AMG Global Investments v Ong Kee Ming: Director's Duties, Knowing Receipt, and Companies Act

In AMG Global Investments & Holdings Pte Ltd (in Liquidation) v Ong Kee Ming Richard and another, the General Division of the High Court of Singapore heard a case brought by the liquidator of AMG Global Investments & Holdings Pte Ltd ("AMG") against former directors Ong Kee Ming Richard ("Mr. Ong") and Koh Ting Giap ("Mr. Koh") for breach of director's duties and knowing receipt related to unauthorized withdrawals from AMG's account. The court, presided over by Philip Jeyaretnam JC, found that Mr. Ong breached his duties from 28 August 2017 onwards, and Mr. Koh breached his duties during his tenure as director. The court allowed AMG's claims against Mr. Ong for US$1,297,883.63 and against Mr. Koh for US$1,017,070.93, plus interest.

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

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Liquidator sues directors for breach of duties related to unauthorized withdrawals. The court found breaches and knowing receipt, awarding damages.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
AMG Global Investments & Holdings Pte Ltd (in Liquidation)PlaintiffCorporationJudgment for PlaintiffWonYeo Teng Yung Christopher, Lavan Vickneson
Ong Kee Ming RichardDefendantIndividualClaims AllowedLost
Koh Ting GiapDefendantIndividualClaims AllowedLost

3. Judges

Judge NameTitleDelivered Judgment
Philip JeyaretnamJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Yeo Teng Yung ChristopherLegal Solutions LLC
Lavan VicknesonLegal Solutions LLC

4. Facts

  1. AMG was wound up on 9 March 2018 due to an unsatisfied statutory demand of US$2,145,000.
  2. Mr. Ong was a director of AMG from 13 September 2006 to 25 September 2017.
  3. Mr. Koh was a director of AMG from 13 September 2006 to 10 January 2014, and again from 25 September 2017 until AMG was wound up.
  4. Mr. Manu was a director from 18 October 2007 until AMG was wound up and was the sole signatory of AMG’s account from 26 September 2017.
  5. AMG did very little business for many years.
  6. AMG received US$2,764,104.53 into its SCB Account on 25 August 2017 from a deal with F&BCo.
  7. AMG did not supply F&BCo with the 1,000 metric tons of aluminium sheets.
  8. Mr. Ong signed off on a series of withdrawals from AMG's account.
  9. Mr. Koh signed a directors’ resolution dated 26 September 2017 authorising Mr Manu to be the sole signatory.

5. Formal Citations

  1. AMG Global Investments & Holdings Pte Ltd (in Liquidation) v Ong Kee Ming Richard and another, Suit No 881 of 2020, [2021] SGHC 222

6. Timeline

DateEvent
Mr Ong and Mr Koh became directors of AMG
Mr Manu became a director of AMG
Mr Koh left AMG
AMG and F&BCo entered into a discounting/monetizing agreement and memorandum of understanding
Small deposit of US$7.22 into the SCB Account
Mr Manu and Mr Ong were the joint signatories to AMG’s account with Standard Chartered Bank
Deposit of US$2,764,104.53 into the SCB Account
Cash withdrawal of US$11,216.75
Payment of US$22,556.39 to ORO Trading Pte Ltd
Payment of US$9,398.50 to Mr Lim Chin Keng
Payment of US$22,142.86 to Ms Chen Mei Qi
Cash withdrawal of US$20,000
Payment of US$149,398.22 to Mr Abdul Razeed
Payment of US$74,699.11 to Mr Ong
Cash withdrawal of US$112,666.38
Payment of US$5,000 to Mr Adanuty
Payments totalling US$181,119.92 to Sabre Global Pte Ltd
Payment of US$75,000 to Mr Manu
Payment of US$100,000 to Three Quality Services Limited
Payments totalling US$450,000 to Mr Kevin Anthony Griffin Jr
Payment of US$143,000 to White Lotus Cosmetics Limited
Payment of US$150,000 to Quality Printers Pte Ltd
Mr Ong was warded at the Institute of Mental Health
Payments totalling US$450,000 to Mr Kevin Anthony Griffin Jr
Payment of US$37,458.77 to Mr Koh
Mr Ong resigned from AMG
Mr Koh became a director of AMG
Mr Manu became the sole signatory
Payment of US$37,247.43 to Mr Koh
Payment of US$10,000 to Uniroyal Communications Pte Ltd
Payment of US$11,000 to Ms Chua Pair Shen
Payment of US$11,500 to Mr Shuan Jarmen
Payment of US$3,700 to Ms Christina Marie Nyanmani
Payment of US$1,370 to Mr Ng Wai Loon
Payment of US$1,850 to Mr Abdul Razeed
Alleged misuse of the facility to pay a sum of US$744,000.00 to Smart Recycling Pte Ltd
Statutory demand dated in the amount of US$2,145,000
AMG was wound up

7. Legal Issues

  1. Breach of Director's Duties
    • Outcome: The court found that both defendants breached their director's duties.
    • Category: Substantive
    • Sub-Issues:
      • Failure to act bona fide in the interests of the company
      • Failure to act for a proper corporate purpose
      • Placing oneself in a situation where one’s interest conflicts with one’s duty
      • Failure to exercise reasonable skill and care
  2. Knowing Receipt
    • Outcome: The court found Mr. Koh liable for knowing receipt in relation to a payment received before re-joining as a director.
    • Category: Substantive
    • Related Cases:
      • [2010] 2 SLR 589
  3. Companies Act s 391
    • Outcome: The court found that neither defendant established that they acted reasonably or honestly, and therefore did not excuse them from liability under Companies Act s 391.
    • Category: Procedural

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Knowing Receipt

10. Practice Areas

  • Commercial Litigation
  • Insolvency Law

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
George Raymond Zage III and another v Ho Chi Kwong and anotherCourt of AppealYes[2010] 2 SLR 589SingaporeCited for the elements of knowing receipt.
Re Duomatic LtdN/AYes[1969] 2 Ch 365England and WalesCited for the principle that shareholders may proceed on the basis of informal assent, if unanimous.
Yong Kheng Leong and another v Panweld Trading Pte Ltd and anotherN/AYes[2013] 1 SLR 173SingaporeCited for the principle that shareholders may proceed on the basis of informal assent, if unanimous.
Chip Thye Enterprises Pte Ltd (in liquidation) v Phay Gi Mo and othersN/AYes[2004] 1 SLR(R) 434SingaporeCited for the principle that once a company is approaching insolvency, a director must consider the interests of creditors.
OOPA Pte Ltd v Bui Sy PhongHigh CourtYes[2021] SGHC 142SingaporeCited regarding the pleading of intention to seek relief under Companies Act s 391.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act s 145(5)Singapore
Companies Act s 157Singapore
Companies Act s 169Singapore
Companies Act s 391Singapore
Civil Law Act (Cap 43, 1999 Rev Ed) s 12Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Director's Duties
  • Knowing Receipt
  • Companies Act
  • Liquidation
  • Fiduciary Duty
  • Statutory Demand
  • SCB Account
  • Documentary Letter of Credit
  • Insolvency

15.2 Keywords

  • Director
  • Fiduciary duty
  • Liquidation
  • Knowing receipt
  • Companies Act
  • Singapore

16. Subjects

  • Company Law
  • Directors' Duties
  • Trusts
  • Insolvency

17. Areas of Law

  • Companies Law
  • Directors' Duties
  • Trust Law
  • Accessory Liability
  • Recipient Liability