Mirae Asset Daewoo Co Ltd v Sng Zhiwei Joel: Summary Judgment & Breach of Contract

In Mirae Asset Daewoo Co Ltd v Sng Zhiwei Joel, the General Division of the High Court of Singapore heard a case regarding a breach of contract. Mirae Asset Daewoo Co Ltd (“the plaintiff”), sued Sng Zhiwei Joel (“the defendant”) for the sum of USD5.1m. The plaintiff applied for summary judgment against the defendant, pursuant to O 14 of the Rules of Court. The court reversed the decision of the AR and awarded final judgment to the plaintiff together with interest and costs.

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

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Mirae Asset Daewoo sued Sng Zhiwei Joel for breach of contract regarding a share purchase agreement. The court reversed the decision of the AR and awarded final judgment to the plaintiff.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Mirae Asset Daewoo Co, LtdPlaintiffCorporationJudgment for PlaintiffWon
Sng Zhiwei JoelDefendantIndividualClaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Lai Siu ChiuSenior JudgeYes

4. Counsels

Counsel NameOrganization
Nandakumar Ponniya ServaiWong & Leow LLC
Danitza Hon Cai XiaWong & Leow LLC
Yeo Lai Hock NicholSolitaire LLP
Qua Bi QiSolitaire LLP

4. Facts

  1. Mirae Asset Daewoo agreed to purchase shares in Honestbee from Sng Zhiwei Joel for USD5.1m.
  2. Sng Zhiwei Joel failed to deliver stock certificates for the shares to Mirae Asset Daewoo.
  3. Sng Zhiwei Joel failed to register the share transfers with Honestbee.
  4. Mirae Asset Daewoo terminated the share purchase agreements due to Sng Zhiwei Joel's breaches.
  5. Sng Zhiwei Joel claimed he did not sign the share purchase agreements.
  6. Sng Zhiwei Joel received USD5.1m from Mirae Asset Daewoo but did not transfer the shares.
  7. Sng Zhiwei Joel used part of the funds to redeem the mortgage for his property.

5. Formal Citations

  1. Mirae Asset Daewoo Co, Ltd v Sng Zhiwei Joel, Suit No 242 of 2020 (Registrar’s Appeal No 310 of 2020), [2021] SGHC 166

6. Timeline

DateEvent
Sng Zhiwei Joel became CEO of Honestbee
Mirae Asset Daewoo agreed to purchase shares in Honestbee from Sng Zhiwei Joel via the July SPA
Mirae Asset Daewoo paid Sng Zhiwei Joel USD3.2m
Mirae Asset Daewoo agreed to purchase shares in Honestbee from Sng Zhiwei Joel via the August SPA
Mirae Asset Daewoo paid Sng Zhiwei Joel USD1.9m
Mirae Asset Daewoo emailed Sng Zhiwei Joel requesting share certificates
Mirae Asset Daewoo sent another email to Sng Zhiwei Joel
Sng Zhiwei Joel responded to Mirae Asset Daewoo's email
Sng Zhiwei Joel utilised S$3,623,691.38 of the Claim amount to redeem the mortgage for his property
Mirae Asset Daewoo wrote to Sng Zhiwei Joel requesting an update
Mirae Asset Daewoo informed Sng Zhiwei Joel that it would commence legal proceedings
Sng Zhiwei Joel apologized for Mirae Asset Daewoo not receiving the originals
Mirae Asset Daewoo sent a reminder to Sng Zhiwei Joel
Mirae Asset Daewoo received the Share Certificate
Mirae Asset Daewoo wrote to Sng Zhiwei Joel requesting the Company’s shareholders’ list
Mirae Asset Daewoo wrote to Sng Zhiwei Joel forwarding copies of the SPAs
Sng Zhiwei Joel stepped down as CEO of Honestbee
Mirae Asset Daewoo's solicitors issued a notice to Sng Zhiwei Joel terminating the July and August SPAs
Sng Zhiwei Joel's solicitors denied that Sng Zhiwei Joel signed the July and August SPAs
Mirae Asset Daewoo commenced this Suit
Honestbee was wound up
Mirae Asset Daewoo filed the summary judgment application against Sng Zhiwei Joel
The court reversed the decision of the AR and awarded final judgment to the plaintiff

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the defendant breached the share purchase agreements by failing to deliver stock certificates and register the share transfers.
    • Category: Substantive
    • Sub-Issues:
      • Failure to deliver stock certificates
      • Failure to register share transfers
  2. Summary Judgment
    • Outcome: The court granted summary judgment in favor of the plaintiff, finding that the defendant had no real defense to the claim.
    • Category: Procedural
  3. Failure of Consideration
    • Outcome: The court held that there was a total failure of consideration because the plaintiff received nothing in return for its payment to the defendant.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Restitution

9. Cause of Actions

  • Breach of Contract
  • Failure of Consideration

10. Practice Areas

  • Commercial Litigation

11. Industries

  • E-commerce
  • Investment Banking

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Kim Seng Orchard Pte Ltd v Lim Kah Hin (trading as Yik Zhuan Orchid Garden)N/AYes[2018] 3 SLR 34SingaporeCited for the principle that a mere assertion in an affidavit does not ipso facto provide leave to defend and that the defendant must adduce some evidence to support his bare assertions.
Ooi Ching Ling v Just GemsN/AYes[2003] 1 SLR(R) 14SingaporeCited for the definition of failure of consideration and the requirement of total failure of consideration for a refund claim to succeed.
Hua Khian Ceramics Tiles Supplies Pte Ltd v Torie Construction Pte LtdN/AYes[1992] 1 SLR 884SingaporeCited for the principle that courts should take a robust approach when considering summary judgment applications.
Genelabs Diagnostics Pte Ltd v Institut Pasteur and anotherN/AYes[2000] 3 SLR(R) 530SingaporeCited for the requirements to invoke the doctrine of acquiescence.
Koh Wee Meng v Trans Eurokars Pte LtdN/AYes[2014] 3 SLR 663SingaporeCited for the principle that the plaintiff never indicated to the defendant that it would not enforce its rights.
Eller, Urs v Cheong Kiat WahHigh CourtYes[2020] SGHC 106SingaporeCited for the principle that mere silence is not tantamount to acquiescence.
Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte LtdN/AYes[2014] 2 SLR 1342SingaporeCited for the principle that once the plaintiff establishes a prima facie case for summary judgment, the burden is on the defendant to satisfy the court that he has a reasonable probability of showing a real or bona fide defence, or that there are triable issues in relation to the identified issues.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 14

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore
Companies Act (Cap 50, 2006 Rev Ed) s 126(3)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Share Purchase Agreement
  • Summary Judgment
  • Failure of Consideration
  • Share Certificate
  • Share Transfer
  • Honestbee
  • Closing Actions

15.2 Keywords

  • breach of contract
  • summary judgment
  • share purchase agreement
  • failure of consideration
  • honestbee

17. Areas of Law

Area NameRelevance Score
Summary Judgement90
Civil Practice75
Contract Law60
Breach of Contract60
Company Law50
Evidence40
Estoppel40
Commercial Disputes40
Misrepresentation30
Corporate Law30
Res Judicata30
Corporate Litigation30

16. Subjects

  • Contract Law
  • Civil Procedure
  • Share Purchase Agreement
  • Summary Judgment