Fernandez v Woi: Breach of Agency & Fiduciary Duties in Nominee Director Arrangement

In Suit No 830 of 2019, Daniel Fernandez, a British citizen, sued Edith Woi and EPS Worldwide Trade Pte Ltd in the General Division of the High Court of Singapore, alleging breach of agency and fiduciary duties. Fernandez claimed Woi, as his nominee director and shareholder, misappropriated approximately US$1 million from EPS Worldwide Trade Pte Ltd's bank account. Ang Cheng Hock J ruled in favor of Fernandez, finding that Woi breached her obligations and fiduciary duties as a nominee.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Daniel Fernandez sued Edith Woi for breach of agency and fiduciary duties related to a nominee director arrangement. The court found in favor of Fernandez.

1.7 Decision Date

16 May 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Daniel Fernandez	Plaintiff	Individual	Judgment for Plaintiff	Won	Isaac Tito Shane of Tito Isaac & Co LLP Lee Koon Foong Adam Hariz of Tito Isaac & Co LLP Isabel Chew Maggie of Tito Isaac & Co LLP
Edith Woi	Defendant	Individual	Orders against Defendant	Lost
EPS Worldwide Trade Pte Ltd	Defendant	Corporation	Orders against Defendant	Lost

3. Judges

Judge Name	Title	Delivered Judgment
Ang Cheng Hock	Judge	Yes

4. Counsels

Counsel Name	Organization
Isaac Tito Shane	Tito Isaac & Co LLP
Lee Koon Foong Adam Hariz	Tito Isaac & Co LLP
Isabel Chew Maggie	Tito Isaac & Co LLP

4. Facts

Daniel Fernandez wanted to set up an e-commerce business selling health and beauty products.
Fernandez wanted to keep his involvement private to avoid conflicts with his clients.
Thomas Jackson recommended Edith Woi as a nominee shareholder and director.
Woi agreed to act as a nominee for Fernandez through Jackson's agency.
Woi incorporated EPS Hong Kong and EPS Worldwide Trade Pte Ltd with herself as the sole shareholder and director.
Approximately US$1,028,455 was deposited into EPS Worldwide Trade Pte Ltd's DBS account.
Woi transferred approximately US$1,070,950.02 out of the DBS account without authorization.

5. Formal Citations

Daniel Fernandez v Edith Woi and another, Suit No 830 of 2019, [2021] SGHC 117

6. Timeline

Date	Event
2017-09-01	Edith Woi and Mr. Jackson entered into an "online outsourcing agreement".
2017-03-08	Edith Woi contacted Mr. Thomas Jackson and offered her services.
2018-06-01	Edith Woi approached Mr. Jackson for a personal loan of €5,000.
2018-06-18	EPS Worldwide Limited (EPS Hong Kong) incorporated.
2018-07-27	EPS Worldwide Trade Pte Ltd incorporated in Singapore.
2018-07-27	Edith Woi executed the Mandatory Declaration.
2018-08-29	Edith Woi emailed Mr. Jackson a scanned copy of the signed Mandatory Declaration.
2018-10-09	US$310,709 transferred to EPS Worldwide Trade Pte Ltd's DBS account from Secret Rise.
2018-10-12	US$237,918 transferred to EPS Worldwide Trade Pte Ltd's DBS account from Secret Rise.
2018-10-15	US$230,418 transferred to EPS Worldwide Trade Pte Ltd's DBS account from Secret Rise.
2018-10-15	US$249,410 transferred to EPS Worldwide Trade Pte Ltd's DBS account from Secret Rise.
2018-10-25	£49,301.00 transferred from EPS Worldwide Trade Pte Ltd to ESP Worldwide.
2018-10-25	£72,603.00 transferred from EPS Worldwide Trade Pte Ltd to Tasmania Limited.
2018-10-25	US$49,349.00 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-10-25	€186,291.00 transferred from EPS Worldwide Trade Pte Ltd to Second defendant.
2018-10-26	US$47,266.00 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-10-26	US$27,908.00 transferred from EPS Worldwide Trade Pte Ltd.
2018-10-26	£121,904.00 transferred from EPS Worldwide Trade Pte Ltd to Second defendant.
2018-10-26	€196,614.06 transferred from EPS Worldwide Trade Pte Ltd.
2018-10-26	US$140,000.00 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-11-01	HK$384,346.00 transferred from EPS Worldwide Trade Pte Ltd.
2018-11-01	Edith Woi informed Mr. Jackson and Ms. Sophie Flynn that all the moneys in the second defendant’s bank account were lost.
2018-11-09	£49,301.00 transferred to EPS Worldwide Trade Pte Ltd from ESP Worldwide.
2018-11-09	£72,603.00 transferred to EPS Worldwide Trade Pte Ltd from Tasmania Ltd.
2018-11-09	Mr. Jackson received an email from Dr Otto C Meier-Boeschenstein.
2018-11-12	US$139,954.00 transferred to EPS Worldwide Trade Pte Ltd from EPS Hong Kong.
2018-11-12	CHF 10,000 transferred from the second defendant’s DBS Bank account to Dr Meier.
2018-11-12	£100,583.00 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-11-12	£100,582.90 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-11-12	£7,882.51 transferred from EPS Worldwide Trade Pte Ltd to Otto C Meier.
2018-11-13	US$143,586.95 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-11-14	Dr Meier wrote an email to Mr Jackson setting out Edith Woi’s position.
2018-12-17	€115,050.98 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2018-12-19	€168,977.91 transferred from EPS Worldwide Trade Pte Ltd to EPS Hong Kong.
2019-01-11	€96,553.20 transferred from EPS Worldwide Trade Pte Ltd.
2019-04-05	Edith Woi claimed that Mr Jackson and her had agreed that she would get “10% of GROSS revenues from the online business”.
2019-04-15	€30,000.00 transferred from EPS Worldwide Trade Pte Ltd.
2020-09-29	Defence (amendment no. 2) filed.
2020-10-12	Daniel Fernandez’s Affidavit of Evidence-in-Chief filed.
2020-10-13	Sophie Flynn’s AEIC dated filed.
2020-11-06	Edith Woi’s AEIC dated filed.
2020-11-09	Sophie Flynn’s supplementary AEIC dated filed.
2020-11-18	Defendants served a notice of non-admission of documents.
2020-11-24	Statement of claim (amendment no. 2) dated filed.
2020-11-17	Trial commenced.
2020-11-26	Trial concluded.
2021-01-07	Plaintiff’s closing submissions dated filed.
2021-05-04	Judgment reserved.
2021-05-17	Judgment delivered.

