Gravitas International v Invictus Group: Assignment of Rights, Non-Assignment Clauses, and Inducement of Breach of Contract
In Gravitas International Associates Pte Ltd v Invictus Group Pte Ltd, the Singapore High Court addressed claims arising from a consultancy services contract and an employment contract. Gravitas International, as assignee of Gravitas Holdings Pte Ltd (GHPL), sued Invictus Group for unpaid fees, damages for breach of contract, and inducement of breach of an employment contract. The court, presided over by Lee Seiu Kin J, dismissed all claims, finding that Gravitas International lacked standing due to invalid assignment of rights under both contracts and failure to prove the claims on their merits.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Claims dismissed
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court judgment on assignment of contract rights, validity of non-assignment clauses, and inducement of breach of contract. Claims dismissed.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Gravitas International Associates Pte Ltd | Plaintiff | Corporation | Claim Dismissed | Lost | K V Sudeep Kumar, Airell Ang |
| Invictus Group Pte Ltd | Defendant | Corporation | Judgment for Defendant | Won | Han Wah Teng, Winston Chui |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| K V Sudeep Kumar | Magna Law Corporation |
| Airell Ang | Magna Law Corporation |
| Han Wah Teng | CTLC Law Corporation |
| Winston Chui | CTLC Law Corporation |
4. Facts
- Gravitas Holdings Pte Ltd (GHPL) entered into a contract with Invictus Group Pte Ltd for consultancy services related to an initial coin offering (ICO).
- The contract contained a clause requiring prior consent for any assignment of rights.
- GHPL assigned its rights under the contract to Gravitas International Associates Pte Ltd without seeking Invictus Group's prior consent.
- Gravitas International sued Invictus Group for unpaid fees, damages for breach of contract, and inducement of breach of an employment contract.
- The alleged breach of employment contract involved Invictus Group hiring Stefano Virgilli, an employee of GHPL.
- Invictus Group argued that the assignment was invalid due to the lack of prior consent and that Gravitas International lacked standing to sue.
- The court found that the non-assignment clause was valid and that the failure to obtain prior consent rendered the assignment invalid.
5. Formal Citations
- Gravitas International Associates Pte Ltd v Invictus Group Pte Ltd, Suit No 754 of 2020, [2022] SGHC 2
- Gravitas International Associates Pte Ltd v Stefano Virgilli, , HC/S 755/2020
6. Timeline
| Date | Event |
|---|---|
| Contract executed for provision of consultancy services relating to an initial coin offering | |
| Employment agreement between Gravitas Holdings Pte Ltd and Stefano Virgilli commenced | |
| Invictus Group Pte Ltd allegedly entered into a service or consultancy agreement with Stefano Virgilli | |
| Deed of assignment executed by Gravitas Holdings Pte Ltd to Gravitas International Associates Pte Ltd | |
| Statement of Claim filed | |
| Assignment brought to Defendant’s attention | |
| Defence filed | |
| Judgment rendered in Gravitas International Associates Pte Ltd v Stefano Virgilli | |
| Parties' evidence heard | |
| Written closing submissions tendered | |
| Reply submissions tendered | |
| Judgment reserved |
7. Legal Issues
- Validity of Assignment
- Outcome: The court held that the assignment was invalid due to the failure to obtain prior consent as required by the non-assignment clause in the contract.
- Category: Substantive
- Sub-Issues:
- Non-assignment clauses
- Prior consent requirement
- Related Cases:
- [1994] 1 AC 85
- Locus Standi
- Outcome: The court held that the Plaintiff lacked locus standi to bring the claims due to the invalid assignment.
- Category: Procedural
- Inducement of Breach of Contract
- Outcome: The court found that the Plaintiff failed to prove the elements of inducement of breach of contract, particularly the element of damages.
- Category: Substantive
- Related Cases:
- [2008] 1 AC 1
- Bare Right to Litigate
- Outcome: The court held that the right of action for inducing breach of the employment contract was a bare right to litigate and therefore not assignable.
