Beyonics v Goh Chan Peng: Abuse of Process, Director's Duties, & Henderson Doctrine
The Court of Appeal of Singapore heard appeals by Beyonics Asia Pacific Ltd, Beyonics International Ltd, Beyonics Technology (Senai) Sdn Bhd, Beyonics Technology Electronic (Changshu) Co Ltd, and Beyonics Precision (Malaysia) Sdn Bhd against Goh Chan Peng and Pacific Globe Enterprises Ltd. The appeals concerned the striking out of claims for abuse of process and decisions on costs. The court reversed the decision to strike out the claims, finding no abuse of process under the Henderson doctrine, and upheld the judge's findings regarding unjustified bonus and salary claims. The court found that Goh Chan Peng breached his fiduciary duties but that these breaches did not cause the Diversion Loss or the Total Loss.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The Court of Appeal addressed abuse of process and director's duties, reversing the lower court's decision to strike out claims.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Beyonics Asia Pacific Ltd | Appellant, Plaintiff | Corporation | Partial Judgment | Partial | |
| Beyonics International Ltd | Appellant, Plaintiff | Corporation | Partial Judgment | Partial | |
| Beyonics Technology (Senai) Sdn Bhd | Appellant, Plaintiff | Corporation | Partial Judgment | Partial | |
| Beyonics Technology Electronic (Changshu) Co Ltd | Appellant, Plaintiff | Corporation | Claim Dismissed | Dismissed | |
| Beyonics Precision (Malaysia) Sdn Bhd | Appellant, Plaintiff | Corporation | Claim Dismissed | Dismissed | |
| Goh Chan Peng | Respondent, Defendant | Individual | Partial Judgment | Partial | |
| Pacific Globe Enterprises Ltd (formerly known as Wyser International Ltd) | Respondent, Defendant | Corporation | Claim Dismissed | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Andrew Phang Boon Leong | Justice of the Court of Appeal | No |
| Judith Prakash | Justice of the Court of Appeal | Yes |
| Beverley Marian McLachlin | International Judge | No |
4. Counsels
4. Facts
- Beyonics subsidiaries manufactured baseplates for hard disk drives.
- Goh Chan Peng was CEO of Beyonics Technology Ltd (BTL) and a director of its subsidiaries.
- Goh entered into Wyser Agreements with NEDEC/KODEC, characterized as bribes by Beyonics.
- BTL and subsidiaries commenced actions against Goh for breach of duty and conspiracy.
- Court of Appeal found Goh breached duties but BTL was not the proper party to claim certain losses.
- Beyonics subsidiaries then commenced a new action (S 10) against Goh.
- The lower court struck out the new action as an abuse of process.
5. Formal Citations
- Beyonics Asia Pacific Ltd and others v Goh Chan Peng and another and another appeal, Civil Appeal Nos 100 and 185 of 2020, [2021] SGCA(I) 2
6. Timeline
| Date | Event |
|---|---|
| Channelview Investments Ltd acquired the entire issued share capital of BTL. | |
| Severe floods in Thailand. | |
| BAP and NEDEC/KODEC entered into the BN Alliance. | |
| Mr. Goh resigned from his directorships in various companies in Beyonics. | |
| Last shipment of baseplates from Beyonics to Seagate. | |
| S 672/2013 filed in the High Court. | |
| Decision in S 672/2013. | |
| Appeal against the 672 Judgment in CA/CA 94/2016. | |
| BAP and the four appellants commenced S 10. | |
| CA/CA 100/2020 and CA/CA 185/2020 appeals filed. | |
| Judgment reserved. | |
| Judgment delivered. |
7. Legal Issues
- Abuse of Process
- Outcome: The court held that the claims were not brought in abuse of process.
- Category: Procedural
- Sub-Issues:
- Collateral attack on previous decision
- Failure to raise issue in earlier action
- Related Cases:
- Henderson v Henderson (1843) 3 Hare 100
- Breach of Fiduciary Duty
- Outcome: The court found that Mr. Goh breached his fiduciary duties by entering into the Wyser Agreements, but that these breaches did not cause the Diversion Loss or the Total Loss.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Secret profits
- Duty of loyalty and fidelity
- Causation of Loss
- Outcome: The court found that Mr. Goh rebutted the presumption that his breaches caused the Diversion Loss and Total Loss.
