Sumifru Singapore v. Ishizuka: Breach of Fiduciary Duty & Secret Profits in Shipping Arrangements
In Sumifru Singapore Pte Ltd v Felix Santos Ishizuka and others, the High Court of Singapore heard a claim by Sumifru against its former employee, Felix Santos Ishizuka, and two companies he controlled, Multiport Maritime Corporation and Multiport Maritime Pte Ltd, for breach of fiduciary duties. Sumifru alleged that Felix made secret profits through unauthorized time charters, Unifrutti rebates, undisclosed Laysun offers, and secret bunker commissions. The court found the defendants liable, dismissing Multiport BVI's counterclaim and ordering an account of profits.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Sumifru sues ex-employee Ishizuka for breaching fiduciary duties by making secret profits via unauthorized shipping deals. Judgment for Sumifru.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sumifru Singapore Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Felix Santos Ishizuka | Defendant | Individual | Liable for breach of fiduciary duties | Lost | |
| Multiport Maritime Corporation | Defendant | Corporation | Liable for dishonest assistance | Lost | |
| Multiport Maritime Pte Ltd | Defendant | Corporation | Liable for dishonest assistance | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Vincent Hoong | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Sumifru is in the business of sourcing, producing, shipping, marketing, and distributing fresh fruits.
- Felix joined Sumifru in 2010 and was later given the title of Shipping Director.
- Felix was also the CEO and President of Davao Multiport Shipping Corporation.
- Multiport BVI was incorporated by Felix to run his shipping and trading business.
- Multiport SG is in the business of ship bunkering and ship brokering.
- Felix persuaded shipowners to contract with Multiport BVI by representing it as Sumifru's ship chartering arm.
- Felix concealed Laysun's offers to ship Sumifru's products at a lower rate.
5. Formal Citations
- Sumifru Singapore Pte Ltd v Felix Santos Ishizuka and others, Suit No 310 of 2018, [2022] SGHC 14
6. Timeline
| Date | Event |
|---|---|
| Sumifru Singapore Pte Ltd incorporated | |
| Felix Santos Ishizuka joined Sumifru | |
| Davao Multiport Shipping Corporation established | |
| Felix's employment with Sumifru renewed; title of 'Shipping Director' given | |
| Multiport Maritime Corporation incorporated | |
| Multiport BVI entered into agreement with Sumifru and Itochu Enex Co Ltd | |
| Multiport Maritime Pte Ltd incorporated | |
| Multiport BVI entered into contracts with shipowners for time charters | |
| Sumifru asked about two vessels purportedly time chartered | |
| Felix suspended by Sumifru | |
| Meeting held between Felix, Paul, and representatives from Sumifru and lawyers | |
| Mareva injunction issued against the defendants | |
| Paul Edmund S Cuyegkeng's AEIC dated | |
| Angela Goh Sien Hwee's AEIC dated | |
| Felix Santos Ishizuka's AEIC dated | |
| Hearing commenced | |
| Plaintiff's Reply Submissions dated | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Felix owed fiduciary duties to Sumifru and breached those duties by interposing Multiport BVI, diverting rebates, and arranging secret bunker commissions.
- Category: Substantive
- Sub-Issues:
- Conflict of interest
- Making secret profits
- Failure to act in best interests
- Related Cases:
- [2013] 1 SLR 1310
- [2015] 1 SLR 163
- [2009] 2 SLR(R) 737
- [2021] 4 SLR 1317
- Dishonest Assistance
- Outcome: The court found that Multiport BVI and Multiport SG dishonestly assisted Felix in breaching his fiduciary duties.
- Category: Substantive
- Related Cases:
- [2010] 2 SLR 589
- Knowing Receipt
- Outcome: The court did not find sufficient evidence to support a claim of knowing receipt.
- Category: Substantive
- Related Cases:
- [2010] 2 SLR 589
- [2019] 2 SLR 595
- Unlawful Means Conspiracy
- Outcome: The court did not find sufficient evidence to support a claim of conspiracy by unlawful means.
- Category: Substantive
- Related Cases:
- [2014] 1 SLR 860
- Equitable Allowance
- Outcome: The court denied Felix an equitable allowance, finding that he had deliberately placed himself in a position of conflict of interest.