7. Legal Issues

Breach of Agency Agreement
- Outcome: The court found that the first defendant breached the agency agreement by making unauthorized withdrawals from the second defendant’s bank account.
- Category: Substantive
Breach of Fiduciary Duty
- Outcome: The court found that the first defendant breached her fiduciary duties to act bona fide in the plaintiff’s best interests and to act for proper purposes.
- Category: Substantive
Illegality and Public Policy
- Outcome: The court found that the defendants failed to establish their case that the plaintiff’s claims should be barred by public policy because of illegality.
- Category: Substantive

8. Remedies Sought

Declaration that the first defendant holds the shares of the second defendant on trust for the plaintiff
Order that the first defendant transfer the shares of the second defendant to the plaintiff
Order that the second defendant register its shares held by the first defendant under the name of the plaintiff
Order that the first defendant return all bank tokens, cheques, financial statements, email accounts and documents relating to the second defendant
Order that the 1st Defendant does account on a wilful default basis of the Unauthorised Transfers and return to the Plaintiff for the Funds, Unauthorised Transfers and/or Continuous Unauthorised Transfers amounting to USD $1,028,455.00, and any and all profits, benefits, gains and/or assets arising from, relating to and/or in connection with the Funds and/or the Unauthorised Transfers and/or the Continuous Unauthorised Transfers (the “Assets”), and an order that all such Assets be paid over and/or delivered up upon such account to the Plaintiff.
Damages to be assessed

