Tan Chin Hock v Teo Cher Koon: Contract Formation and Misrepresentation in ISDN Share Investment Dispute
In a consolidated judgment, the Singapore High Court addressed two suits: Suit 743 of 2019, Tan Chin Hock v Teo Cher Koon, and Suit 1089 of 2020, Tan Thiam Chye v Tan Chin Hock. The central issue was whether Tan Thiam Chye's transfer of S$2,314,041.39 to Tan Chin Hock was a loan or partial compensation for investment losses. Lai Siu Chiu SJ delivered the judgment on 12 July 2021, dismissing Tan Chin Hock's claim of an indemnity from Teo Cher Koon in Suit 743 and awarding judgment to Tan Thiam Chye in Suit 1089 for repayment of the loan.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Plaintiff in Suit 1089; Claim dismissed in Suit 743
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving Tan Chin Hock and Teo Cher Koon concerning contract formation, misrepresentation, and investment losses in ISDN shares. The court dismissed Tan Chin Hock's claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Chin Hock | Plaintiff, Defendant | Individual | Claim Dismissed | Lost | |
| Teo Cher Koon | Defendant | Individual | Judgment for Defendant | Won | |
| Tan Thiam Chye | Plaintiff | Individual | Judgment for Plaintiff | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lai Siu Chiu | Senior Judge | Yes |
4. Counsels
4. Facts
- Tan Thiam Chye transferred S$2,314,041.39 to Tan Chin Hock and others in November 2014.
- Tan Chin Hock claimed the transfer was partial compensation for investment losses under an indemnity from Teo Cher Koon.
- Tan Thiam Chye claimed the transfer was a loan to Tan Chin Hock.
- Teo Cher Koon was the managing director and president of ISDN Holdings Limited.
- Tan Chin Hock acquired 20.49 million ISDN shares from September to December 2013 for S$13,396,201.85.
- ISDN's share price dropped after the penny stock crash in late September to early October 2013.
- Tan Thiam Chye sold 8 million ISDN shares and transferred the proceeds to Tan Chin Hock in November 2014.
5. Formal Citations
- Tan Chin Hock v Teo Cher Koon and another suit, Suit No 743 of 2019, [2021] SGHC 175
- Tan Chin Hock v Teo Cher Koon and another suit, Suit No 1089 of 2020, [2021] SGHC 175
6. Timeline
| Date | Event |
|---|---|
| Tan Thiam Chye first met Teo Cher Koon at an event organized by ISDN Holdings Limited. | |
| Teo Cher Koon and Tan Thiam Chye were introduced to Tan Chin Hock. | |
| Tan Chin Hock, Goh Yeo Hwa, and associates made a trip to Myanmar to visit Tun Thwin Mining. | |
| ISDN Holdings Limited announced a private placement agreement with UOB Kay Hian Pte Ltd. | |
| Teo Cher Koon sold 26 million ISDN shares held by Assetraise Holdings Limited. | |
| Teo Cher Koon, Tan Chin Hock, and Tan Thiam Chye made a trip to Myanmar. | |
| ISDN Holdings Limited halted the trade of ISDN shares. | |
| ISDN Holdings Limited announced another private placement agreement with UOB Kay Hian Pte Ltd. | |
| ISDN Holdings Limited and China Huadian Engineering Co Ltd signed a Memorandum of Understanding. | |
| ISDN Holdings Limited and Tun Thwin Mining Co Ltd signed a Memorandum of Understanding. | |
| ISDN Myanmar Energy Pte Ltd and Tun Thwin Mining Co Ltd signed a Joint Venture Agreement. | |
| ISDN Myanmar Power Pte Ltd and Tun Thwin Mining Co Ltd signed a Joint Venture Agreement. | |
| ISDN Holdings Limited and IDI Infrastructures Inc signed a Memorandum of Understanding. | |
| Tan Chin Hock met with Teo Cher Koon and Tan Thiam Chye on at least two occasions. | |
| ISDN issued a press release announcing its expected capital needs for coal and hydropower ventures. | |
| ISDN announced it had signed a second MOU with IDI for the development of a coal-fired power plant in Myanmar. | |
| Teo Cher Koon sent Tan Chin Hock and Tan Thiam Chye updated lists of ISDN's shareholders and warrant holders. | |
| Tan Thiam Chye sold 2 million ISDN shares. | |
| Tan Thiam Chye sold 3 million ISDN shares. | |
| Tan Thiam Chye sold 3 million ISDN shares and sent a WhatsApp message to Teo Cher Koon. | |
| Tan Thiam Chye made payment to Tan Kim Sing via UOB Cheque. | |
| Tan Thiam Chye made payment to Tan Chin Tuan and Tan Chin Hock via UOB Cheque. | |
| Tan Thiam Chye made payment to Lee Kwang Hwee and Tan Chin Hock via UOB Cheque. | |
| TLV Holdings Limited was publicly listed. | |
| Tan Chin Hock sent a letter of demand to Teo Cher Koon. | |
| Teo Cher Koon called Tan Thiam Chye to inform him of the letter of demand. | |
| Teo Cher Koon sent a WeChat message to Tan Thiam Chye. | |
| Teo Cher Koon replied to the first letter of demand. | |
| Tan Thiam Chye wrote a letter to Tan Chin Hock to demand repayment of the loan. | |
| Tan Chin Hock's solicitors sent Teo Cher Koon a second letter of demand. | |
| Tan Chin Hock's solicitors filed Suit 743. | |
| Teo Cher Koon sent Tan Thiam Chye a WhatsApp message regarding the loan to Tan Chin Hock. | |
| Tan Thiam Chye and Teo Cher Koon exchanged emails regarding the Tan Thiam Chye Deal in March 2013. | |
| Tan Thiam Chye's solicitors filed Suit 1089. | |
| Trial commenced. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that there was no breach of contract as there was no valid indemnity agreement.