- Category: Substantive
- Sub-Issues:
- Rebuttable presumption of causation
- Intervening causes
- Related Cases:
- Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals [2020] 1 SLR 1199
8. Remedies Sought
- Monetary Damages
- Account of Profits
- Reimbursement of Unjustified Bonus
- Reimbursement of Unjustified Salaries
9. Cause of Actions
- Breach of Fiduciary Duty
- Unlawful Means Conspiracy
- Dishonest Assistance
10. Practice Areas
- Commercial Litigation
11. Industries
- Manufacturing
- Electronics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Beyonics Asia Pacific Ltd and others v Goh Chan Peng and another | Singapore International Commercial Court | Yes | [2020] 4 SLR 215 | Singapore | Appeal against the decision of the International Judge in which the Judge struck out the appellants’ claims in SIC/S 10/2018 for being in abuse of process. |
| Henderson v Henderson | English Court | Yes | Henderson v Henderson (1843) 3 Hare 100 | England | Cited for the extended doctrine of res judicata. |
| Beyonics Technology Ltd and another v Goh Chan Peng and others | High Court | Yes | [2016] SGHC 120 | Singapore | Decision in S 672/2013 where the HC Judge held that Mr Goh had breached his fiduciary duties to BTL and BIPL. |
| Goh Chan Peng and others v Beyonics Technology Ltd and another and another appeal | Court of Appeal | Yes | [2017] 2 SLR 591 | Singapore | Appeal against the 672 Judgment in CA/CA 94/2016. The Court of Appeal found that Mr Goh had acted in breach of his duties to BTL but there was no legal basis to support the claims for the Diversion Loss and the Total Loss put forward by BTL, as these losses were in fact suffered by BAP. |
| Takhar v Gracefield Developments and others | English Court | Yes | [2019] 2 WLR 984 | England | Cited for the principle that abuse of process is a concept which informs the exercise of the court’s procedural powers. |
| Lim Geok Lin Andy v Yap Jin Meng Bryan and another appeal | Court of Appeal | Yes | [2017] 2 SLR 760 | Singapore | Cited for the principle that whether abuse of process is found is dependent on the specific facts and circumstances of each case. |
| Tannu v Moosajee | England and Wales Court of Appeal (Civil Division) | Yes | Tannu v Moosajee and another [2013] EWCA Civ 815 | England | Cited for the principle that even though an issue could have been raised earlier, that factor alone would not lead to the conclusion that there is an abuse of process when it is raised in subsequent litigation. |
| Johnson v Gore Wood and Co (a Firm) | House of Lords | Yes | Johnson v Gore Wood and Co (a Firm) [2002] 2 AC 1 | England | Cited for the principle that it is wrong to hold that because a matter could have been raised in earlier proceedings it should have been, so as to render the raising of it in later proceedings necessarily abusive. |
| Ong Han Nam v Borneo Ventures Pte Ltd | Court of Appeal | Yes | [2021] SGCA 21 | Singapore | Cited for the principle that repeated claims by the same plaintiffs or repeated claims against the same defendant are not necessarily the critical factor in determining abuse of process. |
| AnAn Group (Singapore) Pte Ltd v VTB Bank (Public Joint Stock Co) | Court of Appeal | Yes | [2020] 1 SLR 1158 | Singapore | Cited for the principle that the threshold for abusive conduct is very high. |
| Goh Nellie v Goh Lian Teck and others | High Court | Yes | [2007] 1 SLR(R) 453 | Singapore | Cited for the principle that the inquiry of whether an action has been brought in abuse of process is directed not at the theoretical possibility that the issue raised in the later proceedings could conceivably have been taken in the earlier but rather at whether, having regard to the substance and reality of the earlier action, it reasonably ought to have been. |
| Seele Austria GmbH Co v Tokio Marine Europe Insurance Ltd | English High Court | Yes | Seele Austria GmbH Co v Tokio Marine Europe Insurance Ltd [2009] EWHC 255 (TCC) | England | Cited for the principle that the court should be astute to prevent a claiming party from putting its case one way, thereby causing the other side to incur considerable expense, only for the claiming party to lose and then come up with a different way of putting the same case, so as to begin the process all over again. |
| Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals | Court of Appeal | Yes | [2020] 1 SLR 1199 | Singapore | Cited for the legal principles to be applied with regard to establishing whether losses were caused by the fiduciary’s non-custodial breach of ”no-conflict” and “no profit” duties. |
| Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd) | Court of Appeal | Yes | [2014] 3 SLR 329 | Singapore | Cited for the principle that the court will be slow to interfere with commercial decisions of directors which have been made honestly even if they turn out, on hindsight, to be financially detrimental. |
| Intraco Ltd v Multi-pak Singapore Pte Ltd | High Court | Yes | [1994] 3 SLR(R) 1064 | Singapore | Cited for the principle that the court will be slow to interfere with commercial decisions of directors which have been made honestly even if they turn out, on hindsight, to be financially detrimental. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- BN Alliance
- Wyser Agreements
- Diversion Loss
- Total Loss
- PES Division
- Baseplates
- Second Stage Work
- First Stage Work
- Unjustified Bonus
- Unjustified Salaries
15.2 Keywords
- abuse of process
- fiduciary duty
- director duties
- Henderson doctrine
- Beyonics
- Goh Chan Peng
- Wyser Agreements
- Singapore
- commercial litigation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Director's Duties | 80 |
| Abuse of Process | 70 |
| Company Law | 70 |
| Henderson v Henderson doctrine | 60 |
| Business Litigation | 60 |
| Commercial Disputes | 50 |
| Civil Litigation | 40 |
| Contract Law | 30 |
| Estoppel | 20 |
| Arbitration | 10 |
16. Subjects
- Abuse of Process
- Fiduciary Duty
- Company Law
- Contract Law