Tonny Permana v One Tree Capital: Agent's Duties & Investment Advice
In the case of Tonny Permana versus One Tree Capital Management Pte Ltd and Gerald Yeo, the High Court of Singapore addressed claims of fraud, negligence, and breaches of contractual and fiduciary duties related to investment advice. Tonny Permana, an Indonesian businessman, invested US$1.6 million in the Chinamall Project based on advice from One Tree Capital, managed by Gerald Yeo. The investment failed due to the winding up of Midas Landmark Sdn Bhd, the project company. Permana alleged misrepresentation, breach of agency and fiduciary duties, negligence, and dishonest assistance. The court dismissed all claims, finding Permana was informed of changes to his investment and the defendants acted in good faith.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
All of the plaintiff’s claims are dismissed with costs to the defendants.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Investor Tonny Permana sues One Tree Capital for failed investment advice. The court examines agency duties, misrepresentation, and fiduciary responsibilities.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Tonny Permana | Plaintiff | Individual | Claim Dismissed | Lost | |
| One Tree Capital Management Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | |
| Gerald Yeo | Defendant | Individual | Judgment for Defendant | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chan Seng Onn | Judge | Yes |
4. Counsels
4. Facts
- Tonny Permana invested US$1.6 million in the Chinamall Project based on advice from One Tree Capital.
- One Tree Capital was managed by Gerald Yeo, who is also the director and sole shareholder.
- The Chinamall Project involved purchasing and renovating a shopping mall in Kuala Lumpur.
- Midas Landmark Sdn Bhd sought funding for the Chinamall Project.
- The management of the Mall obtained a winding up order against Midas in the Malaysian courts.
- The defendants attempted to challenge the winding up order but were unsuccessful.
- The plaintiff failed to recover the US$1.6 million from Midas’ insolvency.
5. Formal Citations
- Tonny Permana v One Tree Capital Management Pte Ltd, Suit No 751 of 2017, [2021] SGHC 37
6. Timeline
| Date | Event |
|---|---|
| Sale and Purchase Agreement to acquire the Mall was entered into | |
| Defendants were approached by the Tans regarding the Chinamall Project | |
| Plaintiff and second defendant discussed investment in the Chinamall Project | |
| Plaintiff and second defendant met in Jakarta; plaintiff was provided with the Term Sheet | |
| Second defendant sent plaintiff the Chinamall Project Draft Documentation | |
| Second defendant requested remittance of the investment sum from the plaintiff | |
| Plaintiff arranged for the Investment Sum to be transferred | |
| Investment Agreement, guarantee, and share charge were executed | |
| Investment Sum was successfully remitted | |
| Second defendant informed that the structure of the plaintiff’s investment had to be changed and converted to a shareholder’s loan | |
| First defendant entered into a Memorandum of Agreement with Mr Tan Chong Whatt and one Mr Wang Yingde for the purchase of shares in Midas | |
| Second defendant informed that the structure of the plaintiff’s investment would be altered | |
| Ms Tiolani sent the second defendant queries relating to the Conversion | |
| Second defendant replied and confirmed that the Conversion involved a change in the structure of the plaintiff’s investment | |
| First defendant issued a letter to Midas, Mr Tang Chong Whatt and Mr Wang Jianguo stating that the defendants have terminated the Investment Agreement, and have fully discharged the Security Documents | |
| Trust Deed was dated | |
| Second defendant sent Ms Tiolani the Trust Deed | |
| Second defendant expressly stated that no collateral would be provided by Midas | |
| Ms Tiolani sent the second defendant an email, wherein she highlighted that the Trust Deed made no mention of the Security Documents, and sought clarification in this regard | |
| Second defendant sent Ms Tiolani an email, wherein he explained that the Security Documents had “been voided | |
| Plaintiff and second defendant had a phone call | |
| Ms Tiolani emailed the second defendant informing him that the plaintiff had signed the Trust Deed | |
| Defendants emailed Ms Tiolani, informing her that Midas was experiencing difficulties paying its investors | |
| The Midas Creditor filed a winding up application against Midas in Malaysia | |
| Midas was ordered to be wound up | |
| First defendant and another investor in the Chinamall Project reached an agreement with the Midas Creditor | |
| Appeal to the winding up order was dismissed by the Malaysian Court of Appeal | |
| First defendant engaged Malaysian solicitors to assist in lodging a proof of debt with regard to the shareholder loan extended to Midas pursuant to the Conversion | |
| Midas’ liquidator rejected the proof of debt in its entirety | |
| Plaintiff commenced proceedings against the defendants | |
| Defendants informed the court during the Judge pre-trial conference that they will not be pursuing this counterclaim |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the defendants did not breach their fiduciary duties to the plaintiff.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Failure to act in best interest
- Failure to disclose material information
- Misrepresentation
- Outcome: The court found that the defendants did not make any actionable misrepresentations to the plaintiff.
