Mytsyk v Med Travel: Statutory Derivative Action & Director's Duties
Viktoriia Mytsyk applied for leave to bring a statutory derivative action on behalf of Med Travel Pte Ltd against Amunugama Anushka Bandara for breaches of director's duties. The General Division of the High Court, presided over by Justice Mavis Chionh Sze Chyi, dismissed the application, finding that Ms. Mytsyk did not demonstrate good faith and was pursuing a collateral purpose related to a separate ongoing lawsuit.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Oral Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Application for leave to bring a derivative action for breaches of director's duties was dismissed due to lack of good faith.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Mytsyk, Viktoriia | Applicant | Individual | Application dismissed | Lost | |
| Med Travel Pte Ltd | Respondent | Corporation | Application dismissed | Won | |
| Amunugama Anushka Bandara | Respondent | Individual | Application dismissed | Won |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Mavis Chionh Sze Chyi | Judge of the High Court | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lim Tean | Carson Law Chambers |
| Wong Li-Yen Dew | Dew Chambers |
4. Facts
- Ms. Mytsyk and Mr. Anushka were previously married and involved in Med Travel and Health & Help.
- Ms. Mytsyk filed a civil suit (S 1247) against Mr. Anushka and Med Travel, claiming beneficial ownership of the companies.
- Ms. Mytsyk alleged Mr. Anushka misappropriated company funds, forged financial documents, and diverted income.
- Mr. Anushka claimed a 'Mutual Understanding' existed, treating the companies as a 'Family Business'.
- Ms. Mytsyk sought leave to bring a derivative action against Mr. Anushka for breaches of director's duties.
- The court found that many of the allegations in the derivative action overlapped with issues in the existing civil suit.
- The court determined Ms. Mytsyk was pursuing a collateral purpose and lacked good faith.
5. Formal Citations
- Mytsyk, Viktoriia v Med Travel Pte Ltd and another, Originating Summons No 987 of 2021, [2022] SGHC 75
6. Timeline
| Date | Event |
|---|---|
| Med Travel was incorporated | |
| Mr Anushka transferred 50% of Med Travel shares to Mr Liaskovskyi | |
| Ms Mytsyk and Mr Anushka married | |
| Mr Liaskovskyi transferred 50% of Med Travel shares to Ms Mytsyk | |
| Ms Mytsyk was appointed a director of Med Travel | |
| Ms Mytsyk commenced divorce proceedings | |
| Mr Anushka withdrew funds from Med Travel's bank accounts | |
| Ms Mytsyk and co-plaintiffs commenced civil suit HC/S 1247/2019 | |
| Ms Mytsyk's lawyers gave notice to Mr Anushka of intention to seek leave to bring an action | |
| Originating Summons No 987 of 2021 filed | |
| Hearing date | |
| Hearing date | |
| Judgment reserved |
7. Legal Issues
- Breach of Director's Duties
- Outcome: The court did not rule on the merits of the alleged breaches, as the application was dismissed on the grounds of lack of good faith.
- Category: Substantive
- Sub-Issues:
- Misappropriation of company funds
- Forgery of financial documents
- Unlawful diversion of income
- Negligence in GST payments
- Locus Standi
- Outcome: The court found that Ms. Mytsyk, in her capacity as a director, was a 'proper person' to bring the application under s 216A(1)(c) of the Companies Act.
- Category: Procedural
- Good Faith
- Outcome: The court found that Ms. Mytsyk failed to demonstrate good faith, as she was pursuing a collateral purpose related to a separate ongoing lawsuit and attempting to undermine the company's defense in that suit.
- Category: Procedural
- Sub-Issues:
- Collateral purpose
- Abuse of statutory remedy
- Lack of candour
- Related Cases:
- [2013] 2 SLR 340
- [2019] 4 SLR 825
- [2021] 3 SLR 1269
- [2004] 3 SLR(R) 1
- [2014] SGHC 147
- [2011] 3 SLR 980
- [2015] SGHC 145
- Prima Facie Interests of the Company
- Outcome: The court found that Ms. Mytsyk could not show that it was prima facie in Med Travel’s interests for her to pursue the claims of alleged breaches by Mr Anushka via a derivative action.