- Category: Substantive
- Related Cases:
- [1982] AC 679
8. Remedies Sought
- Unpaid Fees
- Damages for Breach of Contract
- Damages for Inducement of Breach of Contract
9. Cause of Actions
- Breach of Contract
- Inducement of Breach of Contract
10. Practice Areas
- Commercial Litigation
- Contract Disputes
- Employment Disputes
11. Industries
- Finance
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd and another appeal | House of Lords | Yes | [1994] 1 AC 85 | England and Wales | Leading case on the interpretation and effect of non-assignment clauses, holding that the consequence of such a clause depends on the construction of the contract. |
| Helstan Securities Ltd v Hertfordshire County Council | N/A | Yes | [1978] 3 All ER 262 | England and Wales | Cited for Professor Roy Goode's analysis of non-assignment clauses and their alternative interpretations. |
| Total English Learning Global Pte Ltd v Kids Counsel Pte Ltd | High Court | Yes | [2014] SGHC 258 | Singapore | Applied the principles in Linden Gardens to the local context in Singapore. |
| Arris Solutions, Inc v Asian Broadcasting Network (M) Sdn Bhd | Singapore International Commercial Court | Yes | [2017] 4 SLR 1 | Singapore | Applied Linden Gardens, ruling that an assignment without prior consent is only effective between assignor and assignee, not binding the other contracting party. |
| Lucky Realty Co Pte Ltd v HSBC Trustee (Singapore) Ltd | Court of Appeal | Yes | [2016] 1 SLR 1069 | Singapore | Reiterated the importance of starting with the text of any contract when interpreting it. |
| Nokes v Doncaster Amalgamated Collieries Ltd | House of Lords | Yes | [1940] AC 1014 | England and Wales | Established that the right to receive services of an employee under a contract of employee is a personal right which cannot be validly assigned without the employee’s consent. |
| Trendtex Trading Corp v Credit Suisse | House of Lords | Yes | [1982] AC 679 | England and Wales | Established that an assignment of a right of action will not necessarily be struck down as savouring of maintenance or champerty, depending on whether the assignee can show a “genuine commercial interest”. |
| Lim Lie Hoa and another v Ong Jane Rebecca | Court of Appeal | Yes | [1997] 1 SLR(R) 775 | Singapore | Referred to salient portions of the House of Lords’ reasoning in Trendtex with approval. |
| OBG Ltd v Allan | House of Lords | Yes | [2008] 1 AC 1 | England and Wales | Explained that liability for inducing another’s breach of contract is a form of secondary liability. |
| EFT Holdings, Inc v Marinteknik Shipbuilders (S) Pte Ltd | N/A | Yes | [2014] 1 SLR 860 | Singapore | Adopted the view that liability for inducing another’s breach of contract is a form of secondary liability. |
| Hendry v Chartsearch Ltd | N/A | Yes | [1998] CLC 1382 | England and Wales | Discussed the issue of whether an assignment may be effective if consent could not have been unreasonably withheld, even if prior consent was not sought. |
| Barrow v Isaacs & Son | N/A | Yes | [1891] 1 QB 417 | England and Wales | Established that if the lessor’s consent is required for an assignment, failure to obtain such consent is fatal to any assignment attempted by the lessee. |
| Eastern Telegraph Co Ltd v Dent | N/A | Yes | [1899] 1 QB 835 | England and Wales | Established that if the lessor’s consent is required for an assignment, failure to obtain such consent is fatal to any assignment attempted by the lessee. |
| Norwich Union Life Insurance Society v Shopmoor Ltd | N/A | Yes | [1999] 1 WLR 531 | England and Wales | Decision following Hendry v Chartsearch. |
| Greymouth Gas Kaimiro Ltd v GXL Royalties Ltd | Supreme Court | Yes | [2011] 1 NZLR 289 | New Zealand | Decision following Hendry v Chartsearch. |
| Fulham Partners LLC v National Australia Bank Ltd | Supreme Court of New South Wales | Yes | [2013] NSWCA 296 | Australia | Decision following Hendry v Chartsearch. |
| First Abu Dhabi Bank PJSC (Formerly National Bank of Abu Dhabi PJSC) v BP Oil International Limited | N/A | Yes | [2018] EWCA Civ 14 | England and Wales | Expressed a preference for the 'contract view' of non-assignment clauses, had the court not been constrained by Linden Gardens. |
| Barbados Trust Co Ltd v Bank of Zambia and another | N/A | Yes | [2007] 2 All ER (Comm) 445 | England and Wales | Held that a declaration of a trust over a chose in action, in favour of an intended assignee, can escape the effect of a non-assignment clause. |
| Don King Productions Inc v Warren and others | N/A | Yes | [1998] 2 All ER 608 | England and Wales | Held that a declaration of a trust over a chose in action, in favour of an intended assignee, can escape the effect of a non-assignment clause. |
| Beckham v Drake | House of Lords | Yes | (1849) 2 HLC 579 | England and Wales | Held that a sum due to an employee pursuant to his employment contract was validly assigned to and taken over by his trustees in bankruptcy. |
| Defries v Milne | N/A | Yes | [1913] 1 Ch 98 | England and Wales | Historically, the law has tended to view assignments of rights of action in tort as invalid. |
| Camdex International Ltd v Bank of Zambia | N/A | Yes | [1998] QB 22 | England and Wales | The law has developed in such a way as to treat debts as a kind of property, such that rights of action which need to be exercised in order to vindicate that property, are merely an incident of the property. |
| Clearlab SG Pte Ltd v Ting Chong Chai | N/A | Yes | [2015] 1 SLR 163 | Singapore | Outlined the elements for the tort of inducement of breach of contract. |
| Wong Sung Boon v Fuji Xerox Singapore Pte Ltd | High Court | Yes | [2021] SGHC 24 | Singapore | Cited the 'minimum legal obligation rule' where an employee fails to give sufficient notice in breach of contract, the quantum of the employer’s claim is limited to the salary representing the period of notice which should have been given. |
| Alexander Proudfoot Productivity Services Co S’pore Pte Ltd v Sim Hua Ngee Alvin and another appeal | N/A | Yes | [1992] 3 SLR(R) 933 | Singapore | Established the 'minimum legal obligation rule' where an employee fails to give sufficient notice in breach of contract, the quantum of the employer’s claim is limited to the salary representing the period of notice which should have been given. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Misrepresentation Act (Cap 390) s 2 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Assignment
- Non-Assignment Clause
- Locus Standi
- Inducement of Breach of Contract
- Initial Coin Offering
- Bare Right to Litigate
- Prior Consent
- Repudiatory Breach
15.2 Keywords
- assignment
- non-assignment clause
- contract
- breach of contract
- tort
- inducement
- employment
- ICO
- Singapore
- Gravitas
- Invictus
16. Subjects
- Contract Law
- Assignment
- Tort Law
- Employment Law
17. Areas of Law
- Contract Law
- Assignment
- Choses in Action
- Tort Law
- Maintenance and Champerty
- Employment Law