Ok Tedi Fly River Development Foundation Ltd v PNG Sustainable Development Program Ltd: Fiduciary Duties & Corporate Governance
The Court of Appeal heard an appeal by Ok Tedi Fly River Development Foundation Ltd and others, representing Affected Communities, against PNG Sustainable Development Program Ltd concerning alleged breaches of fiduciary duties. The appellants claimed the respondent failed to administer its assets in compliance with Program Rules. The Court of Appeal upheld the High Court's decision to strike out the claim, finding no evidence of the respondent undertaking any duty to the Affected Communities. The court dismissed the appeal and related summonses.
1. Case Overview
1.1 Court
Court of Appeal of the Republic of Singapore1.2 Outcome
Appeal Dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding fiduciary duties of PNG Sustainable Development Program Ltd to Affected Communities. Court of Appeal upheld the decision to strike out the claim.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ok Tedi Fly River Development Foundation Ltd | Appellant, Plaintiff | Other | Appeal Dismissed | Lost | |
| Tom Waipa | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Brian Goware | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Gariba David Marude | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Sisa Baidam | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Max Giawele | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Robin Inberem Moken Morgen | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Bob Wai | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| Bosi Kasiman | Appellant, Plaintiff | Individual | Appeal Dismissed | Lost | |
| PNG Sustainable Development Program Limited | Respondent, Defendant | Corporation | Appeal Allowed | Won | |
| Ok Tedi Mining Limited | Defendant | Corporation | Neutral | Neutral | |
| Mekere Morauta | Defendant | Individual | Neutral | Neutral | |
| The Independent State of Papua New Guinea | Defendant | Government Agency | Neutral | Neutral | |
| TMF Trustees Singapore Limited | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Sundaresh Menon | Chief Justice | Yes |
| Tay Yong Kwang | Justice of the Court of Appeal | No |
| Steven Chong | Justice of the Court of Appeal | No |
4. Counsels
4. Facts
- The respondent, PNG Sustainable Development Program Ltd, was incorporated in Singapore in October 2001.
- The respondent's assets were valued at approximately US$1.48 billion around the time proceedings were commenced.
- The appellants are representative members of the Affected Communities in the Western Province of Papua New Guinea.
- The Affected Communities have been adversely affected by environmental damage caused by the operations of a mine.
- BHP Group divested its 52% shareholding in OTML to the respondent.
- The respondent's objects include promoting sustainable development within, and advancing the general welfare of the people of, PNG, particularly those of the Western Province.
- The Affected Communities are not specifically referred to in the respondent's corporate constitution.
5. Formal Citations
- Ok Tedi Fly River Development Foundation Ltd and others v PNG Sustainable Development Program Ltd, Civil Appeal No 4 of 2022, [2022] SGCA 76
6. Timeline
| Date | Event |
|---|---|
| The Independent State of Papua New Guinea and BHP Group incorporated Ok Tedi Mining Limited. | |
| BHP Group announced its intention to divest its shares in OTML. | |
| PNG Sustainable Development Program Ltd incorporated in Singapore. | |
| Transfer of BHP Minerals’ shareholding in OTML to the respondent was effected. | |
| Suit No 795 of 2014 between the State and the respondent. | |
| Suit No 628 of 2020 commenced in the General Division of the High Court. | |
| Ok Tedi Fly River Development Foundation Ltd and others v Ok Tedi Mining Ltd and others [2021] SGHC 205. | |
| Court of Appeal hearing. | |
| Judgment delivered. |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the respondent did not owe a fiduciary duty to the members of the Affected Communities.
- Category: Substantive
- Sub-Issues:
- Failure to act in the best interests of beneficiaries
- Improper administration of assets
- Related Cases:
- [2021] SGHC 205
- Striking Out Pleadings
- Outcome: The court upheld the decision to strike out the appellants' claim.
- Category: Procedural
- Sub-Issues:
- Whether the claim is plainly and obviously unsustainable
8. Remedies Sought
- Enforcement of Program Rules
- Damages for breach of fiduciary duty
9. Cause of Actions
- Breach of Fiduciary Duty
10. Practice Areas
- Commercial Litigation
11. Industries
- Mining
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ok Tedi Fly River Development Foundation Ltd and others v Ok Tedi Mining Ltd and others | High Court | Yes | [2021] SGHC 205 | Singapore | The High Court judge struck out the entirety of the appellants’ claim against the respondent. |
| Independent State of Papua New Guinea v PNG Sustainable Development Program Ltd | Court of Appeal | Yes | [2020] 2 SLR 200 | Singapore | Cited as a prior suit between the State and the respondent. |
| Independent State of Papua New Guinea v PNG Sustainable Development Program Ltd | High Court | Yes | [2019] SGHC 68 | Singapore | Cited as a prior suit between the State and the respondent. |
| Tan Yok Koon v Tan Choo Suan and another and other appeals | Court of Appeal | Yes | [2017] 1 SLR 654 | Singapore | Cited for the principle that a fiduciary undertaking is voluntary and arises as a consequence of the fiduciary’s conduct. |
| 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 regarding the nature of a relationship and the surrounding circumstances giving rise to a fiduciary relationship. |
| Sunbreeze Group Investments Ltd and others v Sim Chye Hock Ron | Court of Appeal | Yes | [2018] 2 SLR 1242 | Singapore | Cited for the principles guiding the court's discretion to allow new points on appeal. |
| In re Denley’s Trust Deed | Chancery Division | Yes | [1969] 1 Ch 373 | England and Wales | Cited in relation to arguments based on a Re Denley purpose trust. |
13. Applicable Rules
| Rule Name |
|---|
| Order 18 Rule 19(1) of the Rules of Court (2014 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| No applicable statutes | |
15. Key Terms and Keywords
15.1 Key Terms
- Affected Communities
- PNG Sustainable Development Program Ltd
- Ok Tedi Mining Limited
- Program Rules
- Fiduciary Duty
- Master Agreement
- Security Arrangements
- OTML
- BHP Group
- Western Province
- Mine
15.2 Keywords
- fiduciary duty
- corporate governance
- singapore
- court of appeal
- affected communities
- png sustainable development program
- ok tedi
- mining
- trust
- striking out
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Striking out | 90 |
| Fiduciary Duties | 80 |
| Civil Procedure | 75 |
| Trust Law | 60 |
| Corporate Law | 40 |
| Estoppel | 30 |
16. Subjects
- Fiduciary Duty
- Corporate Governance
- Civil Procedure
- Trust Law