Symphony Ventures v DNB Bank: Amendment of Claim, Limitation Act & Fraud
In Symphony Ventures Pte Ltd v DNB Bank ASA, Singapore Branch, the High Court of Singapore addressed Symphony Ventures' application to amend its Statement of Claim against DNB Bank. The court, presided over by Aedit Abdullah J, refused leave to amend, finding that the proposed amendments introduced new causes of action barred by the Limitation Act and did not arise from previously alleged facts. The case involved claims of negligence, misrepresentation, and conspiracy related to a failed loan for an oil rig purchase. The court concluded that allowing the amendments would prejudice DNB Bank's defense under the Limitation Act.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Defendant's objections upheld; amendments refused.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on Symphony Ventures' attempt to amend its claim against DNB Bank, focusing on limitation defenses and allegations of fraud.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Symphony Ventures Pte Ltd | Plaintiff | Corporation | Leave to amend Statement of Claim refused in part | Lost | |
| DNB Bank ASA, Singapore Branch | Defendant | Corporation | Objections upheld | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Plaintiff sought damages from defendant bank arising out of alleged negligence and misrepresentations.
- Plaintiff claimed breach of a Quistclose trust and conspiracy to injure by lawful or unlawful means.
- Defendant acted for corporate entities, including Traxiar, to obtain expressions of interest for a bridging loan.
- Plaintiff and Traxiar entered into a Term Loan Agreement for the purchase of an oil rig.
- Traxiar defaulted on repayment of the loan.
- Plaintiff sought to introduce new allegations, including a new duty of care and additional misrepresentations.
- Plaintiff claimed the defendant was unjustly enriched from a transaction where there was a total failure of consideration.
5. Formal Citations
- Symphony Ventures Pte Ltd v DNB Bank ASA, Singapore Branch, Suit No 1204 of 2019 (Summons No 4362 of 2020), [2021] SGHC 141
6. Timeline
| Date | Event |
|---|---|
| Traxiar Decision issued, dismissing fraudulent trading claim against Mr. Dvergsten. | |
| US Decision issued, finding Mr. Dvergsten intended to use loan moneys for personal purposes. | |
| Plaintiff's Statement of Claim filed. | |
| Plaintiff filed HC/SUM 4362/2020 seeking leave to amend its Statement of Claim. | |
| Hearing regarding the amendment of the Statement of Claim. | |
| Further hearing regarding the amendment of the Statement of Claim. | |
| Revised Statement of Claim (Amendment No. 1) filed. | |
| Decision issued refusing leave to amend the Statement of Claim. |
7. Legal Issues
- Amendment of Pleadings
- Outcome: The court held that the amendments introduced new causes of action which did not arise out of facts previously alleged, and if allowed, would prejudice the defendant’s defence under the Limitation Act.
- Category: Procedural
- Sub-Issues:
- Introduction of new causes of action
- Prejudice to defendant's limitation defence
- Limitation Act Defence
- Outcome: The court found that the defendant had made out a prima facie limitation defence and that the plaintiff's new claims were time-barred.
- Category: Substantive
- Sub-Issues:
- Applicability of limitation period
- Discovery of fraud
- Reasonable diligence
- Fraud
- Outcome: The court found that the plaintiff could have discovered the alleged fraud with reasonable diligence by July 2014, thus the limitation period had expired.
- Category: Substantive
- Sub-Issues:
- Fraudulent misrepresentation
- Concealment of fraud
- Discovery of fraud with reasonable diligence
- Unjust Enrichment
- Outcome: The court found that the plaintiff's new claim in unjust enrichment disclosed no reasonable cause of action because there was no direct transfer between the plaintiff and defendant.
- Category: Substantive
- Sub-Issues:
- Total failure of consideration
- Jointly understood basis of transfer
8. Remedies Sought
- Damages
9. Cause of Actions
- Negligence
- Negligent Misrepresentation
- Fraudulent Misrepresentation
- Dishonest Assistance
- Knowing Receipt
- Conspiracy to Injure
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
11. Industries
- Banking
- Finance
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Traxiar Drilling Partners II Pte Ltd (in liquidation) v Dvergsten, Dag Oivind | High Court | Yes | [2019] 4 SLR 433 | Singapore | Cited to establish that the loan moneys were procured to fund the purchase of the Rig, and not for the purpose of allowing Mr Dvergsten to siphon those funds. |
| Management Corporation Strata Title Plan No 3322 v Mer Vue Developments Pte Ltd | Court of Appeal | Yes | [2016] 4 SLR 351 | Singapore | Cited for the principle that the critical question is whether allowing the amendment would cause prejudice to the other party’s limitation defence. |
| Lim Yong Swan v Lim Jee Tee and another | Court of Appeal | Yes | [1992] 3 SLR(R) 940 | Singapore | Cited for the principle that if the amendment introduces a new cause of action arising out of newly alleged facts, then the amendment would not fall within O 20 r 5(5) of the ROC and leave would not be granted. |
| Geocon Piling & Engineering Pte Ltd (in compulsory liquidation) v Multistar Holdings Ltd (formerly known as Multi-Con Systems Ltd) and another suit | High Court | Yes | [2015] 3 SLR 1213 | Singapore | Cited for the principle that once the limitation defence is made out by the defendant on the surface, the burden of persuasion would then be on the claimant to show that the defence of limitation is not reasonably arguable. |
| IPP Financial Advisers Pte Ltd v Saimee bin Jumaat and another appeal | Court of Appeal | Yes | [2020] 2 SLR 272 | Singapore | Cited for the principle that the limitation period for tortious claims starts from the date on which the cause of action accrued, ie, the date on which damage occurred. |
