Ratan Kumar Rai v Seah Hock Thiam: Fiduciary Duty, Accounting, and Cambodian Land Investment

In Ratan Kumar Rai v Seah Hock Thiam and others, the Singapore High Court addressed a claim by Mr. Ratan Kumar Rai against Mr. Seah Hock Thiam, Mr. Tan Teck Kee, and WorldbridgeLand (Cambodia) Co Ltd concerning a Cambodian land investment. Mr. Rai sought an account of moneys paid and profits due from the investment. The court found that Mr. Tan and WorldbridgeLand owed fiduciary duties to Mr. Rai and ordered an account on a wilful default basis. Mr. Seah was ordered to provide a common account. The court dismissed Mr. Tan's application for declarations regarding a discovery order.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Account ordered on a wilful default basis against Mr. Tan and WorldbridgeLand (Cambodia) Co Ltd. Common account ordered against Mr. Seah. Application for declarations by Mr. Tan dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court judgment on fiduciary duties in a Cambodian land investment venture, ordering accounts for breach of duty.

1.7 Decision Date

8 December 2021

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Teck Kee	Defendant	Individual	Account ordered on a wilful default basis	Lost	Sharon Chong Chin Yee of RHTLaw Asia LLP Renganathan Nandakumar of RHTLaw Asia LLP Nandhu of RHTLaw Asia LLP Cheung Le Ying Lorraine of RHTLaw Asia LLP Gayathri Sivasurian of RHTLaw Asia LLP Renee Sim of RHTLaw Asia LLP
Ratan Kumar Rai	Plaintiff	Individual	Account ordered on a wilful default basis against Mr. Tan and WorldbridgeLand (Cambodia) Co Ltd. Common account ordered against Mr. Seah. Application for declarations by Mr. Tan dismissed.	Partial	Jimmy Yim Wing Kuen of Drew & Napier LLC Chloe Shobhana Ajit of Drew & Napier LLC Dierdre Grace Morgan of Drew & Napier LLC Eunice Lau Guan Ting of Drew & Napier LLC Erroll Ian Joseph of Drew & Napier LLC
Seah Hock Thiam	Defendant	Individual	Common account ordered	Partial	Sharon Chong Chin Yee of RHTLaw Asia LLP Renganathan Nandakumar of RHTLaw Asia LLP Nandhu of RHTLaw Asia LLP Cheung Le Ying Lorraine of RHTLaw Asia LLP Gayathri Sivasurian of RHTLaw Asia LLP Renee Sim of RHTLaw Asia LLP
Worldbridgeland (Cambodia) Co Ltd	Defendant	Corporation	Account ordered on a wilful default basis	Lost

3. Judges

Judge Name	Title	Delivered Judgment
Valerie Thean	Judge	Yes

4. Counsels

Counsel Name	Organization
Sharon Chong Chin Yee	RHTLaw Asia LLP
Renganathan Nandakumar	RHTLaw Asia LLP
Nandhu	RHTLaw Asia LLP
Cheung Le Ying Lorraine	RHTLaw Asia LLP
Gayathri Sivasurian	RHTLaw Asia LLP
Renee Sim	RHTLaw Asia LLP
Jimmy Yim Wing Kuen	Drew & Napier LLC
Chloe Shobhana Ajit	Drew & Napier LLC
Dierdre Grace Morgan	Drew & Napier LLC
Eunice Lau Guan Ting	Drew & Napier LLC
Erroll Ian Joseph	Drew & Napier LLC

4. Facts

Mr. Rai invested US$5,394,252 in Cambodian land acquired by WorldbridgeLand (Cambodia) Co Ltd.
Mr. Tan, a director of WorldbridgeLand, managed the investment.
The land was developed into 'The Bridge' under a joint venture with Oxley Holdings.
Mr. Rai received payouts from the defendants between 2015 and 2018.
Mr. Rai claimed he did not receive the full amount of profits he was entitled to.
WorldbridgeLand received US$45m in dividend payments from Oxley Diamond but only paid out US$10m to investors.
Mr. Tan made improper deductions for capital gains tax and withholding tax from Mr. Rai's payouts.

