Toki v Rewi: Breach of Partnership Duties in Vessel Sale Dispute
In the Singapore Court of Appeal, Brian Ihaea Toki, Stacey Oscar Phua Chunming, and Vessel Offshore Management Pte Ltd appealed against the High Court's decision in favor of Betty Lena Rewi and Pitone Leauga regarding a partnership dispute. The primary legal issue was whether the appellants breached their duties by failing to accept a US$1.2 million offer for a vessel, MV Ngati Haka, leading to a dispute over the final accounts of the dissolved partnership. The Court of Appeal dismissed the appeal, finding that the appellants did breach their duty to secure the best reasonably obtainable price for the vessel.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Ex Tempore judgment
1.5 Jurisdiction
Singapore
1.6 Description
Appeal over breach of partnership duties for rejecting a US$1.2m vessel offer. Court found partners failed to secure the best price, impacting final accounts.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Brian Ihaea Toki | Appellant, Defendant | Individual | Appeal Dismissed | Lost | Gregory Vijayendran, Evelyn Chua Zhi Huei, Andrew Tan Jian Ming |
| Stacey Oscar Phua Chunming | Appellant, Defendant | Individual | Appeal Dismissed | Lost | Gregory Vijayendran, Evelyn Chua Zhi Huei, Andrew Tan Jian Ming |
| Vessel Offshore Management Pte Ltd | Appellant, Defendant | Corporation | Appeal Dismissed | Lost | Gregory Vijayendran, Evelyn Chua Zhi Huei, Andrew Tan Jian Ming |
| Betty Lena Rewi | Respondent, Plaintiff | Individual | Appeal Upheld | Won | Yvette Loretta Anthony, Quek Yong Zhi Timothy |
| Pitone Leauga | Respondent, Plaintiff | Individual | Appeal Upheld | Won | Yvette Loretta Anthony, Quek Yong Zhi Timothy |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Phang Boon Leong | Justice of the Court of Appeal | Yes |
| Woo Bih Li | Judge of the Appellate Division | No |
| Quentin Loh | Judge of the Appellate Division | No |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Gregory Vijayendran | Rajah & Tann Singapore LLP |
| Evelyn Chua Zhi Huei | Rajah & Tann Singapore LLP |
| Andrew Tan Jian Ming | Rajah & Tann Singapore LLP |
| Yvette Loretta Anthony | OC Queen Street LLC |
| Quek Yong Zhi Timothy | OC Queen Street LLC |
4. Facts
- Mr. Toki, Ms. Phua, Ms. Rewi, and Mr. Leauga entered into a partnership on 1 August 2010.
- The partnership purchased a vessel, the MV Ngati Haka.
- The partnership was dissolved by mutual agreement on 8 October 2013.
- VOM managed the Vessel for a fee and chartered it out for profit.
- On 31 January 2014, the Vessel was valued at US$845,000 by IMSL.
- On 22 September 2014, a Nigerian buyer offered US$1.2m for the Vessel.
- Mr. Toki rejected the US$1.2m offer and sought US$1.8m.
- The Vessel was eventually sold for US$790,000 on 1 September 2017.
5. Formal Citations
- Brian Ihaea Toki and others v Betty Lena Rewi and another, Civil Appeal No 123 of 2020, [2021] SGCA 37
6. Timeline
| Date | Event |
|---|---|
| Partnership agreement entered into | |
| Partnership dissolved by mutual agreement | |
| VOM obtained IMSL Valuation report | |
| Mr. Hughes informed Mr. Tan of enquiries from West Africa | |
| Nigerian enquirers offered US$1.2m for the Vessel | |
| Mr. Toki rejected US$1.2m offer | |
| Mr. Toki reduced asking price to US$1.5m | |
| VOM obtained valuation of the Vessel at US$280,000 from SingClass International Pte Ltd | |
| Vessel sold for US$790,000 | |
| Cheque from the Tokis dated for share of proceeds | |
| Legal action commenced against Mr Toki and Ms Phua | |
| High Court decision | |
| Court of Appeal judgment delivered |
7. Legal Issues
- Breach of Partnership Duties
- Outcome: The court found that Mr. Toki and Ms. Phua breached their duty to the partnership by failing to accept the US$1.2m offer for the Vessel.
- Category: Substantive
- Sub-Issues:
- Failure to secure best price reasonably obtainable
- Failure to wind up partnership affairs properly
- Admissibility of Hearsay Evidence
- Outcome: The court held that the appellants were not entitled to raise belated objections to the admissibility of the email on appeal and that the email was admissible under the business records exception to the rule against hearsay.
- Category: Procedural
- Sub-Issues:
- Objection to admissibility of email on appeal
- Business records exception to hearsay rule
- Related Cases:
- [2006] 3 SLR(R) 769
8. Remedies Sought
- Accounting of Partnership Assets
- Damages
9. Cause of Actions
- Breach of Partnership Duties
10. Practice Areas
- Commercial Litigation
11. Industries
- Shipping
- Security Consultancy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Betty Lena Rewi and another v Brian Ihaea Toki and others | High Court | Yes | [2020] SGHC 226 | Singapore | The decision of the High Court that was appealed against in this case. |
| Jet Holding and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals | Court of Appeal | Yes | [2006] 3 SLR(R) 769 | Singapore | Cited for the principle that a party cannot object to the admissibility of evidence on appeal if they did not object to its admission at trial. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) s 32(1)(b)(iv) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) s 32(3) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Partnership
- Dissolution
- Vessel
- Breach of Duty
- Valuation
- Offer
- Hearsay
- Best Price
- Final Accounts
15.2 Keywords
- Partnership
- Vessel
- Breach of Duty
- Singapore
- Appeal
- Dissolution
- MV Ngati Haka
16. Subjects
- Partnership Law
- Commercial Law
- Civil Litigation
17. Areas of Law
- Partnership Law
- Civil Procedure
- Contract Law