| eSys Technologies Pte Ltd v nTan Corporate Advisory Pte Ltd | High Court | Yes | [2013] 2 SLR 1200 | Singapore | Cited for the principle that the six-year limitation period under s 6(1)(a) of the Limitation Act applied to unjust enrichment claims. |
| Ching Mun Fong (executrix of the estate of Tan Geok Tee, deceased) v Liu Cho Chit | High Court | Yes | [2001] 1 SLR(R) 856 | Singapore | Cited for the principle that the six-year limitation period under s 6(1)(a) of the Limitation Act applied to unjust enrichment claims. |
| Chua Teck Chew Robert v Goh Eng Wah | High Court | Yes | [2009] 4 SLR(R) 716 | Singapore | Cited for the principle that the fraud required for s 29(1)(b) of the Limitation Act is not limited to the common law sense of fraud or deceit, but the defendant must have at least committed a deliberate act of concealment, or knowingly or recklessly committed a wrongdoing in secret without telling the aggrieved party. |
| Multistar Holdings Ltd v Geocon Piling & Engineering Pte Ltd | Court of Appeal | Yes | [2016] 2 SLR 1 | Singapore | Cited for the principle that a cause of action refers to the essential factual material that supports a claim. |
| Smith v Henniker-Major & Co (a firm) | Chancery Division | Yes | [2003] Ch 182 | England and Wales | Cited for the principle that identifying whether a new cause of action has been introduced requires the essential facts in the existing pleadings to be compared with the essential facts in the proposed amended statement of claim. |
| Lim Siew Bee v Lim Boh Chuan and another | High Court | Yes | [2014] SGHC 41 | Singapore | Cited for the principle that the plaintiff has the burden of proving that it could not have discovered the fraud without taking exceptional and unreasonable measures. |
| Wishing Star Ltd v Jurong Town Corp | High Court | Yes | [2008] 2 SLR(R) 909 | Singapore | Cited for the principle that damages in tort are compensatory in nature, in that it places the claimant back into the position in which he would have been, if the tort had not been committed. |
| Simpson Marine (SEA) Pte Ltd v Jiacipto Jiaravanon | High Court | Yes | [2019] 1 SLR 696 | Singapore | Cited for the principle that for there to be a failure of basis, there must first be an identifiable basis on which the money is paid. |
| Lim Geok Lin Andy v Yap Jin Meng Bryan and another appeal | Court of Appeal | Yes | [2017] 2 SLR 760 | Singapore | Cited for the proposition that the Henderson doctrine is not limited to re-litigation between the same parties. |
| Antariksa Logistics Pte Ltd and others v Nurdian Cuaca and others | High Court | Yes | [2018] 3 SLR 117 | Singapore | Cited for the proposition that the Henderson doctrine is not limited to re-litigation between the same parties. |
| Paragon Finance plc v D B Thakerar & Co | Court of Appeal | Yes | [1999] 1 All ER 400 | England and Wales | Cited for the principle that the selection of material facts to define the cause of action must be made at the highest level of abstraction, to the exclusion of further instances or better particulars. |
| Savings and Investment Bank Ltd v Fincken | Court of Appeal | Yes | [2001] All ER (D) 70 | England and Wales | Cited for the principle that the selection of material facts to define the cause of action must be made at the highest level of abstraction, to the exclusion of further instances or better particulars. |
| Philips Pension Trustees Ltd and another v Aon Hewitt Ltd and another | High Court of Justice | Yes | [2015] EWHC 1768 (Ch) | England and Wales | Cited for the principle that identifying whether a new cause of action has been introduced requires the essential facts in the existing pleadings to be compared with the essential facts in the proposed amended statement of claim. |
| The “Virginia Rhea” | High Court | Yes | [1983-1984] SLR(R) 639 | Singapore | Cited for the principle that the primary objective of the restrictions on amendment is to ensure that the defendant is not unfairly deprived of its time bar defence. |
| Horner v Allison and another | Court of Appeal | Yes | [2014] EWCA Civ 117 | England and Wales | Cited for the principle that the plaintiff has the burden of proving that it could not have discovered the fraud without taking exceptional and unreasonable measures. |
| Letang v Cooper | Court of Appeal | Yes | [1965] 1 QB 232 | England and Wales | Cited for the principle that introducing new essential facts that fall within the “labels” originally pleaded, still amounts to the addition of new causes of action. |
| Takhar v Gracefield Developments Ltd and others | Supreme Court | Yes | [2020] AC 450 | United Kingdom | Cited by the plaintiff, but the court found that this English decision did not assist the plaintiff at all. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court (Cap 332, R 5, 2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Limitation Act (Cap 163, 1996 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Statement of Claim
- Limitation Act
- Fraud
- Amendment
- Cause of Action
- Duty of Care
- Misrepresentation
- Unjust Enrichment
- Conspiracy
- Reasonable Diligence
- Time Bar
- Term Loan Agreement
- Quistclose Trust
15.2 Keywords
- Amendment of pleadings
- Limitation Act
- Fraud
- Negligence
- Singapore High Court
- Civil Litigation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Limitation | 80 |
| Civil Practice | 75 |
| Civil Procedure | 75 |
| Fraud and Deceit | 60 |
| Misrepresentation | 50 |
| Trust Law | 40 |
| Contract Law | 40 |
| Conspiracy by Unlawful Means | 30 |
| Evidence | 30 |
| Unjust Enrichment | 30 |
| Company Law | 20 |
| Costs | 20 |
| Estoppel | 20 |
| Fiduciary Duties | 20 |
16. Subjects
- Civil Procedure
- Contract Law
- Banking Law
- Fraud Law