- Category: Substantive
- Misrepresentation
- Outcome: The court found that Teo Cher Koon did not make any actionable misrepresentations to Tan Chin Hock.
- Category: Substantive
- Formation of Contract
- Outcome: The court found that there was no intention to create legal relations between Tan Chin Hock and Teo Cher Koon regarding the alleged indemnity.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Repayment of Loan
9. Cause of Actions
- Breach of Contract
- Misrepresentation
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
- Securities Litigation
11. Industries
- Finance
- Energy
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| ARS v ART and another | High Court | Yes | [2015] SGHC 78 | Singapore | Cited for the approach to determining the existence of an oral agreement. |
| 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 of intention to create legal relations in business and commercial arrangements. |
| Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased | N/A | Yes | [2009] 2 SLR(R) 918 | Singapore | Cited for assessment of witness credibility based on demeanour and inconsistencies in evidence. |
| Oei Hong Leong and another v Chew Hua Seng | Singapore Court of Appeal | Yes | [2020] SGCA 78 | Singapore | Cited for the unlikelihood of an experienced businessman undertaking an onerous legal obligation in an informal setting without prior negotiations. |
| Lim Koon Park and another v Yap Jin Meng Bryan and another | N/A | Yes | [2013] 4 SLR 150 | Singapore | Cited for the definition of an actionable misrepresentation. |
| Tradewaves Ltd and others v Standard Chartered Bank and another suit | High Court | Yes | [2017] SGHC 93 | Singapore | Cited for the elements of misrepresentation and the burden of proof under the Misrepresentation Act. |
| Panatron Pte Ltd v Lee Cheow Lee | N/A | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements of the tort of fraudulent misrepresentation. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another | N/A | Yes | [2013] 3 SLR 801 | Singapore | Cited for the subjective belief in the truth of a statement. |
| Mann Holdings Pte Ltd and another v Ung Yoke Hong | High Court | Yes | [2018] SGHC 69 | Singapore | Cited for the rejection of excuses for not calling witnesses. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | N/A | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the general rule of awarding interest on damages from the date of the accrual of the loss. |
| Nirumalan V Kanapathi Pillay v Teo Eng Chuan | N/A | Yes | [2003] 3 SLR(R) 601 | Singapore | Cited for the principle that a claimant should not be compensated for their own delay. |
| Friis and another v Casetech Trading Pte Ltd and others | N/A | Yes | [2000] 2 SLR(R) 511 | Singapore | Cited for awarding interest from the date of the writ on the judgment sum. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Evidence Act (Cap 97, 1997 Rev Ed) Section 116 | Singapore |
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
| Misrepresentation Act (Cap 390, 1994 Rev Ed) Section 2(1) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
| Civil Law Act (Cap 43, 1999 Rev Ed) Section 12 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- ISDN Holdings Limited
- Myanmar Energy Project
- Alleged Indemnity
- Alleged Representations
- Alleged Loan Agreement
- Married Deals
- Penny Stock Crash
- Share Placement
- Payment Vouchers
- Shareholder List Emails
15.2 Keywords
- Contract
- Misrepresentation
- Investment
- Shares
- Indemnity
- Loan
- Singapore
- ISDN
- Breach of Contract
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 75 |
| Misrepresentation | 70 |
| Civil Litigation | 50 |
| Evidence | 40 |
16. Subjects
- Contract Law
- Tort Law
- Securities Law
- Misrepresentation
- Commercial Litigation