Lim Oon Kuin v Rajah & Tann: Joinder, Breach of Confidence & Solicitor Conduct

Lim Oon Kuin, Lim Chee Meng, and Lim Huey Ching appealed the High Court's decision to dismiss their application to be joined as parties in litigation against Rajah & Tann Singapore LLP. The litigation sought to restrain Rajah & Tann from acting for the Interim Judicial Managers of Hin Leong Trading (Pte) Ltd and Ocean Tankers (Pte) Ltd, arguing a potential breach of confidence. The Court of Appeal allowed the appeals, finding it just and convenient to add the Lims as parties, and holding that their claims of breach of confidence and the court's supervisory jurisdiction were not wholly unsustainable.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeals allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding joinder to restrain Rajah & Tann from acting against former clients due to potential breach of confidence. Appeal allowed.

1.7 Decision Date

3 April 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Lim Oon Kuin	Appellant	Individual	Appeal allowed	Won	Christopher Anand s/o Daniel, Harjean Kaur, Yeo Yi Ling Eileen, Keith Valentine Lee Jia Jin, Ong Ziying Clement, Suresh s/o Damodara, Leonard Chua Jun Yi, Ning Jie, Keith Lim
Lim Chee Meng	Appellant	Individual	Appeal allowed	Won	Christopher Anand s/o Daniel, Harjean Kaur, Yeo Yi Ling Eileen, Keith Valentine Lee Jia Jin, Ong Ziying Clement, Suresh s/o Damodara, Leonard Chua Jun Yi, Ning Jie, Keith Lim
Lim Huey Ching	Appellant	Individual	Appeal allowed	Won	Christopher Anand s/o Daniel, Harjean Kaur, Yeo Yi Ling Eileen, Keith Valentine Lee Jia Jin, Ong Ziying Clement, Suresh s/o Damodara, Leonard Chua Jun Yi, Ning Jie, Keith Lim
Rajah & Tann Singapore LLP	Respondent	Limited Liability Partnership	Appeal dismissed	Lost	Toby Landau QC, Liew Wey-Ren Colin
Hin Leong Trading (Pte) Ltd (in liquidation)	Applicant	Corporation	Striking Out Applications allowed	Dismissed
Ocean Tankers (Pte) Ltd (Under Interim Judicial Management)	Applicant	Corporation	Striking Out Applications allowed	Dismissed

3. Judges

Judge Name	Title	Delivered Judgment
Sundaresh Menon	Chief Justice	No
Andrew Phang Boon Leong	Justice of the Court of Appeal	No
Judith Prakash	Justice of the Court of Appeal	Yes
Belinda Ang Saw Ean	Judge of the Appellate Division	No
Chao Hick Tin	Senior Judge	No

4. Counsels

Counsel Name	Organization
Christopher Anand s/o Daniel	Advocatus Law LLP
Harjean Kaur	Advocatus Law LLP
Yeo Yi Ling Eileen	Advocatus Law LLP
Keith Valentine Lee Jia Jin	Advocatus Law LLP
Ong Ziying Clement	Damodara Ong LLC
Suresh s/o Damodara	Damodara Ong LLC
Leonard Chua Jun Yi	Damodara Ong LLC
Ning Jie	Damodara Ong LLC
Keith Lim	Damodara Ong LLC
Toby Landau QC	Colin Liew LLC
Liew Wey-Ren Colin	Colin Liew LLC

4. Facts

The Lims were key management figures in Hin Leong Trading (HLT) and Ocean Tankers (OTPL).
HLT and OTPL faced financial difficulties in early 2020.
Rajah & Tann (R&T) was engaged by HLT and OTPL to advise on restructuring options.
The Lims provided confidential information to R&T during the engagement.
HLT and OTPL were placed under interim judicial management, and later judicial management.
R&T continued to act for the Companies under the instruction of the IJMs and JMs.
The Lims commenced legal proceedings to restrain R&T from acting for the IJMs and JMs, citing potential breach of confidence.

5. Formal Citations

Lim Oon Kuin and others v Rajah & Tann Singapore LLP and another appeal, , [2022] SGCA 29
Lim Oon Kuin, Civil Appeal No 20 of 2021, Civil Appeal No 20 of 2021
Lim Oon Kuin, Civil Appeal No 21 of 2021, Civil Appeal No 21 of 2021

6. Timeline

Date	Event
2020-04-08	HLT engaged Rajah & Tann to advise on insolvency issues.
2020-04-17	Mr. OK Lim stepped down as director of HLT and OTPL.
2020-04-17	HLT and OTPL filed applications for interim moratoriums.
2020-04-21	HLT sought leave to withdraw its moratorium application.
2020-04-27	IJMs appointed over HLT.
2020-05-06	OTPL sought leave to withdraw its moratorium application.
2020-05-12	IJMs appointed over OTPL.
2020-07-09	OS 666 taken out in the name of OTPL against R&T.
2020-07-21	OS 704 taken out in the name of HLT against R&T.
2020-08-07	HLT placed under judicial management.
2020-08-07	OTPL placed under judicial management.
2020-10-05	R&T filed Striking Out Applications.
2020-10-12	Lims filed the Joinder Applications.
2020-11-04	Judge heard the Striking Out Applications and the Joinder Applications together.
2020-11-27	HLT filed CA 202 appealing against the Judge’s decision to allow the Striking Out Applications.
2020-11-30	OTPL filed CA 203 appealing against the Judge’s decision to allow the Striking Out Applications.
2021-04-09	Court allowed the Lims’ applications for leave to appeal against the dismissal of the Joinder Applications.
2021-04-16	Lims filed the present appeals, appealing against the Judge’s decision to dismiss the Joinder Applications.
2021-11-23	Arguments heard.
2022-04-04	Judgment reserved.

