AIX Engineering v Yeong Wai Teck: Unlawful Means Conspiracy & Authority in Construction Disputes

In AIX Engineering & Construction Pte Ltd v Yeong Wai Teck and others, the General Division of the High Court of Singapore heard a case involving AIX Engineering & Construction Pte Ltd (Plaintiff) against Yeong Wai Teck, Aegis Building & Engineering Pte Ltd, and Ong Beng Yong (Defendants), concerning claims for sums due under construction projects and unlawful means conspiracy. Aegis Building & Engineering Pte Ltd also filed a counterclaim. The court, presided over by Lai Siu Chiu SJ, dismissed AIX Engineering's claim in its entirety, including the conspiracy claims, and found in favor of Aegis Building & Engineering Pte Ltd on its counterclaim for $153,872.14.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Plaintiff's claim dismissed; judgment for Second Defendant on counterclaim.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

AIX Engineering sued Yeong Wai Teck for unlawful means conspiracy in a construction project dispute. The court dismissed AIX's claim and allowed the counterclaim.

1.7 Decision Date

17 May 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
AIX Engineering & Construction Pte Ltd	Plaintiff, Defendant in counterclaim	Corporation	Claim Dismissed	Lost	Kris Chew Yee Fong, Isabel Su Hongling
Yeong Wai Teck	Defendant	Individual	Judgment in favor of Defendant	Won	Wah Hsien-Wen, Terence, Tan Chor Huang, Janet
Aegis Building & Engineering Pte Ltd	Defendant, Plaintiff in counterclaim	Corporation	Claim Dismissed, Counterclaim Allowed	Won	Wah Hsien-Wen, Terence, Tan Chor Huang, Janet
Ong Beng Yong	Defendant	Individual	Judgment in favor of Defendant	Won

3. Judges

Judge Name	Title	Delivered Judgment
Lai Siu Chiu	Senior Judge	Yes

4. Counsels

Counsel Name	Organization
Kris Chew Yee Fong	Zenith Law Corporation
Isabel Su Hongling	Zenith Law Corporation
Wah Hsien-Wen	Dentons Rodyk & Davidson LLP
Terence	Dentons Rodyk & Davidson LLP
Tan Chor Huang, Janet	Dentons Rodyk & Davidson LLP

4. Facts

AIX Engineering & Construction Pte Ltd is in the building and construction business.
Aegis Building & Engineering Pte Ltd's principal activities are in structural repairs, process and industrial plant engineering design and consultancy services.
Ong Beng Yong is a representative of the plaintiff.
Plaintiff commenced suits against Aegis for sums allegedly due under four construction projects.
Aegis alleged that ASR Building & Conservation Pte Ltd contracted with the plaintiff for the Punggol Project.
Plaintiff alleged that the three defendants conspired to cause losses to the plaintiff by fabricating written documents.
Aegis seeks recovery of a sum of $153,872.14, which sum it paid to the plaintiff pursuant to the Bedok AD and the Parklane Suites AD.

5. Formal Citations

AIX Engineering & Construction Pte Ltd v Yeong Wai Teck and others, Suit No 530 of 2018, [2021] SGHC 118

