Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd: Agency, Fiduciary Duties & Contractual Disputes

In Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd, the Singapore High Court addressed claims by Commodities Intelligence Centre Pte Ltd (CIC) against Mako International Trd Pte Ltd (Mako), Zhuang Sheng, and Chua Yi Yang, alleging breach of agency and fiduciary duties, misrepresentation, conspiracy, and dishonest assistance. CIC claimed losses exceeding US$1.7 million due to the defendants' actions as its purported agents. Mako counterclaimed for unpaid fees. The court dismissed CIC's claims, finding that Mako was not CIC's agent or fiduciary and allowed Mako's counterclaim for US$10,281.43.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

All causes of action of Commodities Intelligence Centre Pte Ltd are dismissed, and Mako International Trd Pte Ltd's counterclaim for US$10,281.43 is allowed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving Commodities Intelligence Centre's claims against Mako International for breach of agency and fiduciary duties.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Commodities Intelligence Centre Pte LtdPlaintiff, Defendant in CounterclaimCorporationClaim DismissedLost
Mako International Trd Pte LtdDefendant, Plaintiff in CounterclaimCorporationCounterclaim AllowedPartial
Zhuang ShengDefendantIndividualClaim DismissedLost
Chua Yi YangDefendantIndividualClaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudgeYes

4. Counsels

Counsel NameOrganization
Harish KumarRajah & Tann Singapore LLP
Marissa Zhao YunanRajah & Tann Singapore LLP
Tng Sheng RongRajah & Tann Singapore LLP
Oon Guohao JonathanRajah & Tann Singapore LLP
Yong Yi XianRajah & Tann Singapore LLP
Brinden AnandakumarFullerton Law Chambers LLC
Eng Zixuan EdmundFullerton Law Chambers LLC
Tan Sheng Li JamesFullerton Law Chambers LLC
Chang Chee JunFullerton Law Chambers LLC

4. Facts

  1. CIC engaged Mako to develop its business in the Indonesian commodities market.
  2. A Service Agreement was entered into between CIC and Mako.
  3. Mako sourced a back-to-back trade for CIC involving nickel ore.
  4. The nickel ore cargo failed to meet specifications, causing losses to CIC.
  5. CIC filed a suit against Mako, Zhuang Sheng, and Chua Yi Yang, alleging breach of duties.
  6. Mako counterclaimed for unpaid fees under the Service Agreement.

5. Formal Citations

  1. Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd and others, Suit No 924 of 2019, [2022] SGHC 131

6. Timeline

DateEvent
Commodities Intelligence Centre Pte Ltd incorporated.
Mako International Trd Pte Ltd incorporated.
Jonathan and Wayne introduced to CIC.
Platform officially launched in Singapore.
Appointment of Mako as agent by way of written agreement.
Mako procured a back-to-back trade for CIC.
CIC filed a notice of arbitration against Toshida.
Yu Wei’s Affidavit of Evidence-in-Chief
Zhuang Sheng’s Affidavit of Evidence-in-Chief
Li Xiaolin’s Affidavit of Evidence-in-Chief
Statement of Claim (Amendment No 3)
Defence and Counterclaim (Amendment No 2)
Reply and Defence to Counterclaim
Plaintiff’s Closing Submissions
Defendants’ Closing Submissions
Plaintiff’s Reply Submissions
Defendants’ Reply Submissions
Agreed Bundle of Documents
NEs
NEs
NEs
NEs
NEs
NEs
Judgment reserved.

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court held that Mako was not a fiduciary of CIC, and therefore, there was no breach of fiduciary duty.
    • Category: Substantive
  2. Breach of Contract
    • Outcome: The court found that Mako did not breach its duty of care and skill in performing the Service Agreement.
    • Category: Substantive
  3. Misrepresentation
    • Outcome: The court dismissed CIC's claim for misrepresentation, finding that the alleged misrepresentations were either not false or that CIC did not rely on them.
    • Category: Substantive
  4. Conspiracy
    • Outcome: The court dismissed CIC's conspiracy claims, finding no factual basis to support the allegations.
    • Category: Substantive
  5. Dishonest Assistance
    • Outcome: The court dismissed CIC's claim for dishonest assistance, finding that Mako was not a fiduciary.
    • Category: Substantive
  6. Piercing the Corporate Veil
    • Outcome: The court found that even if CIC had established any of its causes of action against Mako, it would not have been appropriate to pierce its corporate veil.
    • Category: Procedural

