Millsopp v Then: Breach of Contract & Misrepresentation in FX Agreement Dispute

In Millsopp, Michael Joseph v Then Feng, the General Division of the High Court of Singapore heard a case regarding a dispute over the nature of an agreement between the plaintiff, Michael Joseph Millsopp, and the defendant, Then Feng. Millsopp claimed the agreement was a foreign exchange agreement, while Then argued it was a loan. The court, presided over by Andre Maniam JC, dismissed Millsopp's claims, finding that Millsopp failed to prove the agreement was for foreign exchange. The claims included misrepresentation, breach of contract, conversion, and unjust enrichment.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Claims dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Millsopp sues Then for breach of contract and misrepresentation regarding a foreign exchange agreement. The court dismissed Millsopp's claims, finding he failed to prove the agreement was for foreign exchange.

1.7 Decision Date

27 October 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Then Feng	Defendant	Individual	Judgment for Defendant	Won
Millsopp, Michael Joseph	Plaintiff	Individual	Claim Dismissed	Lost	Linus Lin of Lee & Lee Julian Tay of Lee & Lee Anthony Wong of Lee & Lee

3. Judges

Judge Name	Title	Delivered Judgment
Andre Maniam	Judicial Commissioner	Yes

4. Counsels

Counsel Name	Organization
Linus Lin	Lee & Lee
Julian Tay	Lee & Lee
Anthony Wong	Lee & Lee

4. Facts

Millsopp transferred GBP 1,571,394.13 to Ling Capital.
Then claimed the agreement was a loan to Ling Capital, not a foreign exchange agreement.
Nothing was remitted to Millsopp's account in the UK.
Millsopp reached settlements with all defendants except Then.
The agreement between Millsopp and Then was an oral one.
Contemporaneous WhatsApp messages did not support the agreement being an FX Agreement.
Millsopp and Atkins only described the Agreement as an FX Agreement from May 2019.

5. Formal Citations

Millsopp, Michael Joseph v Then Feng, Suit No 1104 of 2019, [2021] SGHC 228

6. Timeline

Date	Event
2019-02-07	Ling Capital received GBP 1,571,355.34.
2019-02-12	Millsopp informed Then he wanted funds sent to his Barclays UK account.
2019-02-15	Then represented that the payment order was submitted.
2019-02-19	Then claimed UOB compliance asked for notarized passport copy and proof of address.
2019-02-26	Then stated GBP 1,462,000 was debited.
2019-02-28	Then indicated funds were stuck at the GBP Correspondent Bank level.
2019-03-12	Gaillard provided UBS international payment bank documents.
2019-03-18	Then provided update that Ling sent GBP to remittance agent.
2019-03-20	Millsopp demanded meeting with Then and his business partner.
2019-03-23	Gaillard provided UBS international payment bank documents.
2019-03-28	Millsopp stated he wanted his GBP back.
2019-03-29	Then offered to have Gaillard sign an English law personal guarantee for the GBP.
2019-05-23	Gaillard provided a guarantee acknowledging obligation to pay Millsopp GBP 1,571,394.13 or its USD equivalent.
2019-06-19	Call between Millsopp, Then, and Atkins regarding funds.
2019-07-25	Millsopp filed Commercial Affairs Department report stating the Agreement was an FX Agreement.
2019-07-29	Gaillard relayed his explanation to the CAD to Millsopp.
2019-10-01	Millsopp sued Then and others.
2021-08-17	Trial began.
2021-08-20	Trial concluded.
2021-10-08	Judgment reserved.
2021-10-28	Judgment issued.

