Tan Kian Seng v Venture Corporation: Breach of Contract & Fraudulent Misrepresentation in Share Benefits Dispute
In Tan Kian Seng v Venture Corporation Limited, the General Division of the High Court of Singapore heard a case involving a breach of contract claim by Tan Kian Seng against Venture Corporation Limited, and a fraudulent misrepresentation counterclaim by Venture. Tan, a former President and Advisor at Venture, claimed entitlement to certain share benefits under his employment contract. Venture counterclaimed that Tan had defrauded the company by making false representations to induce the issuance of shares. The court dismissed Tan's claims and allowed Venture's counterclaims, finding that Tan had breached his contract and made fraudulent misrepresentations.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Defendant
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Tan Kian Seng sues Venture Corp for breach of contract over share benefits. Venture counterclaims fraudulent misrepresentation. Judgment for Venture.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tan Kian Seng | Plaintiff | Individual | Claim Dismissed | Lost | Chelva Retnam Rajah, Eusuff Ali s/o N B M Mohamed Kassim, Joseph Tham Chee Ming |
| Venture Corporation Limited | Defendant | Corporation | Counterclaim Allowed | Won | Davinder Singh s/o Amar Singh, Pardeep Singh Khosa, Stanley Tan Jun Hao, Jaspreet Singh Sachdev |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Audrey Lim | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chelva Retnam Rajah | Tan Rajah & Cheah |
| Eusuff Ali s/o N B M Mohamed Kassim | Tan Rajah & Cheah |
| Joseph Tham Chee Ming | Tan Rajah & Cheah |
| Davinder Singh s/o Amar Singh | Davinder Singh Chambers LLC |
| Pardeep Singh Khosa | Davinder Singh Chambers LLC |
| Stanley Tan Jun Hao | Davinder Singh Chambers LLC |
| Jaspreet Singh Sachdev | Davinder Singh Chambers LLC |
4. Facts
- Tan was employed by Venture since April 2001 and was its President from 16 August 2011 to 31 January 2016.
- Tan was eligible to participate in Venture’s share benefit schemes, the Executives’ Share Option Scheme and the Restricted Share Plan.
- Tan stepped down as President and was re-employed as Advisor from 1 February 2016.
- Tan claims the SB Letter supplements his Advisor Contract and provided for the restoration of his Share Benefits.
- Venture claims Tan did not cease employment when he ceased to be President and disputes that Tan can rely on the SB Letter.
- Tan tendered his resignation as Advisor and left Venture on 31 January 2017.
- Tan exercised the Share Option under Grant 8 for 50,000 shares and received the shares.
- On 23 January 2017, Tan was informed that the RC had decided not to allow him to retain the Share Benefits.
5. Formal Citations
- Tan Kian Seng v Venture Corporation Limited, Suit No 814 of 2018, [2021] SGHC 266
6. Timeline
| Date | Event |
|---|---|
| Tan employed by Venture | |
| Tan became President of Venture | |
| Tan reached Venture's retirement age | |
| Wong handed Tan the Advisor Contract | |
| Tan stepped down as President | |
| Tan became Advisor to the CEO | |
| Tan exercised Share Option under Grant 8 for 25,000 shares | |
| Tan exercised Share Option under Grant 8 for 25,000 shares | |
| Tan informed that RC decided not to allow him to retain Share Benefits | |
| Tan ended employment with Venture | |
| Tan proceeded to exercise Share Option for 25,000 shares under Grant 9 but this was rejected by Venture | |
| Tan's lawyers issued a letter of demand to Venture | |
| Venture's lawyers replied to letter of demand | |
| Suit No 814 of 2018 commenced | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that Tan breached his re-employment contract when he exercised the Share Option for Grant 8.
- Category: Substantive
- Sub-Issues:
- Failure to confer share benefits
- Enforceability of contract terms
- Lack of consideration
- Fraudulent Misrepresentation
- Outcome: The court found that Tan had defrauded Venture when he exercised the Share Option for Grant 8 and obtained 50,000 shares therein, knowing that his entitlement to the Share Benefits had lapsed by his resignation.
- Category: Substantive
- Sub-Issues:
- False representation of entitlement to share options
- Inducement to issue shares
- Knowledge of falsity
- Unjust Enrichment
- Outcome: The court found that Venture succeeded in its claim for unjust enrichment.