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Fiduciary Duty
  • Negligence
  • Misrepresentation
  • Conspiracy
  • Dishonest Assistance
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Contract Disputes
  • Breach of Fiduciary Duty

11. Industries

  • Commodities Trading
  • E-commerce

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Btech Engineering Pte Ltd v Novellers Pte LtdHigh CourtYes[2019] SGHC 171SingaporeCited regarding the court’s power under O 24 r 16(1) of the Rules of Court to strike out a defence for failure to comply with discovery obligations.
Alliance Management SA v Pendleton Lane PCourt of AppealYes[2008] 4 SLR(R) 1SingaporeCited regarding the principle underlying the power in O 24 r 16(1) and the public interest in the administration of justice.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SACourt of AppealYes[2018] 1 SLR 894SingaporeCited regarding the principle that a witness’s evidence must remain his own and cannot be supplanted by that of another.
Jasviderbir Sing Sethi and another v Sandeep Singh Bhatia and anotherHigh CourtYes[2021] SGHC 14SingaporeCited regarding the weight to be given to evidence where there is collusion in the preparation of affidavits of evidence-in-chief.
Scott v DavisHigh Court of AustraliaYes(2000) 204 CLR 333AustraliaCited for the definition of agency as the authority or capacity in one person to create legal relations between a principal and third parties.
International Harvester Co of Australia Pty Ltd v Carrigan’s Hazeldene Pastoral CoHigh Court of AustraliaYes(1958) 100 CLR 644AustraliaCited for the definition of agency as the authority or capacity in one person to create legal relations between a principal and third parties.
Mayor and Burgesses of the London Borough of Haringey v Ahmed and anotherCourt of Appeal of England and WalesYes[2017] EWCA Civ 1861England and WalesCited for the definition of agency as the fiduciary relationship which exists between two persons, one of whom expressly or impliedly manifests assent that the other should act on his behalf so as to affect his legal relations with third parties.
UBS AG (London Branch) v Kommunale Wasserwerke Leipzig GmbHCourt of Appeal of England and WalesYes[2017] EWCA Civ 1567England and WalesCited for the definition of agency as the fiduciary relationship which exists between two persons, one of whom expressly or impliedly manifests assent that the other should act on his behalf so as to affect his legal relations with third parties.
Bristol and West Building Society v MothewChancery DivisionYes[1998] Ch 1England and WalesCited for the duties of loyalty and to act bona fide in the best interests of the principal.
Sim Poh Ping v Winsta Holding Pte Ltd and another and other appealsCourt of AppealYes[2020] 1 SLR 1199SingaporeCited for the duties of loyalty and to act bona fide in the best interests of the principal.
Pengelly v Business Mortgage Finance 4 plcHigh Court of JusticeYes[2021] 1 All ER (Comm) 1191England and WalesCited for the proposition that not all agents are fiduciaries.
First Energy (UK) Ltd v Hungarian International Bank LtdCourt of Appeal of England and WalesYes[1993] 2 Lloyd’s Rep 194England and WalesCited regarding the law's preference for the interests of third parties over those of the grantor of power in agency relationships.
Turf Club Auto Emporium Pte Ltd v Yeo Boong HuaCourt of AppealYes[2018] 2 SLR 655SingaporeCited regarding the presumption that an agent who lacks the power to alter his principal’s legal position owes fiduciary duties.
Tan Yok Koon v Tan Choo Suan and another and other appealsCourt of AppealYes[2017] 1 SLR 654SingaporeCited for the principle that a fiduciary relationship can arise if the putative fiduciary voluntarily places himself in a position where the law can subjectively impute an intention on his part to undertake fiduciary duties.
Susilawati v American Express Bank LtdHigh CourtYes[2009] 2 SLR(R) 737SingaporeCited for the factors to consider in determining whether the imputation of an intention to undertake fiduciary duties is appropriate.
Frame v SmithSupreme Court of CanadaYes[1987] 2 SCR 99CanadaCited for the factors to consider in determining whether the imputation of an intention to undertake fiduciary duties is appropriate.
