Jasviderbir Sing Sethi v Sandeep Singh Bhatia: Misrepresentation & Contract Dispute
In Suit No 258 of 2016, the Singapore High Court, General Division, heard a case between Plaintiffs Jasviderbir Sing Sethi and Bashar A F A Alfulaij, and Defendants Sandeep Singh Bhatia and Abhishek Singh, regarding investments made in a company controlled by the first defendant. The plaintiffs claimed misrepresentation and breach of contract, seeking damages equivalent to their investment plus a 30% premium. The court, presided over by Justice Vinodh Coomaraswamy, dismissed the plaintiffs' claims, accepting the first defendant's defense that no misrepresentations were made and that an offer to buy out the plaintiffs' investment was a non-binding personal favor. The claim against the second defendant was discontinued.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Plaintiffs' claims dismissed in their entirety.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court dismisses plaintiffs' claims of misrepresentation and breach of contract against the defendant regarding a company investment.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Jasviderbir Sing Sethi | Plaintiff | Individual | Claim Dismissed | Lost | |
| Bashar A F A Alfulaij | Plaintiff | Individual | Claim Dismissed | Lost | |
| Sandeep Singh Bhatia | Defendant | Individual | Judgment for Defendant | Won | |
| Abhishek Singh | Defendant | Individual | Claim Discontinued | Dismissed |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vinodh Coomaraswamy | Judge | Yes |
4. Counsels
4. Facts
- Plaintiffs invested in a company owned and controlled by the first defendant.
- Plaintiffs claimed the first defendant made misrepresentations to induce their investment.
- Plaintiffs alleged the first defendant undertook a contractual obligation to return their investment plus a 30% premium.
- The first defendant denied making any misrepresentations.
- The first defendant claimed an offer to buy out the plaintiffs' investment was a non-binding personal favor.
- Each plaintiff entered into a Convertible Note Subscription Agreement with the Company in 2013.
- The first plaintiff lent the Company US$200,000, and the second plaintiff lent US$100,000.
5. Formal Citations
- Jasviderbir Sing Sethi and another v Sandeep Singh Bhatia and another, Suit No 258 of 2016, [2021] SGHC 14
6. Timeline
| Date | Event |
|---|---|
| First defendant sought investors in the Company. | |
| First defendant discussed investment with plaintiffs in Kuwait. | |
| First defendant discussed investment with first plaintiff in Singapore. | |
| Convertible Note Subscription Agreements dated. | |
| Plaintiffs executed Convertible Note Subscription Agreements and lent money to the Company. | |
| First defendant claimed the Company commenced Series A Funding. | |
| First defendant indicated intention to extend the Company’s business model. | |
| Plaintiffs traveled to Singapore to discuss their investments. | |
| Plaintiffs told the first defendant they wanted to cash out their investment. | |
| Meeting held to discuss the Kuwaiti Investors’ exit from the Company. | |
| First defendant returned Mr Alqabandi’s and Mr Albader’s investments with a 30% premium. | |
| First defendant stated he had no legal obligation to return the Kuwaiti Investors’ investments. | |
| Plaintiffs commenced action against defendants. | |
| Plaintiffs discontinued claim against the second defendant. | |
| Trial began. | |
| Trial continued. | |
| Trial continued. | |
| Trial continued. | |
| Trial continued. | |
| Trial continued. | |
| Trial continued. | |
| Trial continued. | |
| Hearing date. | |
| Hearing date. | |
| Judgment reserved. |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The court found that the plaintiffs failed to prove that the first defendant made the alleged representations.
- Category: Substantive
- Breach of Contract
- Outcome: The court found that there was no separate contract or repayment contract.
- Category: Substantive
- Intention to Create Legal Relations
- Outcome: The court found that the parties had no intention to create legal relations at the 5 June 2015 meeting.
- Category: Substantive
- Consideration
- Outcome: The court found that the plaintiffs provided no consideration for the alleged repayment contract.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Specific Performance
9. Cause of Actions
- Deceit
- Breach of Contract
- Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Hedley Byrne v Heller | N/A | Yes | [1964] AC 465 | N/A | Cited regarding negligent misrepresentation, but the plaintiffs did not plead this. |
| Panatron Pte Ltd v Lee Cheow Lee | N/A | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements required to succeed in a claim for fraudulent misrepresentation. |
| Trans-World (Aluminium) Ltd v Cornelder China (Singapore) | N/A | Yes | [2003] 3 SLR(R) 501 | Singapore | Cited for the principle that the burden lies on the plaintiffs to prove that the first defendant made the Representations. |
| Tribune Investment Trust Inc v Soosan Trading Co Ltd | N/A | Yes | [2000] 2 SLR(R) 407 | Singapore | Cited for the objective test of whether parties intended to create legal relations. |
| Gay Choon Ing v Loh Sze Ti Terence Peter and another appeal | N/A | Yes | [2009] 2 SLR(R) 332 | Singapore | Cited for the presumption against intention to create legal relations in a social or domestic context. |
| Oei Hong Leong and another v Chew Hua Seng | High Court | Yes | [2020] SGHC 39 | Singapore | Cited for the approach to determining intention to create legal relations when business and social contexts overlap. |
| Currie v Misa | N/A | Yes | (1875) LR 10 Ex 153 | N/A | Cited for the principle that a forbearance to sue is capable in principle of constituting consideration for a contract. |
| Callisher v Bischoffsheim | N/A | Yes | (1870) LR 5 QB 449 | N/A | Cited for the requirements for a forbearance to sue to constitute consideration for a contract. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Convertible Note Subscription Agreement
- Series A Funding
- Friends and Family Round
- Investment Exit Representation
- Non-Dilution Representation
- Repayment Contract
- Separate Contract
15.2 Keywords
- contract
- misrepresentation
- investment
- convertible note
- Singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 90 |
| Misrepresentation | 85 |
| Fraud and Deceit | 80 |
16. Subjects
- Contract Dispute
- Investment Dispute
- Misrepresentation