7. Legal Issues

Joinder of Parties
- Outcome: The Court of Appeal held that it was just and convenient to add the Lims as parties under O 15 r 6(2)(b)(ii) of the Rules of Court.
- Category: Procedural
- Related Cases:
  - [2019] 1 SLR 499
Breach of Confidence
- Outcome: The Court of Appeal found that the Lims had a prima facie case for breach of confidence, and that the information disclosed to R&T possessed the requisite quality of confidence.
- Category: Substantive
- Related Cases:
  - [1999] 2 AC 222
  - [2008] EWHC 2419 (Ch)
  - [2020] 1 SLR 1083
  - [2020] 1 SLR 1130
Supervisory Jurisdiction of the Court
- Outcome: The Court of Appeal held that the question of the court's supervisory jurisdiction was relevant to the case, and that the Lims' ground to invoke this jurisdiction was not wholly unsustainable.
- Category: Jurisdictional
- Related Cases:
  - [2018] 5 SLR 894

8. Remedies Sought

Injunction to restrain Rajah & Tann from acting for the IJMs and JMs of HLT and OTPL

9. Cause of Actions

Breach of Confidence
Injunction

10. Practice Areas

Commercial Litigation
Insolvency Law

11. Industries

Shipping
Oil Trading

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Ocean Tankers (Pte) Ltd (under judicial management) v Rajah & Tann Singapore LLP and another matter	High Court	Yes	[2021] SGHC 144	Singapore	Cited as the Joinder Judgment, the decision being appealed.
Ocean Tankers (Pte) Ltd (under judicial management) v Rajah & Tann Singapore LLP and another matter	High Court	Yes	[2021] SGHC 47	Singapore	Cited as the Striking Out Judgment, a related decision.
Hin Leong Trading (Pte) Ltd (In Liquidation) v Rajah & Tann Singapore LLP and another appeal	Court of Appeal	Yes	[2022] SGCA 28	Singapore	Cited as the related appeals against the Striking Out Applications.
Prince Jefri Bolkiah v KPMG (a firm)	House of Lords	Yes	[1999] 2 AC 222	England	Cited for the principle that solicitors may be restrained from acting against a former client to avoid disclosure or misuse of confidential information.
Winters v Mishcon de Reya	English High Court	Yes	[2008] EWHC 2419 (Ch)	England	Cited for the proposition that information voluntarily disclosed to a solicitor in a joint retainer is generally not confidential between the parties unless explicitly stated.
ARW v Comptroller of Income Tax and another and another appeal	Court of Appeal	Yes	[2019] 1 SLR 499	Singapore	Cited for the principles governing applications under Order 15 Rule 6(2)(b) of the Rules of Court regarding joinder of parties.
Abdul Gaffer bin Fathil v Chua Kwang Yong	High Court	Yes	[1994] 3 SLR(R) 1056	Singapore	Cited for the principle that it is insufficient if it is merely desirable for a third party to be added.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals	Court of Appeal	Yes	[2018] 1 SLR 894	Singapore	Cited for the principles governing applications under Order 15 Rule 6(2)(b) of the Rules of Court regarding joinder of parties.
Lim Seng Wah and another v Han Meng Siew and others	High Court	Yes	[2016] SGHC 177	Singapore	Cited regarding substitution of parties.
Lee Bee Eng (formerly trading as AFCO East Development) v Cheng William	High Court	Yes	[2021] 3 SLR 968	Singapore	Cited regarding substitution of parties.
Tan Yow Kon v Tan Swat Ping and others	High Court	Yes	[2006] 3 SLR(R) 881	Singapore	Cited for the principle that O 15 r 6 is designed to save rather than destroy.
Alliance Entertainment Singapore Pte Ltd v Sim Kay Teck and another	High Court	Yes	[2007] 2 SLR(R) 869	Singapore	Cited regarding joinder of parties.
LVM Law Chambers LLC v Wan Hoe Keet and another and another matter	Court of Appeal	Yes	[2020] 1 SLR 1083	Singapore	Cited for the legal principles applicable when a lawyer who acted for a plaintiff can represent another plaintiff against the same defendant.
I-Admin (Singapore) Pte Ltd v Hong Ying Ting and others	Court of Appeal	Yes	[2020] 1 SLR 1130	Singapore	Cited for the elements of breach of confidence and the protection of wrongful loss interest.
Coco v AN Clark (Engineers) Ltd	N/A	Yes	[1969] RPC 41	N/A	Cited for the test for breach of confidence.
Imerman v Tchenguiz and others	N/A	Yes	[2011] 2 WLR 592	N/A	Cited regarding the wrongful loss interest.
Smith Kline & French Laboratories (Australia) Ltd and others v Secretary, Department of Community Services and Health	N/A	Yes	(1990) 17 IPR 545	Australia	Cited regarding the wrongful loss interest.
