Medica Singapore Pte Ltd v Chabtini Elias Georges: Dispute over SRS Mark Ownership and Breach of Fiduciary Duties
In Medica Singapore Pte Ltd v Chabtini Elias Georges, the High Court of Singapore addressed a claim by Medica Singapore Pte Ltd against Mr. Chabtini Elias Georges for breach of fiduciary duties related to the transfer of trademarks. Medica SG alleged that Mr. Chabtini wrongfully transferred the SRS Mark to EMA Aesthetics Limited. The court, presided over by Valerie Thean J, ruled in favor of Medica SG, ordering Mr. Chabtini to take steps to transfer the SRS Mark back to Medica SG in Indonesia and Taiwan and to compensate Medica SG for costs incurred in reversing unauthorized transfers. Mr. Chabtini's counterclaim for outstanding salary was admitted and paid by Medica SG before trial.
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
Medica SG sues Chabtini for transferring trademarks to EMA. The court found Chabtini breached fiduciary duties and ordered him to transfer the SRS Mark back.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Medica Singapore Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff | Won | |
| Chabtini Elias Georges | Defendant | Individual | Counterclaim Allowed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Andrew John Hanam | Andrew LLC |
| Suang Wijaya | Eugene Thuraisingam LLP |
4. Facts
- Medica SG is a Singapore-incorporated company in the business of wholesale medical equipment.
- Mr. Chabtini holds 48% of the shares in Medica SG and was formerly one of its directors.
- Ms. Seow holds 52% of the shares in Medica SG and is its sole director.
- The SRS Mark was registered in Singapore in Medica SG’s name on 9 June 2006.
- Mr. Chabtini transferred the SRS Mark registered in Medica SG’s name in Hong Kong, Indonesia, Thailand and Taiwan to EMA.
- Ms. Seow and Ms. Akl removed Mr. Chabtini as director of Medica SG on 19 October 2020.
- Mr. Chabtini’s defence was that the Marks were at all material times beneficially owned by SRSI.
5. Formal Citations
- Medica Singapore Pte Ltd v Chabtini Elias Georges, Suit No 56 of 2021, [2022] SGHC 234
6. Timeline
| Date | Event |
|---|---|
| Medica SG incorporated | |
| SRS Mark registered in Singapore | |
| SRSI incorporated in Belgium and SRSPL incorporated in Singapore | |
| Second Mark registered in Singapore | |
| Ms Akl transferred her shares in SRSI and SRSPL to Mr Chabtini | |
| EMA incorporated in Ireland | |
| Mr Chabtini applied to IPOS to transfer ownership of the Second Mark to EMA | |
| Mr Chabtini removed as director of Medica SG | |
| Mr Chabtini resigned as a director of Medica SG | |
| Medica SG commenced suit against Mr Chabtini | |
| Trial began | |
| Judgment issued | |
| Costs of the suit dealt with | |
| Reasons for decision furnished |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Mr. Chabtini breached his fiduciary duties as director of Medica SG by transferring the SRS Mark without authorization.
- Category: Substantive
- Certainty of Intention to Create a Trust
- Outcome: The court held that there was no certainty of intention to create a trust, as there was no oral agreement between Ms. Akl and Mr. Chabtini, and Mr. Chabtini's intention could not be attributed to the company.
- Category: Substantive
- Related Cases:
- [2015] 1 SLR 1097
- [2016] 5 SLR 372
- Attribution of Intention to a Company
- Outcome: The court held that Mr. Chabtini's intention to create a trust could not be attributed to Medica SG, as the authority to enter into business transactions lay with both directors jointly.
- Category: Procedural
- Related Cases:
- [2019] 3 SLR 132
- [1995] 2 AC 500
- Reverse Piercing of the Corporate Veil
- Outcome: The court held that insider reverse piercing of the corporate veil had no basis in authority as a matter of Singapore law.
- Category: Substantive
- Related Cases:
- [2018] 5 SLR 689
8. Remedies Sought
- Declaration of rightful ownership of the Marks
- Order for Mr Chabtini to transfer the SRS Mark back to Medica SG
- Damages for wrongful transfer
- Damages for loss of profits
9. Cause of Actions
- Breach of Fiduciary Duty
10. Practice Areas
- Commercial Litigation
- Intellectual Property Litigation
11. Industries
- Cosmetics
- Aesthetics
- Medical Equipment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Guy Neale and others v Nine Squares Pty Ltd | Court of Appeal | Yes | [2015] 1 SLR 1097 | Singapore | Cited for the principles governing the creation of an express trust, specifically the requirement of three certainties: intention, subject matter, and object. |
| The State-Owned Company Yugoimport SDPR (also known as Jugoimport-SDPR) v Westacre Investments Inc and other appeals | N/A | Yes | [2016] 5 SLR 372 | Singapore | Cited for the principle that certainty of intention requires clear evidence of an intention to create a trust and subject the trust property to trust obligations. |
| Ong Bee Chew v Ong Shu Lin | N/A | Yes | [2019] 3 SLR 132 | Singapore | Cited for the principles by which the acts of a natural person will be attributed to a company, derived from Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500. |
| Meridian Global Funds Management Asia Ltd v Securities Commission | Privy Council | Yes | [1995] 2 AC 500 | N/A | Cited for the rules of attribution of acts of a natural person to a company. |
| Jhaveri Darsan Jitendra and others v Salgaocar Anil Vassudeva and others | N/A | Yes | [2018] 5 SLR 689 | Singapore | Cited for the principle that insider reverse piercing of the corporate veil has no basis in authority as a matter of Singapore law. |
13. Applicable Rules
| Rule Name |
|---|
| O 22A r 9(3) of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- SRS Mark
- Skin Rejuvenation Solution
- Express trust
- Certainty of intention
- Fiduciary duty
- Beneficial ownership
- Attribution
- Reverse piercing of the corporate veil
15.2 Keywords
- trademark
- fiduciary duty
- trust
- Medica Singapore
- Chabtini
- SRS Mark
- Skin Rejuvenation Solution
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Trust Law | 75 |
| Fiduciary Duties | 60 |
| Director's Duties | 50 |
| Trademark Law | 40 |
| Corporate Law | 30 |
| Property Law | 20 |
| Contract Law | 20 |
16. Subjects
- Trust Law
- Intellectual Property
- Company Law
- Trademark Law