5. Formal Citations

Ratan Kumar RaivSeah Hock Thiam and others, Suit No 160 of 2019 and Summons No 2708 of 2021, [2021] SGHC 276

6. Timeline

Date	Event
1994-01-01	Mr. Rai began practicing law.
2005-01-01	Mr. Tan met Mr. Rai.
2006-01-01	Mr. Rai and Mr. Seah became friends.
2007-01-01	Mr. Seah and Mr. Tan met.
2010-10-01	Mr. Tan left the Singapore Police Force.
2011-05-25	WorldbridgeLand (Cambodia) Co Ltd incorporated.
2011-09-30	Land Sale and Purchase Deposit Agreement signed.
2011-10-10	Sale and purchase agreement for Plot A entered into.
2011-10-10	Mr. Rai paid S$2,500,000 to Mr. Seah through three cash cheques.
2011-12-01	Mr. Tan distributed the Cambodian Investment Funds document.
2012-03-29	Sale and purchase agreement for Plot B entered into.
2012-04-01	Mr. Rai contributed US$3,490,252 towards the acquisition of Plot B.
2013-07-01	Oxley Diamond (Cambodia) Co Ltd incorporated.
2013-07-15	Oxley Holdings and WBL entered into a joint venture agreement.
2013-12-31	Mr. Tan provided Mr. Rai with the Bridge Investment Agreement.
2014-05-01	Ground-breaking ceremony for The Bridge took place.
2015-07-24	Addendum letter to the JVA agreed to reduce Oxley Holdings’ contribution to The Bridge from US$35m to US$20m.
2015-08-11	Mr. Rai received a cheque for US$4,672,009 issued by Esun to Mr. DKR.
2018-04-02	Mr. Seah issued two Maybank cash cheques from his personal bank account to Mr. Rai for a total sum of S$2,840,000.
2018-04-29	Oxley Holdings’ press statement stated that The Bridge had generated a gross profit of approximately S$140.8m for Oxley Holdings.
2018-06-12	Mr. Rai received a personal cheque from Mr. Seah in favour of Mr. Rai’s wife for S$2,539,555.
2018-06-01	The Bridge had been completed and handed over.
2018-09-01	Mr. Rai read Oxley Holdings’ Annual Report 2018.
2018-11-19	Mr. Seah issued a personal cheque in favour of Mr. Rai’s wife for US$2,386,800.
2019-02-04	Mr. Rai filed the writ of summons in the present suit against Mr. Seah and Mr. Tan.
2020-08-19	Mr. Tan resigned as a director of WBL.
2020-11-19	Mr. Tan's resignation took effect.
2021-02-01	Mr. Rai filed an application for specific discovery against WBL.
2021-03-25	WBL confirmed to the court that it no longer intended to participate in this suit and Lee & Lee withdrew from representing them.
2021-04-16	The court granted an order in terms for specific discovery of all 17 categories of documents Mr. Rai had sought against WBL.
2021-04-16	The defendants’ counsel informed Mr. Rai’s counsel that Mr. Tan had resigned as a director of WBL.
2021-04-21	The First Discovery Order was served on WBL by registered post.
2021-05-26	The First Discovery Order with a penal notice was served on Mr. Tan at his registered home address.
2021-06-10	Mr. Tan applied for declarations that the First Discovery Order does not require him to influence WBL to comply with it.
2021-06-17	Mr. Rai filed an ex parte application for leave to commence committal proceedings against Mr. Tan.
2021-07-23	Trial began.
2021-09-30	Trial concluded.
2021-12-09	Judgment reserved.

7. Legal Issues

Breach of Fiduciary Duty
- Outcome: The court found that Mr. Tan and WorldbridgeLand owed fiduciary duties to Mr. Rai and breached those duties.
- Category: Substantive
- Sub-Issues:
  - Failure to account
  - Improper deductions from payouts
  - Wrongful retention of profits
- Related Cases:
  - [2017] 1 SLR 654
  - [2018] 2 SLR 655
Contempt of Court
- Outcome: The court found a prima facie case of contempt against Mr. Tan but declined to grant declarations sought by him.
- Category: Procedural
- Sub-Issues:
  - Non-compliance with discovery order
  - Service of order
Duty to Account
- Outcome: The court ordered an account on a wilful default basis against Mr. Tan and WorldbridgeLand and a common account against Mr. Seah.
- Category: Substantive
- Sub-Issues:
  - Wilful default
  - Common account
- Related Cases:
  - [2019] 4 SLR 714
  - [2020] 2 SLR 336

