D&R Asset Management v Taiyo Asset Management: Loan Repayment & Contractual Obligations

D&R Asset Management Group Co Ltd sued Taiyo Asset Management Pte Ltd in the High Court of Singapore on February 17, 2021, seeking repayment of US$380,000 in loans. D&R claimed breach of contract based on loan agreements and, alternatively, unjust enrichment. Taiyo disputed the claim, alleging lack of proof of transfer, lack of authority for the loans, and that the loans were sham. The court found in favor of D&R, holding that Taiyo was liable for the loan repayment plus interest.

1. Case Overview

1.1 Court

High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

D&R sued Taiyo for failing to repay loans. The court found Taiyo liable for US$380,000 plus interest, dismissing Taiyo's defenses.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
D&R Asset Management Group Co LtdPlaintiffCorporationJudgment for PlaintiffWon
Taiyo Asset Management Pte LtdDefendantCorporationClaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Sharon Chong Chin YeeRHTLaw Asia LLP
NandhuRHTLaw Asia LLP
Nandakumar RenganathanRHTLaw Asia LLP
Lorraine CheungRHTLaw Asia LLP
Sanjana JayaramanEldan Law LLP
Lim KhoonEldan Law LLP

4. Facts

  1. D&R made four loans to Taiyo in 2017 totaling US$380,000.
  2. The loans were executed via loan agreements with similar terms, including a 6% annual interest rate.
  3. The loans were intended for staff salaries, reimbursements, and operating expenses of Business Unit Two of Taiyo.
  4. D&R sought repayment of the loans after they became due, but Taiyo failed to repay the sums.
  5. Taiyo argued that D&R had not proven the transfer of funds and that Calvin and/or James lacked authority for the loans.
  6. Thomas, a shareholder of Taiyo, claimed to be uninvolved in Taiyo's management after the SPA was signed.
  7. Calvin applied for the loans through D&R's administrative platform, DingTalk.

5. Formal Citations

  1. D&R Asset Management Group Co Ltd v Taiyo Asset Management Pte Ltd, Suit No 613 of 2018, [2021] SGHC 40

6. Timeline

DateEvent
D&R entered into a sale and purchase agreement to purchase Thomas’ and Weidong’s shareholding in Taiyo
Loan agreement executed for US$20,000
Loan agreement executed for US$60,000
Loan agreement executed for US$100,000
Loan agreement executed for US$200,000
Thomas was informed that SZDAREN was not intending to complete the acquisition under the SPA
D&R sought the repayment of the sum of US$180,000, plus interest, which was the sum under the first three loans
D&R made a further demand of US$380,000, plus interest, for all four loans
A similar demand was repeated by way of letter
Trial began
Trial concluded
Judgment reserved

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the defendant breached the loan agreements by failing to repay the US$380,000.
    • Category: Substantive
    • Sub-Issues:
      • Failure to repay loan
      • Interpretation of loan agreements
  2. Authority to enter into Loan Agreements
    • Outcome: The court held that Calvin had the requisite authority to execute the loans, either through implied authorization from Thomas or through the authority delegated to Zhou Xing and James.
    • Category: Substantive
    • Sub-Issues:
      • Implied authority
      • Ratification of actions

8. Remedies Sought

  1. Repayment of loan principal
  2. Interest on outstanding loan amount

9. Cause of Actions

  • Breach of Contract
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Asset Management
  • Investment Management

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Skandinaviska Enskilda Banken AB (Publ), Singapore Branch v Asia Pacific Breweries (Singapore) Pte Ltd and another and another suitHigh CourtYes[2009] 4 SLR(R) 788SingaporeCited for the principle of implied actual authority based on conduct and circumstances.
Hely-Hutchinson v Brayhead LtdQueen's BenchYes[1968] 1 QB 549England and WalesCited for the definition of actual authority, both express and implied, in the context of a company director's actions.
SAL Industrial Leasing Ltd v Lin Hwee GuanCourt of AppealYes[1998] 3 SLR(R) 91SingaporeCited for the principle that authorisation can occur via implied assent.
Jimat bin Awang v Lai Wee NgenCourt of AppealYes[1995] 3 SLR(R) 496SingaporeCited for the principle that authorisation can occur via implied assent.
Charterhouse Investment Ltd v Tempest Diesels LtdUnknownYes[1986] BCLC 1England and WalesCited for the principle that authorisation can occur via implied assent.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Loan Agreements
  • Business Unit Two
  • SPA
  • DingTalk
  • Intercompany loan
  • Team 2

15.2 Keywords

  • loan
  • agreement
  • repayment
  • contract
  • asset management
  • authority

17. Areas of Law

Area NameRelevance Score
Breach of Contract75
Contract Law75
Remedies60
Banking and Finance30
Corporate Litigation30
Commercial Litigation30
Banking Law30
Business Litigation30

16. Subjects

  • Contract Law
  • Corporate Finance
  • Commercial Litigation