Baker v BCS Business Consulting: Account of Trust Assets & Ethocyn Rights
In Baker, Michael A (executor) v BCS Business Consulting Services Pte Ltd, the Singapore International Commercial Court addressed SUM 25/2021, the final part of a dispute over Ethocyn rights and proceeds. The court ordered BCS, Marcus Weber, and Renslade Holdings Limited to provide a detailed account of trust assets and moneys. Baker remained dissatisfied with the account provided and applied for the defendants to pay US$10,313,895.25 and CHF1,662,894.67, plus interest. The court partially allowed the application, ordering the defendants to pay US$7,859,424.23 and CHF1,662,894.67, plus interest.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL COURT1.2 Outcome
Order for Defendants to pay Plaintiff sums due on the taking of the account.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court orders BCS Business Consulting to pay Michael Baker, executor of Chantal Burnison's estate, sums due from trust assets.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| BCS Business Consulting Services Pte Ltd | Defendant | Corporation | Partial Judgment against Defendant | Partial | |
| Marcus Weber | Defendant | Individual | Partial Judgment against Defendant | Partial | |
| Renslade Holdings Limited | Defendant | Corporation | Partial Judgment against Defendant | Partial | |
| Michael A Baker | Plaintiff | Individual | Partial Judgment for Plaintiff | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Quentin Loh | Judge of the Appellate Division | Yes |
| Carolyn Berger | International Judge | No |
| Dominique Hascher | International Judge | No |
4. Counsels
4. Facts
- Chantal was the co-inventor of Ethocyn.
- Chantal entered into a Trust Agreement with Weber for him to acquire the Ethocyn Rights.
- Weber was to hold any income generated from the Ethocyn Rights on trust for Chantal.
- The Defendants entered into an agreement with Nu Skin to supply Ethocyn.
- Weber withdrew CHF9.5m from the profits made under the Nu Skin agreement without Chantal’s consent.
- Baker, as executor of Chantal's estate, sought the return of the Trust Assets and Trust Moneys.
- The Defendants failed to provide a satisfactory account of the Trust Assets and Trust Moneys.
5. Formal Citations
- Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others, Suit No 3 of 2018 (Summons No 25 of 2021), [2021] SGHC(I) 19
6. Timeline
| Date | Event |
|---|---|
| Chantal Companies entered bankruptcy proceedings | |
| Renslade (S) incorporated | |
| Assignment of Ethocyn Rights from Renslade (NZ) to Renslade (S) | |
| Ethocyn Rights assigned to BCS | |
| Defendants entered into agreement with Nu Skin to supply Ethocyn | |
| Bulk of Trust Moneys transferred from BCS to Renslade (HK) | |
| Weber withdrew CHF9.5m from the Trust Moneys | |
| Chantal passed away | |
| Deadline given in letters of demand for an account of the Trust Assets and Trust Moneys | |
| Nu Skin paid US$2m to BCS Pharma Corporation | |
| Defendants paid into court the sum of S$10,330,658.91 | |
| Judgment issued | |
| Court of Appeal dismissed the Appeal | |
| Hearing date | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the Defendants had breached their fiduciary duty to Chantal by failing to provide an account of the Trust and the Trust Moneys.
- Category: Substantive
- Sub-Issues:
- Failure to provide an account of the Trust
- Unilateral increase of commission without consent
- Taking of Accounts
- Outcome: The court determined which expenses were properly deductible from the trust assets and which should be falsified.
- Category: Procedural
- Sub-Issues:
- Falsification of wrongful expenses
- Surcharge of account
- Pre-Judgment Interest
- Outcome: The court awarded pre-judgment interest at a rate of 5.33% per annum from 30 October 2017.