Burdett v MillerUS Court of Appeals for the Seventh CircuitYes957 F.2d 1375 (7th Cir 1992)United StatesCited for the principle that a fiduciary relation arises if one person has reposed trust and confidence in another who thereby gains influence and superiority over the other.
Bhullar v BhullarCourt of Appeal of England and WalesYes[2003] EWCA Civ 424England and WalesCited regarding the duty of undivided loyalty owed by a fiduciary.
Ng Giap Hon v Westcomb Securities Pte Ltd and othersCourt of AppealYes[2009] 2 SLR(R) 518SingaporeCited regarding the rejection of the existence of an implied term of good faith at law.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealCourt of AppealYes[2013] 4 SLR 193SingaporeCited regarding the test for implying terms in fact into a contract.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam) v Buthmanaban s/o Vaithilingam and anotherHigh CourtYes[2015] 5 SLR 1422SingaporeCited regarding the importance of pleadings.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology AgencyCourt of AppealYes[2007] 4 SLR(R) 100SingaporeCited regarding the test for establishing a duty of care in negligence.
Broadley Construction Pte Ltd v Alacran Design Pte LtdHigh CourtYes[2018] 2 SLR 110SingaporeCited regarding the elements of fraudulent misrepresentation.
Ma Hongjin v Sim Eng TongHigh CourtYes[2021] SGHC 84SingaporeCited regarding the elements of negligent misrepresentation.
Nagase Singapore Pte Ltd v Ching Kai HuatCourt of AppealYes[2008] 1 SLR(R) 80SingaporeCited regarding the elements of conspiracy.
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and anotherCourt of AppealYes[2014] 1 SLR 860SingaporeCited regarding the elements of conspiracy.
Royal Brunei Airlines Sdn Bhd v TanPrivy CouncilYes[1995] AC 378United KingdomCited regarding the definition of dishonesty in the context of dishonest assistance.
George Raymond Zage III v Ho Chi KwongHigh CourtYes[2010] 2 SLR 589SingaporeCited regarding the definition of dishonesty in the context of dishonest assistance.
Regal (Hastings) Ltd v Gulliver and othersHouse of LordsYes[1967] 2 AC 134United KingdomCited regarding the principle that the rule of equity which insists on those, who by use of a fiduciary position make a profit, being liable to account for that profit, in no way depends on fraud, or absence of bona fides.
Mona Computer Systems (S) Pte Ltd v Singaravelu MuruganCourt of AppealYes[2014] 1 SLR 847SingaporeCited regarding the principle that the rule of equity which insists on those, who by use of a fiduciary position make a profit, being liable to account for that profit, in no way depends on fraud, or absence of bona fides.
Alwie Handoyo v Tjong Very Sumito and another and another appealCourt of AppealYes[2013] 4 SLR 308SingaporeCited regarding the alter ego ground for piercing the corporate veil.
Gilford Motor Co v HorneCourt of Appeal of England and WalesYes[1933] Ch 935England and WalesCited regarding piercing the corporate veil.
Jones v LipmanHigh Court of JusticeYes[1962] 1 WLR 832England and WalesCited regarding piercing the corporate veil.
Prest v Petrodel Resources Ltd and othersSupreme Court of the United KingdomYes[2013] 2 AC 415United KingdomCited regarding piercing the corporate veil.
Simgood Pte Ltd v MLC Shipbuilding Sdn Bhd and othersHigh CourtYes[2016] 1 SLR 1129SingaporeCited regarding piercing the corporate veil.
Stone & Rolls Ltd v Moore StephensHouse of LordsYes[2009] AC 1391United KingdomCited regarding piercing the corporate veil.
Miliangos v George Frank (Textiles)House of LordsYes[1976] AC 443United KingdomCited regarding the conversion of foreign currency to local currency for enforcement purposes.

13. Applicable Rules

Rule Name
Rules of Court (Cap 322, R 5, 2014 Rev Ed), O 24 r 16(1)

14. Applicable Statutes

Statute NameJurisdiction
Misrepresentation Act (Cap 390, 1994 Rev Ed), s 2Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Agency
  • Fiduciary Duty
  • Service Agreement
  • Nickel Ore
  • Back-to-Back Trade
  • Misrepresentation
  • Conspiracy
  • Dishonest Assistance
  • Corporate Veil

15.2 Keywords

  • agency
  • fiduciary duty
  • contract
  • commodities
  • Singapore
  • litigation

17. Areas of Law

Area NameRelevance Score
Agency Law75
Contract Law65
Misrepresentation55
Fiduciary Duties50
Company Law40
Conspiracy by Unlawful Means30
Corporate Law30
Corporate Litigation30
Commercial Law30
Lifting corporate veil25

16. Subjects

  • Agency Law
  • Contract Law
  • Fiduciary Duties
  • Commercial Litigation
  • Commodities Trading