leong	Justice of the Court of Appeal	Yes
Judith Prakash	Justice of the Court of Appeal	No
Debbie Ong	Judge of the High Court	No

4. Counsels

Counsel Name	Organization
Lee Hwee Khiam Anthony	Bih Li & Lee LLP
Wang Liansheng	Bih Li & Lee LLP
Mahesh Rai s/o Vedprakash Rai	Drew & Napier LLC
Wong Wan Kee Stephania	Drew & Napier LLC

4. Facts

Toh Eng Tiah and Angelina Jiang were in a romantic relationship.
Toh Eng Tiah transferred money to Angelina Jiang between December 2016 and March 2017.
A Loan Facilities Agreement (LFA) was signed on 24 March 2017.
The LFA stated that Toh Eng Tiah agreed to provide Angelina Jiang with a loan facility of $2 million.
The purchase of 9 Hillcrest Road did not go through.
Angelina Jiang transferred $150,000 to Toh Eng Tiah around 31 March 2017.
Toh Eng Tiah started proceedings against Angelina Jiang seeking to recover $2 million.

5. Formal Citations

Toh Eng Tiah v Jiang Angelina and another appeal, , [2021] SGCA 17
Toh Eng Tiah v Angelina Jiang, Civil Appeal No 73 of 2020, Civil Appeal No 73 of 2020
Angelina Jiang v Toh Eng Tiah, Civil Appeal No 74 of 2020, Civil Appeal No 74 of 2020
Toh Eng Tiah v Angelina Jiang, HC/Suit No 621 of 2017, HC/Suit No 621 of 2017

6. Timeline

Date	Event
2016-11-01	Toh Eng Tiah and Angelina Jiang met.
2016-12-19	Toh Eng Tiah transferred $200,000 to Angelina Jiang.
2016-12-20	Toh Eng Tiah and Angelina Jiang entered into a romantic relationship.
2017-01-12	Toh Eng Tiah purchased an ancestral tablet from the Buddha Tooth Relic Temple.
2017-01-12	Toh Eng Tiah wanted to purchase 3H Hillcrest Road for $2,830,000, and issued a cheque for $28,300 as payment for the option fee.
2017-01-13	Toh Eng Tiah and Angelina Jiang decided to buy 9 Hillcrest Road instead.
2017-01-26	Toh Eng Tiah issued a cheque of $30,800 for the option to purchase 9 Hillcrest Road.
2017-02-16	Toh Eng Tiah passed a cheque for $123,200 to Angelina Jiang through her solicitors.
2017-02-27	Angelina Jiang instructed her solicitor to begin preparing a formal document.
2017-02-27	Toh Eng Tiah issued a new cheque for $123,200.
2017-03-21	Toh Eng Tiah passed a cheque of $250,000 to Angelina Jiang.
2017-03-24	The Loan Facilities Agreement was signed.
2017-03-24	Toh Eng Tiah handed a cheque for $872,000 to Angelina Jiang.
2017-03-31	Angelina Jiang transferred a sum of $150,000 to Toh Eng Tiah.
2017-03-31	Angelina Jiang's lawyers informed the vendor's lawyers that she was unable to proceed with the purchase of 9 Hillcrest Road.
2017-04-06	Angelina Jiang's solicitor prepared the first draft of a Deed of Gift.
2017-04-19	Angelina Jiang discovered that she was pregnant and informed Toh Eng Tiah.
2017-04-27	Angelina Jiang's solicitor prepared the second draft of a Deed of Gift.
2017-05-05	Angelina Jiang's solicitor prepared the third draft of a Deed of Gift.
2017-05-12	Angelina Jiang was unable to contact Toh Eng Tiah.
2017-06-13	Toh Eng Tiah's lawyers wrote a letter of demand to Angelina Jiang seeking repayment of $2 million.
2017-07-11	Toh Eng Tiah started proceedings in the High Court against Angelina Jiang seeking to recover the sum of $2 million.
2020-01-01	High Court judge's decision in Toh Eng Tiah v Jiang Angelina [2020] SGHC 65.
2021-03-05	Judgment reserved.