- Category: Substantive
- Related Cases:
- [2014] 1 SLR 847
- [2020] 3 SLR 1329
8. Remedies Sought
- Account of Profits
- Damages
9. Cause of Actions
- Breach of Fiduciary Duty
- Dishonest Assistance
- Knowing Receipt
- Conspiracy by Unlawful Means
10. Practice Areas
- Commercial Litigation
- Shipping
- Breach of Fiduciary Duty
11. Industries
- Shipping
- Agriculture
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Deutsche Bank AG v Chang Tse Wen | High Court | Yes | [2013] 1 SLR 1310 | Singapore | Cited for the principles regarding the existence of fiduciary relationships. |
| Clearlab SG Pte Ltd v Ting Chong Chai | High Court | Yes | [2015] 1 SLR 163 | Singapore | Cited for the principle that the imposition of fiduciary obligations on an employee is the exception rather than the norm. |
| Susilawati v American Express Bank Ltd | Court of Appeal | Yes | [2009] 2 SLR(R) 737 | Singapore | Cited for the indicia to guide the court in deciding whether the imposition of a fiduciary obligation would be appropriate. |
| New Ping Ping Pauline v Eng’s Noodles House Pte Ltd and others | High Court | Yes | [2021] 4 SLR 1317 | Singapore | Cited for the principle that employees subject to a high degree of supervision are typically not regarded as fiduciaries. |
| George Raymond Zage III v Ho Chi Kwong | Court of Appeal | Yes | [2010] 2 SLR 589 | Singapore | Cited for the elements of dishonest assistance and knowing receipt. |
| Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd) | Court of Appeal | Yes | [2014] 3 SLR 329 | Singapore | Cited for the rules of attribution for determining a company's state of mind. |
| Meridian Global Funds Management Asia Ltd v Securities Commission | Privy Council | Yes | [1995] 2 AC 500 | United Kingdom | Cited for the rules of attribution for determining a company's state of mind. |
| MKC Associates Co Ltd and another v Kabushiki Kaisha Honjin and others (Neo Lay Hiang Pamela and another, third parties; Honjin Singapore Pte Ltd and others, fourth parties) | High Court | Yes | [2017] SGHC 317 | Singapore | Cited for the principle that a company is attributed with the state of mind of its directing mind. |
| Zhou Weidong v Liew Kai Lung and others | High Court | Yes | [2018] 3 SLR 1236 | Singapore | Cited for the principle that a company is attributed with the state of mind of its directing mind. |
| Bilta (UK) Ltd (in liquidation) and others v Nazir and others (No 2) | Court of Appeal | Yes | [2015] 2 WLR 1168 | England and Wales | Cited for the principle that a company is attributed with the state of mind of its directing mind. |
| Lim Suat Hua v Singapore Health Partners Pte Ltd | High Court | Yes | [2012] 2 SLR 805 | Singapore | Cited for the principle that a person under a fiduciary obligation may be released from liability by agreement or consent from the beneficiary. |
| Goh Chan Peng and others v Beyonics Technology Ltd and another and another appeal | Court of Appeal | Yes | [2017] 2 SLR 592 | Singapore | Cited for the principle that a person under a fiduciary obligation may be released from liability by agreement or consent from the beneficiary. |
| Higgins, Danial Patrick v Mulacek, Philippe Emanuel and others and another suit | High Court | Yes | [2016] 5 SLR 848 | Singapore | Cited for the principle that a person under a fiduciary obligation may be released from liability by agreement or consent from the beneficiary. |
| Mona Computer Systems (S) Pte Ltd v Singaravelu Murugan | Court of Appeal | Yes | [2014] 1 SLR 847 | Singapore | Cited for the principles regarding equitable allowance for fiduciaries in breach. |
| UVH and another v UVJ and others | High Court | Yes | [2020] 3 SLR 1329 | Singapore | Cited for the principles regarding equitable allowance for fiduciaries in breach. |
| EFT Holdings, Inc v Marinteknik Shipbuilders (S) Pte Ltd | Court of Appeal | Yes | [2014] 1 SLR 860 | Singapore | Cited for the elements required to establish a claim for conspiracy by unlawful means. |
| Bi Xiaoqiong (in her personal capacity and as trustee of the Xiao Qiong Bi Trust and the Alisa Wu Irrevocable Trust) v China Medical Technologies, Inc (in liquidation) and another | High Court | Yes | [2019] 2 SLR 595 | Singapore | Cited for the elements of knowing receipt. |
| Aljunied-Hougang Town Council and another v Lim Swee Lian Sylvia and others and another suit | High Court | Yes | [2019] SGHC 241 | Singapore | Cited for the but-for causation required in respect of claims for breach of fiduciary duties. |
| JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others | Court of Appeal | Yes | [2021] 1 SLR 1298 | Singapore | Cited for the requirements for granting a post-judgment Mareva injunction. |
| Sumifru Singapore Pte Ltd v Felix Santos Ishizuka and others | High Court | Yes | [2020] 4 SLR 904 | Singapore | Cited for concerns with the conduct of the defendants. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Civil Law Act 1909 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Time Charters
- Reefer Vessels
- Unifrutti Rebates
- Bunker Commissions
- Shipping Director
- Fiduciary Duty
- Dishonest Assistance
- Shipping Arrangements
- Voyage Charters
- Charter Hire
15.2 Keywords
- fiduciary duty
- shipping
- secret profits
- dishonest assistance
- time charters
- Sumifru
- Ishizuka
- Multiport
17. Areas of Law
16. Subjects
- Fiduciary Duty
- Shipping
- Commercial Law
- Equity