The “Sagheera”	N/A	Yes	[1997] 1 Lloyd’s Rep 160	N/A	Cited regarding joint retainers.
Re Konigsberg (A Bankrupt)	N/A	Yes	[1989] 1 WLR 1257	N/A	Cited regarding joint retainers.
Re Doran Constructions Pty Ltd (in liq)	N/A	Yes	(2002) 194 ALR 101	Australia	Cited regarding joint retainers.
Harsha Rajkumar Mirpuri (Mrs) née Subita Shewakram Samtani v Shanti Shewakram Samtani Mrs Shanti Haresh Chugani	High Court	Yes	[2018] 5 SLR 894	Singapore	Cited for the principle that the court's supervisory jurisdiction is a separate basis for restraining a lawyer from acting.
Then Khek Khoon and another v Arjun Permanand Samtani and another	High Court	Yes	[2012] 2 SLR 451	Singapore	Cited for the test for invoking the court's supervisory jurisdiction.
Davies v Clough	N/A	Yes	(1837) 8 Sim 262	England	Cited for the power of the court to restrain a lawyer from acting arising from the inherent jurisdiction of the court over its officers.
Spincode Pty Ltd v Look Software Pty Ltd and others	N/A	Yes	(2001) 4 VR 501	Australia	Cited for the power of the court to restrain a lawyer from acting arising from the inherent jurisdiction of the court over its officers.
Black v Taylor	N/A	Yes	[1993] 3 NZLR 403	New Zealand	Cited for the principle that a lawyer should be restrained from acting if a reasonable member of the public would consider that justice would not be seen to be done.
Everingham v Ontario	N/A	Yes	(1992) 88 DLR (4th) 755	Canada	Cited for the power of the court to restrain a lawyer from acting arising from the inherent jurisdiction of the court over its officers.
Grimwade v Meagher and others	N/A	Yes	[1995] 1 VR 446	Australia	Cited for the principle that a litigant should not be deprived of the solicitor of his choice without due cause.
Re Recover Ltd (in liquidation)	N/A	Yes	[2003] 2 BCLC 186	N/A	Cited for the principle that a litigant should not be deprived of the solicitor of his choice without due cause.
Geelong School Supplies Pty Ltd and another v Dean and others	N/A	Yes	(2006) 237 ALR 612	Australia	Cited for the principle that a litigant should not be deprived of the solicitor of his choice without due cause.
Cleveland Investments Global Ltd v Evans	Supreme Court of New South Wales	Yes	[2010] NSWSC 567	Australia	Cited for the principle that a lawyer should be restrained from acting if they have changed sides on the same claim.
D & J Constructions Pty Ltd v Head and others (trading as Clayton Utz)	N/A	Yes	(1987) 9 NSWLR 118	Australia	Cited for the principle that a lawyer should be restrained from acting if they have changed sides on the same claim.
Re IPM Group Pty Ltd	Supreme Court of New South Wales	Yes	[2015] NSWSC 240	Australia	Cited for the principle that it could be inconsistent with the administration of justice for a law firm to continue to act for one camp against the other.
Williamson and another v Nilant	Supreme Court of Western Australia	Yes	[2002] WASC 225	Australia	Cited for the principle that a solicitor should be restrained from acting for the liquidator of a company where a conflict of interest arises.
Chiarapurk Jack and others v Haw Par Brothers International Ltd and another and another appeal	Court of Appeal	Yes	[1993] 2 SLR(R) 620	Singapore	Cited for the principle that a claim for breach of confidence requires specificity about the confidential information.
Jasper Johannes Raats and another v Gascoigne Wicks	N/A	Yes	[2006] NZHC 598	New Zealand	Cited for the principle that the court's supervisory jurisdiction should be invoked to ensure a perception of fairness in the justice system.

13. Applicable Rules

Rule Name
Rules of Court (2014 Rev Ed)
Legal Profession (Professional Conduct) Rules 2015 (2010 Rev Ed)

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act (Cap 50, 2006 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Joinder
Breach of Confidence
Supervisory Jurisdiction
Interim Judicial Management
Judicial Management
Joint Retainer
Group Restructuring
Confidential Information

15.2 Keywords

joinder
breach of confidence
supervisory jurisdiction
Rajah & Tann
Lim Oon Kuin
Hin Leong Trading
Ocean Tankers
judicial management
injunction

16. Subjects

Civil Procedure
Legal Ethics
Insolvency Law
Confidentiality

17. Areas of Law

Civil Procedure
Legal Profession
Confidence
Injunctions
Conflict of interest