7. Legal Issues

Gifts Inter Vivos
- Outcome: The court determined that certain transfers from Toh Eng Tiah to Angelina Jiang were gifts.
- Category: Substantive
- Related Cases:
  - [2017] 1 SLR 654
  - [2001] 1 SLR(R) 771
  - [2014] SGHC 3
  - [1975] 1 WLR 1532
Parol Evidence Rule
- Outcome: The court found that the parol evidence rule was not properly applied in this case.
- Category: Procedural
Sham Agreement
- Outcome: The court found that the Loan Facilities Agreement was a sham.
- Category: Substantive
- Related Cases:
  - [1967] 2 QB 786
  - [1988] 1 WLR 1006
  - [1992] 2 SLR(R) 858
  - [2008] 1 SLR(R) 375
  - [2013] 2 SLR 715
Intention to Create Legal Relations
- Outcome: The court considered the intention of the parties to create legal relations in determining whether the Loan Facilities Agreement was a sham.
- Category: Substantive
- Related Cases:
  - [2020] SGCA 78
  - [2009] 2 SLR(R) 332

8. Remedies Sought

Monetary Damages
Invalidation of the Loan Facilities Agreement
Declaration of Caveatable Interest

9. Cause of Actions

Breach of Contract
Recovery of Loan

10. Practice Areas

Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Toh Eng Tiah v Jiang Angelina	High Court	Yes	[2020] SGHC 65	Singapore	The current appeal is against the decision of this case.
Barclays Bank Ltd v Quistclose Investments Ltd	House of Lords	Yes	[1970] 1 AC 567	England and Wales	Cited regarding the principle of Quistclose trust.
Tan Yok Koon v Tan Choo Suan and another and other appeals	Court of Appeal	Yes	[2017] 1 SLR 654	Singapore	Cited for the principle that the court assesses the subjective intention of the donor at the time of the transfer to determine if a transfer is a gift.
Lee Hiok Tng (in her personal capacity) v Lee Hiok Tng and another (executors and trustees of the estate of Lee Wee Nam, deceased) and others	Court of Appeal	Yes	[2001] 1 SLR(R) 771	Singapore	Cited for the requirements of a valid gift inter vivos.
Goh Eileen née Chia and another v Goh Mei Ling Yvonne and another	High Court	Yes	[2014] SGHC 3	Singapore	Cited for the principle that a gift cannot be revoked unless some ground for setting aside the transfer can be found.
Dewar v Dewar	English High Court	Yes	[1975] 1 WLR 1532	England and Wales	Cited regarding the conversion of a gift into a loan.
Snook v London and West Riding Investments Ltd	English Court of Appeal	Yes	[1967] 2 QB 786	England and Wales	Cited for the definition of a sham.
Hadjiloucas v Crean	English Court of Appeal	Yes	[1988] 1 WLR 1006	England and Wales	Cited for the definition of a sham.
TKM (Singapore) Pte Ltd v Export Credit Insurance Corp of Singapore Ltd	High Court	Yes	[1992] 2 SLR(R) 858	Singapore	Cited for the test to ascertain whether documents represent the true relationship between parties.
Koon Seng Construction Pte Ltd v Chenab Contractor Pte Ltd and another	High Court	Yes	[2008] 1 SLR(R) 375	Singapore	Cited for the test to ascertain whether documents represent the true relationship between parties.
Chng Bee Kheng and another (executrixes and trustees of the estate of Fock Poh Kum, deceased) v Chng Eng Chye	High Court	Yes	[2013] 2 SLR 715	Singapore	Cited for the test to ascertain whether documents represent the true relationship between parties and the presumption that parties intend to be bound by the provisions of an agreement.
Oei Hong Leong and another v Chew Hua Seng	Court of Appeal	Yes	[2020] SGCA 78	Singapore	Cited for the principle that intention to create legal relations is an essential element of finding the existence of a contract.
Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 332	Singapore	Cited for the principle that intention to create legal relations is an essential element of finding the existence of a contract.
E C Investment Holding Pte Ltd v Ridout Residence Pte Ltd and others and another appeal	Court of Appeal	Yes	[2012] 1 SLR 32	Singapore	Cited for the principle that evidence other than written documents could be examined to determine the true nature of the transaction.
Pender Development Pte Ltd and another v Chesney Real Estate Group LLP and another	High Court	Yes	[2009] 3 SLR(R) 1063	Singapore	Cited regarding the improbability of commercial parties preparing and executing detailed written contracts that are not what they purport to be.
Chee Jok Heng Stephanie v Tan Kian Meng William	High Court	Yes	[2010] SGHC 208	Singapore	Cited regarding the recovery of money claimed to have been lent.
Eka Tjipta Widjaja v Fifi	High Court	Yes	[2002] SGHC 38	Singapore	Cited regarding the enforceability of an Acknowledgement of Debt.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Gifts Inter Vivos
Loan Facilities Agreement
Parol Evidence Rule
Sham Agreement
Intention to Create Legal Relations
WeChat Messages
Draft Deed of Gift

15.2 Keywords

gifts
loans
contract
sham agreement
parol evidence rule
Singapore
court of appeal

16. Subjects

Contract Law
Evidence
Gifts
Loans

17. Areas of Law

Contract Law
Evidence Law
Sham Agreements
Gifts Inter Vivos