- Category: Procedural
- Related Cases:
- [2015] SGHC 145
- [2002] 42 ACSR 313
8. Remedies Sought
- Leave to bring a derivative action
- Indemnification for legal fees and disbursements
9. Cause of Actions
- Breach of Director's Duties
- Statutory Derivative Action
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Travel
- Healthcare
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Urs Meisterhans v GIP Pte Ltd | High Court | Yes | [2011] 1 SLR 552 | Singapore | Cited regarding the category of persons whom the court would deem to be a proper party under s 216A(1)(c) |
| Agus Irawan v Toh Teck Chye | High Court | Yes | [2002] 1 SLR(R) 471 | Singapore | Cited regarding the plaintiff's application for leave to commence a derivative action and the requirement of good faith. |
| Ganesh Paulraj v A&T Offshore Pte Ltd and another | High Court | Yes | [2019] SGHC 180 | Singapore | Cited regarding whether the applicant had a clear interest and sufficient connection to the company to bring the leave application under s 216A(1)(c). |
| Ang Thiam Swee v Low Hian Chor | Court of Appeal | Yes | [2013] 2 SLR 340 | Singapore | Cited for the principles regarding good faith and whether it appears to be prima facie in the interests of the company that the action be brought. |
| Jian Li Investments Holding Pte Ltd and others v Healthstats International Pte Ltd and others | High Court | Yes | [2019] 4 SLR 825 | Singapore | Cited for the principles regarding the good faith requirement in statutory derivative actions. |
| Tiong Sze Yin Serene v HC Surgical Specialists Ltd | High Court | Yes | [2021] 3 SLR 1269 | Singapore | Cited for the principles regarding the good faith requirement in statutory derivative actions. |
| Pang Yong Hock and another v PKS Contracts Services Pte Ltd | High Court | Yes | [2004] 3 SLR(R) 1 | Singapore | Cited for the principles regarding collateral purpose and good faith in statutory derivative actions. |
| Wong Kai Wah v Wong Kai Yuan and another | High Court | Yes | [2014] SGHC 147 | Singapore | Cited for the principles regarding collateral purpose and good faith in statutory derivative actions. |
| Fong Wai Lyn Carolyn v Airtrust (Singapore) Pte Ltd | High Court | Yes | [2011] 3 SLR 980 | Singapore | Cited regarding that any lack of good faith must relate to the commencement of the derivative action and not all past conduct of the applicant in general |
| Petroships Investment Pte Ltd v Wealthplus Pte Ltd and others | High Court | Yes | [2015] SGHC 145 | Singapore | Cited for the principles regarding good faith and whether it appears to be prima facie in the interests of the company that the action be brought. |
| Petroships Investment Pte Ltd v Wealthplus Pte Ltd and another matter | Court of Appeal | Yes | [2016] 2 SLR 1022 | Singapore | Cited regarding that s 216A was unavailable once a company was in liquidation |
| Swansson v R A Pratt Properties Pty Ltd & anor | Palmer J | Yes | [2002] 42 ACSR 313 | Australia | Cited for the factors to consider in determining if the derivative action is in the practical and commercial interests of the company. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A(1) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A(1)(c) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A(3)(a) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A(3)(b) | Singapore |
| Companies Act (Cap 50, 2006 Rev Ed) s 216A(3)(c) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Statutory derivative action
- Director's duties
- Good faith
- Collateral purpose
- Mutual Understanding
- Family Business
- Med Expert software
- Misappropriation
- Fiduciary duty
15.2 Keywords
- derivative action
- director duties
- companies act
- good faith
- collateral purpose
- singapore
17. Areas of Law
16. Subjects
- Company Law
- Civil Litigation
- Corporate Governance