6. Timeline

Date	Event
2014-06-24	Plaintiff issued a written contract for electrical works to upgrade the Parklane Suites.
2014-06-30	Aegis accepted the contract in writing.
2014-08-01	Aegis signed a contract with Guthrie for the operation and management of carparks in Punggol.
2014-09-01	Plaintiff carried out electrical works for Aegis at Changi Airport.
2014-09-01	Aegis decided to sub-contract the Punggol Project entirely to ASR.
2014-12-21	Plaintiff offered to provide manpower and materials to manage and install electrical and other works at carparks in Punggol.
2015-01-01	Plaintiff carried out electrical works for Aegis at Changi Airport.
2015-02-28	Meeting pertaining to the Punggol Project.
2015-03-11	Series of emails were exchanged regarding the Punggol Project.
2015-03-13	Series of emails were exchanged regarding the Punggol Project.
2015-03-18	Jianlong signed on the quotation and indicated his designation as “Director”.
2015-03-24	Foo Tee Teck issued a Purchase Order from ASR to the plaintiff.
2015-08-20	Agreement to set-off a loan for $30,000.00 extended by Aegis to the Third defendant against an invoice for the Parklane Suites Project.
2015-09-09	Agreement to set-off damages and fees for $25,686.45 incurred by the plaintiff during the Parklane Suites Project against invoices incurred for the Three Projects.
2015-09-09	Agreement to set-off the July 2014 salaries of two workers totalling $2,720.00 against an invoice incurred for the Bedok Project.
2015-11-01	Negotiations between the parties failed.
2015-11-19	Email sent by Gan to the First defendant.
2015-12-03	Agreement to set-off costs of contractual works for $5,000.00 at Loyang incurred by the Third defendant’s company, Matec Engineering Services Pte Ltd (“Matec”), against invoices incurred for the Parklane Suites Project.
2016-03-10	Foo sent an email to the plaintiff.
2016-09-20	Invoice AIX-I-1609542 was issued for $42,110.62 for the Bedok Project.
2017-01-01	Plaintiff was still chasing ASR rather than Aegis for payment.
2017-04-03	Letter by the defendants’ previous solicitors.
2017-05-05	Plaintiff commenced Suit No 412 of 2017 and Suit No 164 of 2019 against Aegis.
2018-03-26	Plaintiff served payment claims under the Building and Construction Industry Security of Payment Act on Aegis.
2018-04-30	Plaintiff obtained a favourable adjudication determination in respect of the Bedok Project.
2018-05-01	Aegis made payment to the plaintiff pursuant to the Bedok AD and the Parklane Suites AD.
2018-05-11	Plaintiff obtained a favourable adjudication determination in respect of the Parklane Suites Project.
2018-05-21	Aegis sought to recover all the monies it paid to the plaintiff under the Bedok AD and the Parklane Suites AD on the basis of breach of contract.
2018-05-21	Plaintiff commenced Suit No 530 of 2018 against all three defendants for inter alia unlawful means conspiracy between all or any of them.
2018-07-17	Plaintiff obtained interlocutory judgment in default of appearance against the Third Defendant.
2019-06-14	Plaintiff seeks inter alia sums due under the four construction projects, a declaration that certain documents are sham documents and damages for unlawful means conspiracy.
2019-06-24	First and Second defendants’ OTS offered the plaintiff a sum of $150,000 in full and final settlement of the plaintiff’s claim and the Second defendant’s counterclaim would be discontinued if the OTS was accepted, with each party bearing its own costs.
2019-06-28	Defence and Counterclaim (Amendment No 1) dated 28 June 2019.
2019-07-12	Reply and Defence to Counterclaim (Amendment No 1) dated 12 July 2019.
2020-05-29	First and Second defendants’ OTS offered the plaintiff payment of a sum of $100,000 from the two defendants to the plaintiff, with each party bearing its own costs. This offer was to expire on 5 June 2020.
2020-06-04	Plaintiff’s OTS to the First and Second defendants dated 4 June 2020 was for them to pay a settlement sum of $385,000 in full and final settlement of the plaintiff’s claim and the Second defendant’s counterclaim.
2020-11-23	Agreed Bundle dated 23 November 2020.
2020-11-23	Plaintiff’s Bundle dated 23 November 2020.
2020-11-23	1st and 2nd Defendants’ Supplementary Bundle of Documents Volume 1 dated 23 November 2020.
2020-11-23	Gan Kim Hui’s cross-examination.
2020-11-24	Mr Rajmohan’s cross-examination.
2020-11-25	First defendant’s cross-examination.
2020-11-26	Third defendant’s cross-examination.
2020-11-27	Mr Loh Yew Fatt’s testimony.
2021-01-21	Plaintiff’s Closing Submissions dated 21 January 2021.
2021-01-21	1st and 2nd Defendants’ Closing Submissions dated 21 January 2021.
2021-02-04	Plaintiff’s Reply Submissions dated 4 February 2021.
2021-02-04	1st and 2nd Defendants’ Reply Submissions dated 4 February 2021.
2021-05-18	Judgment reserved.

7. Legal Issues

Unlawful Means Conspiracy
- Outcome: The court found that the plaintiff failed to prove the unlawful acts to the requisite standard and dismissed the claim of conspiracy to injure by unlawful means.
- Category: Substantive
- Related Cases:
  - [2014] 1 SLR 860
Authority of Agent to Bind Principal
- Outcome: The court found that Ong had actual authority to enter into the 5 set-off agreements on behalf of the plaintiff. In any event, the court was prepared to find that Ong had apparent or ostensible authority arising from representations made by the plaintiff to Aegis.
- Category: Substantive
- Related Cases:
  - [2016] 3 SLR 887
  - [1968] 1 QB 549
  - [2001] 3 SLR(R) 726
  - [1964] 2 QB 480
De Facto Directorship
- Outcome: The court found that Ong was a de facto director of the plaintiff.
- Category: Substantive
- Related Cases:
  - [2010] SGHC 163
  - [2019] SGHC 220
  - [2008] BCC 812
Contractual Interpretation
- Outcome: The court found that Aegis, and not ASR, was the intended counterparty in the quotation.
- Category: Substantive
- Related Cases:
  - [2008] 3 SLR(R) 1029

8. Remedies Sought

Sums due under the four construction projects
Declaration that certain documents are sham documents
Damages for unlawful means conspiracy