7. Legal Issues

Breach of Contract
- Outcome: The court found that the plaintiff failed to prove the existence of a contract for foreign exchange, and therefore the claim for breach of contract failed.
- Category: Substantive
- Sub-Issues:
  - Non-performance of agreement
  - Failure to remit funds
Misrepresentation
- Outcome: The court found that the plaintiff failed to prove the existence of a contract for foreign exchange, and therefore the claim for misrepresentation failed.
- Category: Substantive
- Sub-Issues:
  - Fraudulent misrepresentation
  - Reliance on representations
Unjust Enrichment
- Outcome: The court held the plaintiff to his pleaded case that the Agreement was an FX Agreement, which he failed to prove. The unjust enrichment claim was dismissed.
- Category: Substantive
- Sub-Issues:
  - Mistake of fact
  - Total failure of consideration
Conversion
- Outcome: The court found that the plaintiff failed to prove the existence of a contract for foreign exchange, and therefore the claim for conversion failed.
- Category: Substantive
- Sub-Issues:
  - Wrongful withdrawal of funds
  - Application of proceeds to own use
Submission of 'no case to answer'
- Outcome: The court upheld the defendant's submission of 'no case to answer', finding that the plaintiff failed to establish a prima facie case.
- Category: Procedural
- Related Cases:
  - [2018] 2 SLR 333
  - [2021] 1 SLR 304
  - [2007] 4 SLR(R) 855
  - [2019] SGHC 277
  - [2021] SGHC(I) 11
  - [2009] 2 SLR(R) 1004
  - [2015] 1 SLR 581

8. Remedies Sought

Rescission of the FX Agreement
Return of GBP 1,047,596.09 by way of restitution
Damages
Interest
Costs

9. Cause of Actions

Breach of Contract
Misrepresentation
Conversion
Unjust Enrichment

10. Practice Areas

Commercial Litigation

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ho Yew Kong v Sakae Holdings Ltd	Court of Appeal	Yes	[2018] 2 SLR 333	Singapore	Cited for the principle that a defendant who submits 'no case to answer' must elect not to call evidence if the submission fails.
Ma Hongjin v SCP Holdings Pte Ltd	High Court	Yes	[2021] 1 SLR 304	Singapore	Cited for principles relating to a submission of 'no case to answer' in a civil case, including the legal burden on the plaintiff and establishing a prima facie case.
Britestone Pte Ltd v Smith & Associates Far East, Ltd	High Court	Yes	[2007] 4 SLR(R) 855	Singapore	Cited for the definition of a prima facie case in the context of a 'no case to answer' submission.
Ma Hongjin v SCP Holdings Pte Ltd and another	High Court	Yes	[2019] SGHC 277	Singapore	Cited for the principle that the court may draw an adverse inference against the defendant.
The Micro Tellers Network Ltd and others v Cheng Yi Han and others and another suit	Singapore International Commercial Court	Yes	[2021] SGHC(I) 11	Singapore	Cited as a case where the defendant took the same course (unsuccessfully) in the trial.
Lim Eng Hock Peter v Lin Jian Wei and another	High Court	Yes	[2009] 2 SLR(R) 1004	Singapore	Cited for the principle that an adverse inference is not necessarily drawn simply because of a submission of 'no case to answer'.
Lena Leowardi v Yeap Cheen Soo	High Court	Yes	[2015] 1 SLR 581	Singapore	Cited for the principle that a submission of 'no case to answer' will succeed if the evidence at face value establishes no case in law, or the evidence is so unsatisfactory or unreliable that the plaintiff’s burden of proof has not been discharged.
Lyu Yan v Lim Tien Chiang and others	High Court	Yes	[2020] SGHC 145	Singapore	Cited as an analogous case.
Ang Jian Sheng Jonathan and another v Lyu Yan	Court of Appeal	Yes	[2021] 1 SLR 1091	Singapore	Cited as an appeal case.

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

15. Key Terms and Keywords

15.1 Key Terms

Foreign exchange agreement
FX Agreement
Submission of no case to answer
Remittance agreement
GBP
USD
Ling Capital
Prima facie case
Evidential burden
WhatsApp messages

15.2 Keywords

breach of contract
misrepresentation
foreign exchange
agreement
singapore
civil case

17. Areas of Law

Area Name	Relevance Score
Contract Law	80
Misrepresentation	80
Breach of Contract	75
Fraud and Deceit	70
Conversion	70
Unjust Enrichment	65
Equity	60
Estoppel	20

16. Subjects

Contract Law
Foreign Exchange
Civil Procedure
Restitution
Torts