- Category: Substantive
- Sub-Issues:
- Fraudulent misrepresentation
- Misrepresentation under Misrepresentation Act
- Reliance on misrepresentation
- Breach of Contract
- Outcome: The court found that the defendants did not breach any contractual duties owed to the plaintiff.
- Category: Substantive
- Sub-Issues:
- Breach of agency agreement
- Failure to exercise reasonable care and skill
- Failure to provide timely information
- Negligence
- Outcome: The court found that the defendants were not negligent in their dealings with the plaintiff.
- Category: Substantive
- Sub-Issues:
- Duty of care
- Breach of duty
- Causation
- Dishonest Assistance
- Outcome: The court found that the second defendant did not dishonestly assist in any breach of fiduciary duty.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Fraudulent Misrepresentation
- Misrepresentation under the Misrepresentation Act
- Breach of Fiduciary Duties
- Breach of Duties as Agent
- Negligence
- Dishonest Assistance
10. Practice Areas
- Commercial Litigation
- Investment Management
- Breach of Contract
- Fiduciary Duty
11. Industries
- Investment Management
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Alphire Group Pte Ltd v Law Chau Loon | Court of Appeal | Yes | [2020] SGCA 50 | Singapore | Cited for the principle that an agent's authority is determined by the express agreement between the parties, their conduct, and the surrounding circumstances. |
| Goh Yng Yng Karen (executrix of the estate of Liew Khoon Fong (alias Liew Fong), deceased) v Goh Yong Chiang Kelvin | High Court | Yes | [2020] SGHC 195 | Singapore | Cited as an example of how the court has generally undertaken the exercise of discerning an agent's authority. |
| Blasco, Martinez Gemma v Ee Meng Yen Angela | High Court | Yes | [2020] SGHC 247 | Singapore | Cited as an example of how the court has generally undertaken the exercise of discerning an agent's authority. |
| Boardman v Phipps | House of Lords | Yes | [1967] 2 AC 46 | England and Wales | Cited for the principle that fiduciary duties may be modified or excluded by the agency contract. |
| Bristol and West Building Society v Mothew | Court of Appeal | Yes | [1998] 1 Ch 1 | England and Wales | Cited for the principle that not every breach of duty by a fiduciary is a breach of fiduciary duty. |
| Nagase Singapore Pte Ltd v Ching Kai Huat | High Court | Yes | [2007] 3 SLR(R) 265 | Singapore | Cited for the principle that care must be taken not to equate the duty of good faith and loyalty owed by every employee with a fiduciary obligation. |
| Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency | Court of Appeal | Yes | [2007] 4 SLR(R) 100 | Singapore | Cited for the factors to consider in determining the extent of the duty of care, including control, knowledge, reliance, and assumption of responsibility. |
| Tan & Au LLP v Goh Teh Lee | Court of Appeal | Yes | [2012] 4 SLR 1 | Singapore | Cited as an example of a case where solicitors act as agents for individuals in property transactions. |
| Fong Maun Yee v Yoong Weng Ho Robert | Court of Appeal | Yes | [1997] 1 SLR(R) 751 | Singapore | Cited as an example of a case where solicitors act as agents for individuals in property transactions. |
| OCBC Securities Pte Ltd v Yeo Siew Huan | Court of Appeal | Yes | [1998] 1 SLR(R) 481 | Singapore | Cited as an example of a case where agents give advice to, and act for principals, in stockbroking transactions. |
| JSI Shipping (S) Pte Ltd v Teofoongwonglcloong (a firm) | Court of Appeal | Yes | [2007] 4 SLR(R) 460 | Singapore | Cited as an example of a case where auditors act as agents for businesses in the sense that they conducted audits on behalf of the relevant businesses. |
| Cooperatieve Centrale Raiffeisen-Boerenleenbank BA v Motorola Electronics Pte Ltd | Court of Appeal | Yes | [2011] 2 SLR 63 | Singapore | Cited for the principle that the existence of offer and acceptance may be implied from conduct. |
| Ang Sin Hock v Khoo Eng Lim | Court of Appeal | Yes | [2010] 3 SLR 179 | Singapore | Cited for the principle that the existence of offer and acceptance may be implied from conduct. |
| Tan Chin Seng v Raffles Town Club Pte Ltd | Court of Appeal | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the principle that a representation relates to some existing fact or some past event and implies a factum, not a faciendum. |