- Category: Remedial
8. Remedies Sought
- Account of Profits
- Return of Trust Assets
- Monetary Damages
- Interest
9. Cause of Actions
- Breach of Trust
- Breach of Fiduciary Duty
- Conspiracy to injure
10. Practice Areas
- Commercial Litigation
- Trusts and Estates
11. Industries
- Cosmetics
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others | Singapore International Commercial Court | Yes | [2020] 4 SLR 85 | Singapore | The current judgment refers to the findings and orders made in this earlier judgment, which established the existence of the trust and the defendants' breach of fiduciary duty. |
| Cheong Soh Chin and others v Eng Chiet Shoong and others | Singapore High Court | Yes | [2019] 4 SLR 714 | Singapore | Cited for the principles applicable to the taking of accounts, including the distinction between common basis and wilful default basis, and the burden of proof for falsifying or surcharging an account. |
| UVJ and others v UVH and others and another appeal | Singapore Court of Appeal | Yes | [2020] 2 SLR 336 | Singapore | Cited for the principle that an account on a wilful default basis does not allow for a "roving commission" into all aspects of the trustee's administration of the trust. |
| Ong Jane Rebecca v Lim Lie Hoa and others | Singapore Court of Appeal | Yes | [2005] SGCA 4 | Singapore | Cited for the principle that in an account on a wilful default basis, the accounting party carries a more substantial burden of proof. |
| Dextra Partners Pte Ltd and another v Lavrentiadis, Lavrentios and another appeal and another matter | Singapore Court of Appeal | Yes | [2021] SGCA 24 | Singapore | Cited for the principle that when a beneficiary falsifies an entry in the account, the burden lies on the trustee to prove that the disbursement was authorised. |
| Lalwani Shalini Gobind and another v Lalwani Ashok Bherumal | Singapore High Court | Yes | [2017] SGHC 90 | Singapore | Cited for the level of disclosure necessary to discharge the duty to furnish account on a common basis. |
| Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Ltd and others | Singapore High Court (International) | Yes | [2021] SGHC(I) 14 | Singapore | The current judgment refers to the anti-suit injunction discussed in this case. |
| Management Corporation Strata Title Plan No 473 v De Beers Jewellery Pte Ltd | Singapore High Court | Yes | [2002] 1 SLR(R) 418 | Singapore | Cited for the principle that the phrase "any debt or damages" in s 12(1) of the Civil Law Act has been construed broadly to also include sums recoverable in equity. |
| BP Exploration Co (Libya) Ltd v Hunt (No 2) | House of Lords | Yes | [1983] 2 AC 352 | United Kingdom | Cited for the principle that the phrase "any debt or damages" in s 12(1) of the Civil Law Act has been construed broadly to also include sums recoverable in equity. |
| Grains and Industrial Products Trading Pte Ltd v Bank of India and another | Singapore Court of Appeal | Yes | [2016] 3 SLR 1308 | Singapore | Cited for the principles governing the award of pre-judgment interest, including the court's discretion and the general rule that damages should commence from the date of accrual of loss. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd | Singapore Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the principle that damages should commence from the date of accrual of loss. |
| Anuva Technologies Pte Ltd v Advanced Sierra Electrotech Pte Ltd and another suit | Singapore High Court | Yes | [2020] 4 SLR 569 | Singapore | Cited for the principle that in the absence of any reason to depart from the default rate, the default interest rate of 5.33% per annum would apply, even in respect of pre-judgment interest. |
| Ong Teck Soon (executor of the estate of Ong Kim Nang, deceased) v Ong Teck Seng and another | Singapore High Court | Yes | [2017] 4 SLR 819 | Singapore | Cited as an example where the court departed from the default interest rate and awarded interest at the actual rates earned in the account. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act (Cap 43, 1999 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Ethocyn
- Trust Assets
- Trust Moneys
- Trust Agreement
- Account
- Falsify
- Surcharge
15.2 Keywords
- Trust
- Accounting
- Ethocyn
- Fiduciary Duty
- Singapore
- Commercial Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Trust Law | 90 |
| Fiduciary Duties | 80 |
| Chancery and Equity | 70 |
| Contract Law | 40 |
| Litigation | 40 |
| Damages | 30 |
| Civil Procedure | 30 |
| Evidence | 30 |
| Accounting | 30 |
| Commercial Disputes | 30 |
| Company Law | 30 |
| Estoppel | 20 |
| Business Litigation | 20 |
| Costs | 20 |
| Succession Law | 20 |
| Commercial Law | 10 |
| Banking Law | 10 |
16. Subjects
- Trusts
- Accounting
- Civil Procedure