9. Cause of Actions

Breach of Contract
Unlawful Means Conspiracy

10. Practice Areas

Commercial Litigation
Construction Disputes
Breach of Contract
Director's Duties
Apparent Authority

11. Industries

Construction

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Raffles Town Club Pte Ltd v Lim Eng Hock Peter and others (Tung Yu-Lien Margaret and others, third parties)	High Court	Yes	[2010] SGHC 163	Singapore	Endorsed principles in Gemma Ltd v Davies on de facto directorship.
Cheng Tim Jin v Alvamar Capital Pte Ltd	High Court	Yes	[2019] SGHC 220	Singapore	Endorsed principles in Gemma Ltd v Davies on de facto directorship.
Gemma Ltd v Davies	N/A	Yes	[2008] BCC 812	N/A	Outlines principles for determining de facto directorship.
Re Hydrodam (Corby) Ltd (in liq.)	N/A	Yes	[1994] BCC 161	N/A	Established that a de facto director undertakes functions properly discharged only by a director.
Secretary of State for Trade and Industry v Hollier	N/A	Yes	[2006] EWHC 1804 (Ch); [2007] BCC 11	N/A	Holding out as a director is not a necessary characteristic of a de facto director.
Re Mea Corp Ltd	N/A	Yes	[2006] EWHC 1846 (Ch); [2007] BCC 288	N/A	What matters is not what he called himself but what he did.
Re Richborough Furniture Ltd	N/A	Yes	[1996] BCC 155	N/A	The person alleged to be a de facto director must have participated in directing the affairs of the company on an equal footing with the other director(s) and not in a subordinate role.
Re Kaytech International Plc	N/A	Yes	[1999] BCC 390	N/A	The person in question must be shown to have assumed the status and functions of a company director and to have exercised “real influence” in the corporate governance of the company
Viet Hai Petroleum Corp v Ng Jun Quan and another and another matter	High Court	Yes	[2016] 3 SLR 887	Singapore	Summarized key principles of apparent authority.
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another	Court of Appeal	Yes	[2014] 1 SLR 860	Singapore	Summarized the elements that must be satisfied to prove conspiracy by unlawful means.
Tienrui Design & Construction Pte Ltd v G & Y Trading and Manufacturing Pte Ltd	N/A	Yes	[2015] 5 SLR 852	Singapore	Evidence of subsequent conduct could be admitted to discern the objective intention of the parties.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Extrinsic evidence is admissible in aid of contractual interpretation if (a) it is relevant, (b) reasonably available to all the contracting parties, and (c) relate to a clear or obvious context.
Hely-Hutchinson v Brayhead Ltd	N/A	Yes	[1968] 1 QB 549	N/A	Implied actual authority from the nature of his office or from the conduct of the parties and the circumstances of the case.
Banque Nationale de Paris v Tan Nancy and another	N/A	Yes	[2001] 3 SLR(R) 726	Singapore	Implied actual authority from the nature of his office or from the conduct of the parties and the circumstances of the case.
Freeman & Lockyer (a firm) v Buckhurst Park Properties (Mangal) Ltd	N/A	Yes	[1964] 2 QB 480	N/A	An ‘apparent’ or ‘ostensible’ authority … is a legal relationship between the principal and the contractor created by a representation, made by the principal to the contractor, intended to be and in fact acted upon by the contractor.
Sigma Cable Co (Pte) Ltd v NEI Parsons Ltd	N/A	No	[1992] 2 SLR(R) 403	Singapore	The principal’s conduct as a whole must be considered in determining whether it made any representation to the third party.
The “Bunga Melati 5”	N/A	No	[2016] 2 SLR 1114	Singapore	Apparent authority.
SBS Transit Ltd (formerly known as Singapore Bus Services Limited) v Koh Swee Ann	N/A	No	[2004] 3 SLR(R) 365	Singapore	Calderbank letter.
Calderbank v Calderbank	N/A	No	[1976] Fam 93	N/A	Calderbank letter.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Building and Construction Industry Security of Payment Act (Cap 30B, 2006 Rev Ed)	Singapore
Companies Act (Cap 50, 2006 Rev Ed)	Singapore
Partnership Act (Cap 391, 1994 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Set-off agreements
Purchase Order
De facto director
Apparent authority
Unlawful means conspiracy
Quotation
Construction projects
Payment claims
Adjudication determination

15.2 Keywords

Construction
Conspiracy
Agency
Contract
Singapore
Building
Engineering

16. Subjects

Construction Dispute
Agency Law
Conspiracy
Contract Law
Civil Procedure

17. Areas of Law

Construction Law
Agency Law
Tort Law
Conspiracy Law
Contract Law
Civil Procedure
Building and Construction Law
Partnership Law
Company Law