8. Remedies Sought

Account of all monies paid into the Investment Fund
Account of all monies and expenses incurred for the acquisition of the Land
Account of the full project costs and expenses in relation to The Bridge
Account of all taxes paid by WBL and Oxley Diamond for The Bridge
Account of all profits made by Oxley Diamond in the joint venture
Account of all sale proceeds, dividends and other income received from Oxley Holdings and/or Oxley Diamond
Account of all management fees paid to the defendants
Order that the defendants pay Mr. Rai all moneys due to him
Declaration that the deductions from the payouts were wrongful
Order that the defendants pay Mr. Rai such amounts wrongfully deducted
Interest on such amounts as found due to Mr. Rai
Costs on an indemnity basis

9. Cause of Actions

Breach of Fiduciary Duty
Failure to Account

10. Practice Areas

Commercial Litigation

11. Industries

Real Estate
Construction

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Tan Yok Koon v Tan Choo Suan and another and other appeals	Court of Appeal	Yes	[2017] 1 SLR 654	Singapore	Cited for principles on fiduciary obligations, including acting in the interest of another, the irrelevance of the term used, and the voluntary undertaking of obligations.
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 to emphasize that whether parties are in a fiduciary relationship depends on the nature of their relationship.
United Dominions Corporation Limited v Brian Pty Ltd	High Court of Australia	Yes	157 CLR 1	Australia	Cited for the principle that a fiduciary relationship can arise even before a formal agreement is reached, especially between prospective partners.
Cheong Soh Chin and others v Eng Chiet Shoong and others	Court of Appeal	Yes	[2019] 4 SLR 714	Singapore	Cited for the principle that a beneficiary is entitled to a common account as of right and the fiduciary's duty to keep and allow inspection of accounts.
UVJ and others v UVH and others and another appeal	Court of Appeal	Yes	[2020] 2 SLR 336	Singapore	Cited for the principle that a beneficiary is entitled to a common account as of right and the fiduciary's duty to keep and allow inspection of accounts.
Lalwani Shalini Gobind and another v Lalwani Ashok Bherumal	High Court	Yes	[2017] SGHC 90	Singapore	Cited for the principle that a fiduciary's duty to account is continuous and not confined to the time of distribution of trust assets.
Karaha Bodas Co LLC v Pertamina Energy Trading Ltd and another appeal	Court of Appeal	Yes	[2006] 1 SLR(R) 112	Singapore	Cited for the requirements for declaratory relief.
Dextra Partners Pte Ltd and another v Lavrentiadis, Lavrentios and another appeal and another matter	Court of Appeal	Yes	[2021] SGCA 24	Singapore	Cited regarding the taking of accounts at trial and the possibility of ordering interim payments.
Libertarian Investments Ltd v Thomas Alexej Hall	Hong Kong Court of Final Appeal	Yes	[2014] 1 HKC 368	Hong Kong	Cited regarding the taking of accounts at trial and the possibility of ordering interim payments.
Libertarian Investments Limited v Thomas Alexej Hall	Hong Kong Court of Appeal	No	[2012] HKCU 253	Hong Kong	Cited regarding the taking of accounts at trial and the possibility of ordering interim payments.
Libertarian Investment Limited v Thomas Alexej Hall	Court of First Instance	No	[2011] HKCU 379	Hong Kong	Cited regarding the taking of accounts at trial and the possibility of ordering interim payments.
BMP v BMQ and another appeal	Court of Appeal	Yes	[2014] 1 SLR 1140	Singapore	Cited regarding the requirements for service in committal proceedings.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Administration of Justice (Protection) Act 2016	Singapore
Evidence Act (Cap 97, 1997 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Cambodian Investment Funds
The Bridge
WorldbridgeLand
Oxley Holdings
Fiduciary Duty
Wilful Default
Investment Fund
Joint Venture Agreement
Dividend Payments
Guaranteed Rental Returns

15.2 Keywords

fiduciary duty
accounting
Cambodia
land investment
WorldbridgeLand
Oxley Holdings
interim payments
contempt of court

17. Areas of Law

Area Name	Relevance Score
Fiduciary Duties	85
Civil Practice	75
Chancery and Equity	60
Contempt of Court	50
Company Law	40
Contract Law	30
Corporate Law	20
Administrative Law	10

16. Subjects

Fiduciary Duty
Accounting
Investment Law
Civil Procedure
Contempt of Court