Oni Global Pte Ltd v Wong Yong Kai: Conspiracy Claim & Service Out of Jurisdiction
In Oni Global Pte Ltd v Wong Yong Kai, the Singapore High Court dismissed the plaintiff, Oni Global Pte Ltd's appeal against the Assistant Registrar's decision to set aside the leave to serve out of jurisdiction. Oni Global had commenced Suit 821 of 2021 against the defendant, Wong Yong Kai, alleging conspiracy to damage or destroy Oni Global's business. The court found that Oni Global had not shown a good and arguable case under Order 11 rules 1(p) and 1(f) of the Rules of Court. The court also noted the risk of conflicting judgments with ongoing US arbitration proceedings involving Oni Global's subsidiaries.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Plaintiff's appeal is dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court dismisses Oni Global's appeal, setting aside leave to serve out of jurisdiction in a conspiracy claim against Wong Yong Kai.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Oni Global Pte Ltd | Appellant | Corporation | Appeal Dismissed | Lost | |
| Wong Yong Kai | Respondent | Individual | Appeal Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Choo Han Teck | Judge of the High Court | Yes |
4. Counsels
4. Facts
- The plaintiff, Oni Global Pte Ltd, is a distributor and franchisee of the nutritional foods brand “GNC”.
- The defendant, Wong Yong Kai, is the director and Vice Chairman of GNC LLC and holds an executive position in companies associated with Harbin Pharmaceutical Group.
- The plaintiff alleged that the defendant conspired with GNC LLC and Harbin Pharmaceutical Group to damage or destroy the plaintiff’s business.
- The plaintiff claimed the conspiracy was driven by a personal vendetta against its director, Cynthia Poa.
- GNC LLC terminated the ONI Subsidiaries’ internet distribution rights and franchise agreements.
- GNC LLC sought an injunction to compel the ONI Subsidiaries to surrender their leases and stop selling GNC products.
- GNC LLC rescinded its approval for the plaintiff to sell certain “LAC” brand products in GNC retail stores worldwide.
5. Formal Citations
- Oni Global Pte Ltd v Wong Yong Kai, Suit No 821 of 2021(Registrar’s Appeal No 81 of 2022), [2022] SGHC 136
6. Timeline
| Date | Event |
|---|---|
| Plaintiff commenced Suit 821 of 2021 against the defendant. | |
| Plaintiff applied ex parte for leave to serve the suit on the defendant out of jurisdiction. | |
| Court granted the plaintiff leave to serve out of jurisdiction. | |
| Defendant entered an appearance. | |
| Defendant applied to challenge and set aside the order for service out of jurisdiction. | |
| Judgment reserved. | |
| Judgment delivered. | |
| GNC LLC filed a motion to add the plaintiff as a party to the arbitration. |
7. Legal Issues
- Conspiracy to injure
- Outcome: The court found that the plaintiff failed to show a good and arguable case that the defendant had a predominant intention to injure the plaintiff.
- Category: Substantive
- Sub-Issues:
- Predominant intention to injure
- Lawful means conspiracy
- Unlawful means conspiracy
- Related Cases:
- [1920] 2 KB 497
- Service out of jurisdiction
- Outcome: The court dismissed the plaintiff's appeal, upholding the decision to set aside the leave to serve out of jurisdiction.
- Category: Procedural
- Reflective Loss Principle
- Outcome: The court found that the plaintiff was barred by the reflective loss principle to sue for any loss of dividends or loss of share value as a result of the losses of its subsidiaries.
- Category: Substantive
- Related Cases:
- [2021] SGCA 116
- Said v Butt Rule
- Outcome: The court found that the plaintiff has not shown a “good and arguable case” that the defendant should not be protected under the Said v Butt rule.
- Category: Substantive
- Related Cases:
- [1920] 2 KB 497
8. Remedies Sought
- Damages
9. Cause of Actions
- Conspiracy
10. Practice Areas
- Commercial Litigation
11. Industries
- Retail
- Pharmaceutical
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Said v Butt | King's Bench | Yes | [1920] 2 KB 497 | England and Wales | Cited for the rule that a director acting bona fide within their authority is immune from tortious liability for procuring the company's breach of contract. |
| Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd | Singapore Court of Appeal | Yes | [2021] SGCA 116 | Singapore | Cited for the principle that a shareholder cannot sue for diminution in shareholdings due to loss suffered by their company (reflective loss principle). |
| Arul Chandran v Gartshore and others | High Court | Yes | [2000] 1 SLR(R) 436 | Singapore | Cited for the principle that loss of goodwill is not a recognized category of loss recoverable under a claim for conspiracy. |
| Syed Ahmad Jamal Alsagoff v Harun bin Syed Hussain Aljunied | High Court | Yes | [2017] 3 SLR 386 | Singapore | Cited for the principle that the defendant could have been acting in what they perceived to be their best interest, in which case, there would not be a predominant intention to injure the plaintiff. |
| PT Sandipala Arthaputra and others v ST Microelectronics Asia Pacific Pte Ltd and others | High Court | Yes | [2018] 1 SLR 818 | Singapore | Cited for the principle that a director who acts bona fide within the scope of his authority is immune from tortious liability for procuring his company’s breach of contract, even if he had the predominant intention of causing loss to another. |
| Chong Hon Kuan v Levy Maurice and others | High Court | Yes | [2004] 4 SLR(R) 801 | Singapore | Cited for the principle that for cases of lawful conspiracy, “something more” beyond a predominant intention to injure would be required to take the director out of the protection of the Said v Butt rule. |
13. Applicable Rules
| Rule Name |
|---|
| Order 11 rules 1(p) and 1(f) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Conspiracy
- Service out of jurisdiction
- Reflective loss
- Predominant intention to injure
- Said v Butt rule
- Good and arguable case
- ONI Subsidiaries
- GNC LLC
- Harbin Pharmaceutical Group
15.2 Keywords
- Conspiracy
- Service out of jurisdiction
- Reflective loss
- Singapore High Court
- Commercial Litigation
17. Areas of Law
16. Subjects
- Civil Procedure
- Conspiracy
- Tort
- Company Law