- Category: Substantive
- Sub-Issues:
- Mistake
- Failure of consideration
- Mistake
- Outcome: The court found the SB Letter to be void on the ground of unilateral mistake.
- Category: Substantive
- Sub-Issues:
- Unilateral mistake
- Equitable unilateral mistake
8. Remedies Sought
- Monetary Damages
- Restitution
9. Cause of Actions
- Breach of Contract
- Fraudulent Misrepresentation
- Unjust Enrichment
10. Practice Areas
- Commercial Litigation
- Contract Disputes
- Employment Disputes
11. Industries
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Offshoreworks Global (L) Ltd v POSH Semco Pte Ltd | Court of Appeal | Yes | [2021] 1 SLR 27 | Singapore | Cited regarding the nexus between an act said to be consideration and the promise in contract law. |
| Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another suit | N/A | Yes | [2009] 4 SLR(R) 788 | Singapore | Cited regarding the requirement to show a special relationship between the parties for a duty of care to arise in the tort of negligent misstatement. |
| Tribune Investment Trust Inc v Soosan Trading Co Ltd | N/A | Yes | [2000] 2 SLR(R) 407 | Singapore | Cited regarding the requirement of a representation by the principal to the plaintiff as to the agent's authority for ostensible authority. |
| Armagas Ltd v Mundogas SA | N/A | Yes | [1986] 1 AC 717 | N/A | Cited regarding the requirement of a representation by the principal to the plaintiff as to the agent's authority for ostensible authority. |
| Chwee Kin Keong and others v Digilandmall.com Pte Ltd | N/A | Yes | [2005] 1 SLR(R) 502 | Singapore | Cited regarding the knowledge of the non-mistaken party in a claim for unilateral mistake. |
| R1 International Pte Ltd v Lonstroff AG | N/A | Yes | [2015] 1 SLR 521 | Singapore | Cited regarding the objective intentions of parties in determining whether a subsequent document could be incorporated as part of the contract. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited regarding the requirement of reliance in misrepresentation and negligent misstatement claims. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | N/A | Yes | [2013] 4 SLR 308 | Singapore | Cited regarding the requirement that the misrepresentation was actively present to the representee's mind. |
| 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 regarding the perspective from which inducement and reliance are approached. |
| Broadley Construction Pte Ltd v Alacran Design Pte Ltd | N/A | Yes | [2018] 2 SLR 110 | Singapore | Cited regarding the elements of unilateral mistake. |
| Benzline Auto Pte Ltd v Supercars Lorinser Pte Ltd and another | Court of Appeal | Yes | [2018] 1 SLR 239 | Singapore | Cited regarding the meaning of consideration or basis in the law of unjust enrichment. |
| Simpson Marine (SEA) Pte Ltd v Jiacipto Jiaravanon | N/A | Yes | [2019] 1 SLR 696 | Singapore | Cited regarding the inquiry of the unjust factor of failure of consideration or basis. |
| Platt v Platt | N/A | Yes | [1999] 2 BCLC 745 | N/A | Cited regarding the date of assessment of damages in relation to fraudulent misrepresentation. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal | Court of Appeal | Yes | [2018] 2 SLR 655 | Singapore | Cited regarding the object of damages for breach of contract and tortious misrepresentation. |
| Wishing Star Ltd v Jurong Town Corp | N/A | Yes | [2008] 2 SLR(R) 909 | Singapore | Cited regarding the object of damages for breach of contract and tortious misrepresentation. |
| Smith New Court Securities Ltd v Citibank N.A. | N/A | Yes | [1997] AC 254 | N/A | Cited regarding the date of valuation of shares in a case for fraudulent misrepresentation. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Share Benefits
- Executives’ Share Option Scheme
- Restricted Share Plan
- Advisor Contract
- SB Letter
- Remuneration Committee
- Purported Determination
- Resignation Notice
15.2 Keywords
- breach of contract
- fraudulent misrepresentation
- share options
- employment contract
- unjust enrichment
- restitution
16. Subjects
- Contract Law
- Employment Law
- Corporate Law
- Share Options
- Misrepresentation
- Restitution
- Unjust Enrichment
17. Areas of Law
- Contract Law
- Employment Law
- Misrepresentation
- Restitution
- Unjust Enrichment
- Fraudulent Misrepresentation
- Civil Procedure