9. Cause of Actions

Breach of Contract
Breach of Fiduciary Duty

10. Practice Areas

Commercial Litigation

11. Industries

E-commerce
Financial Services

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Tonny Permana v One Tree Capital Management Pte Ltd	High Court	Yes	[2021] SGHC 37	Singapore	Cited for the principle that an agency refers to a relationship where one party is able to act for another party.
Ding Auto Pte Ltd v Yip Kin Lung	High Court	Yes	[2019] SGHC 243	Singapore	Cited for the principle that an agency relationship exists is a matter to be determined objectively as a matter of law from what the parties said and did.
Susilawati v American Express Bank Ltd	Singapore Court of Appeal	Yes	[2009] 2 SLR(R) 737	Singapore	Cited for the three common features of a fiduciary relationship.
Hospital Products Ltd v United States Surgical Corporation	High Court of Australia	Yes	(1984) 156 CLR 41	Australia	Cited for the critical feature of a fiduciary relationship.
Lew, Solomon v Kaikhushru Shiavax Nargolwala	Singapore Court of Appeal (International)	Yes	[2021] SGCA(I) 1	Singapore	Cited for the principle that the scope of an agent’s implied authority depends on the circumstances of each case.
Alphire Group Pte Ltd v Law Chau Loon	Singapore Court of Appeal	Yes	[2020] SGCA 50	Singapore	Cited for the principle that the scope of an agent’s implied authority depends on the circumstances of each case.
Singapore Salvage Engineers Pte Ltd v North Sea Drilling Singapore Pte Ltd	High Court	Yes	[2016] SGHC 5	Singapore	Cited for the principle that the scope of an agent’s implied authority depends on the circumstances of each case.
Browne v Dunn	N/A	Yes	(1893) 6 R 67	N/A	Cited for the rule that requires parties to put to a witness important points of contention about the witness or the evidence given by the witness in order to give the witness a fair opportunity to meet that contention.
Michael Vaz Lorrain v Singapore Rifle Association	Singapore Court of Appeal	Yes	[2021] 1 SLR 513	Singapore	Cited for the rule in Browne v Dunn.
Sudha Natrajan v The Bank of East Asia Ltd	Singapore Court of Appeal	Yes	[2017] 1 SLR 141	Singapore	Cited for the rule in Browne v Dunn.
Britestone Pte Ltd v Smith & Associates Far East, Ltd	Singapore Court of Appeal	Yes	[2007] 4 SLR(R) 855	Singapore	Cited for the rule in Browne v Dunn.
Alwie Handoyo v Tjong Very Sumito	Singapore Court of Appeal	Yes	[2013] 4 SLR 308	Singapore	Cited for the principle that the burden of proof is on the party alleging forgery to prove the forgery.
Ho Yew Kong v Sakae Holdings Ltd	Singapore Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	Cited for the core character of a fiduciary duty.
Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd)	Singapore Court of Appeal	Yes	[2014] 3 SLR 329	Singapore	Cited for the core character of a fiduciary duty.
UVH and another v UVJ and others	Singapore Court of Appeal	Yes	[2020] 3 SLR 1329	Singapore	Cited for the principle that the taking of an account is merely the first step of a process that enables the beneficiary to identify and quantify any deficit in the trust fund.
Libertarian Investments Ltd v Thomas Alexej Hall	Hong Kong Court of Final Appeal	Yes	[2013] HKCFA 93	Hong Kong	Cited for the principle that the taking of an account is merely the first step of a process that enables the beneficiary to identify and quantify any deficit in the trust fund.
Sim Poh Ping v Winsta Holding Pte Ltd and another	Singapore Court of Appeal	Yes	[2020] 1 SLR 1199	Singapore	Cited for the principle that title to the second defendant’s assets is not vested in the first defendant herself, but rather is vested in the second defendant.
Ochroid Trading Ltd and another v Chua Siok Lui (trading as VIE Import & Export) and another	Singapore Court of Appeal	Yes	[2018] 1 SLR 363	Singapore	Cited for the principles on the doctrine of illegality.
Ting Siew May v Boon Lay Choo and another	Singapore Court of Appeal	Yes	[2014] 3 SLR 609	Singapore	Cited for the principle that the application of the principle of illegality depends upon “proof of the intent, at the time the contract was made, to break the law”.
St John Shipping Corp v Joseph Rank Ltd	Queen's Bench Division	Yes	[1957] 1 QB 267	England and Wales	Cited for the principle that the application of the principle of illegality depends upon “proof of the intent, at the time the contract was made, to break the law”.
Ng Chee Weng v Lim Jit Ming Bryan and another	Singapore High Court	Yes	[2012] 1 SLR 457	Singapore	Cited for the principle that while a party in civil proceedings in Singapore has a common law right to plead and advance factually inconsistent claims, the inconsistency “cannot – particularly in relation to the facts pleaded – offend common sense”.
Jet Holding Ltd and others v Cooper Cameron (Singapore) Pte Ltd and another and other appeals	Singapore Court of Appeal	Yes	[2006] 3 SLR(R) 769	Singapore	Cited for the principle that a party is deemed to admit the authenticity of the documents in his opponent’s lists of documents.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal	Singapore Court of Appeal	Yes	[2018] 2 SLR 655	Singapore	Cited for the principle that for the breach of the Agency Agreement, the plaintiff is entitled to damages, and it is trite that this would generally be on an expectation measure.
UVJ and others v UVH and others and another appeal	Singapore Court of Appeal	Yes	[2020] 2 SLR 336	Singapore	Cited for the procedures for the accounting of funds.
Lalwani Shalini Gobind and another v Lalwani Ashok Bherumal	High Court	Yes	[2017] SGHC 90	Singapore	Cited for the principle that the taking of accounts is also available against a custodial fiduciary.

13. Applicable Rules

Rule Name
Rules of Court

14. Applicable Statutes

Statute Name	Jurisdiction
Evidence Act	Singapore
Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Nominee Director
Nominee Shareholder
Agency Agreement
Fiduciary Duty
Unauthorized Transfers
Beneficial Owner
Eat Pray Shop
MeikoPay
Wilful Default
Account of Profits

15.2 Keywords

Agency
Fiduciary
Nominee
Director
Shareholder
Breach
Contract
Illegality
Public Policy
Account
Compensation

17. Areas of Law

Area Name	Relevance Score
Fiduciary Duties	92
Agency Law	90
Contract Law	85
Trust Law	60
Company Law	50
Commercial Disputes	30
Unjust Enrichment	25

16. Subjects

Agency
Contract
Equity
Fiduciary Relationships