| Deutsche Bank AG v Chang Tse Wen | Court of Appeal | Yes | [2013] 1 SLR 1310 | Singapore | Cited for the principle that a representation relates to some existing fact or some past event and implies a factum, not a faciendum. |
| Zuraimi bin Mohamed Dahlan v Zulkarnine B Hafiz | High Court | Yes | [2020] SGHC 219 | Singapore | Cited for the principle that a representation relates to some existing fact or some past event and implies a factum, not a faciendum. |
| Broadley Construction Pte Ltd v Alacran Design Pte Ltd | Court of Appeal | Yes | [2018] 2 SLR 110 | Singapore | Cited for the proposition that a plaintiff would not ordinarily be held to be induced by a misrepresentation if the express contractual terms, read and signed, contradict or correct the representor’s misrepresentation. |
| Chew Kong Huat v Ricwil (Singapore) Pte Ltd | Court of Appeal | Yes | [1999] 3 SLR(R) 1167 | Singapore | Cited for the principle against double recovery. |
| Personal Representatives of Tang Man Sit v Capacious Investments Ltd | Privy Council | Yes | [1996] AC 514 | United Kingdom | Cited for the principle against double recovery. |
| Forsikringsaktieselskapet Vesta v Butcher | Court of Appeal | Yes | [1988] 3 WLR 565 | England and Wales | Cited for the principle that where under the general law a person owes a duty to another to exercise reasonable care and skill in some activity, a breach of that duty gives rise to a claim in tort notwithstanding the fact that the activity is the subject matter of a contract between them. |
| Singapore Rifle Association v Singapore Shooting Association | High Court | Yes | [2019] SGHC 13 | Singapore | Cited for the distinction between intrinsic implied terms and extrinsic implied terms in the context of an entire agreement clause. |
| Axa Sun Life Services Plc v Campbell Martin Ltd | Court of Appeal | Yes | [2011] 2 Lloyd’s Rep 1 | England and Wales | Cited for the distinction between intrinsic implied terms and extrinsic implied terms in the context of an entire agreement clause. |
| Ng Giap Hon v Westcomb Securities Pte Ltd | Court of Appeal | Yes | [2009] 3 SLR(R) 518 | Singapore | Cited for the distinction between intrinsic implied terms and extrinsic implied terms in the context of an entire agreement clause. |
| Exxonmobil Sales and Supply Corp v Texaco Ltd | High Court | Yes | [2004] 1 All ER (Comm) 435 | England and Wales | Cited for the principle that where it is necessary to imply a term in order to make the express terms work such an implied term may not be excluded by an entire agreement clause. |
| Ng Eng Ghee v Mamata Kapildev Dave | Court of Appeal | Yes | [2009] 3 SLR(R) 109 | Singapore | Cited for the principle that a fiduciary cannot place himself in a position where there is a possibility of conflict. |
| Bolam v Friern Hospital Management Committee | High Court | Yes | [1957] 1 WLR 582 | England and Wales | Cited for the standard of care required of an agent, which is whether the agent made an error that no reasonably competent member of the profession would have made. |
| Maynard v West Midlands Regional Health Authority | House of Lords | Yes | [1984] 1 WLR 634 | England and Wales | Cited for the principle that just because the agent makes a decision that eventually turns out to be to the detriment of the principal does not mean the agent was negligent. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Chinamall Project
- Convertible Loan Note
- Investment Agreement
- Trust Deed
- Security Documents
- Agency Agreement
- ASTD
- Midas Landmark Sdn Bhd
- Proposed Conversion
- Conversion
15.2 Keywords
- Agency
- Investment
- Misrepresentation
- Fiduciary Duty
- Negligence
- Contract
- Singapore
- Commercial Litigation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Misrepresentation | 80 |
| Agency and Distributorships | 75 |
| Fiduciary Duties | 70 |
| Breach of Contract | 60 |
| Commercial Fraud | 60 |
| Contract Law | 50 |
| Negligence | 40 |
| Corporate Law | 30 |
| Company Law | 30 |
16. Subjects
- Agency
- Construction of agent’s authority
- Written authority
- Duties of agent
- Care, skill and diligence
- Breach
- Companies
- Fraudulently inducing investment
- Tort
- Misrepresentation
- Fraud and deceit
- Contract
- Misrepresentation Act
- Equity
- Fiduciary relationships
- When arising
- Duties
- Contractual terms
- Implied terms
- Express terms
- Entire agreement
- Negligence
- Duty of care
- Breach of duty
- Dishonest assistance