Tan Chin Hock v Teo Cher Koon: Contract Formation & Evidence in Share Trading Dispute

Tan Chin Hock appealed against the High Court's decision in favor of Teo Cher Koon and Tan Thiam Chye regarding an alleged indemnity and loan. The suit, heard in the Appellate Division of the High Court, involved claims by Tan Chin Hock against Teo Cher Koon for damages for misrepresentation and money owing under an alleged indemnity, and a claim by Tan Thiam Chye against Tan Chin Hock for repayment of an alleged loan. The court dismissed Tan Chin Hock's claim regarding the alleged indemnity and allowed his appeal against the alleged loan. The court also dismissed Tan Thiam Chye's appeal regarding loss of profits and dividends.

1. Case Overview

1.1 Court

Appellate Division of the High Court

1.2 Outcome

Appeal allowed in part; Judgment varied.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding alleged indemnity and loan agreements related to ISDN shares. The court dismissed both claims due to lack of evidence.

1.7 Decision Date

5 April 2022

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Tan Chin Hock	Appellant, Plaintiff, Respondent	Individual	Appeal allowed in part	Partial	Too Fang Yi of Dentons Rodyk & Davidson LLP Zhulkarnain bin Abdul Rahim of Dentons Rodyk & Davidson LLP Lum Rui Loong Manfred of Dentons Rodyk & Davidson LLP
Teo Cher Koon	Respondent, Defendant	Individual	Judgment for Defendant	Won	Probin Stephan Dass of Shook Lin & Bok LLP Hoang Linh Trang of Shook Lin & Bok LLP Liew Zhi Hao of Shook Lin & Bok LLP Sarjit Singh Gill SC of Shook Lin & Bok LLP
Tan Thiam Chye	Respondent, Appellant, Plaintiff, Defendant	Individual	Appeal Dismissed	Lost	Chai Ming Fatt James of James Chai & Partners Wong Mo Yen Angela of James Chai & Partners

3. Judges

Judge Name	Title	Delivered Judgment
Belinda Ang Saw Ean	Judge of the Appellate Division	No
Woo Bih Li	Judge of the Appellate Division	Yes
Chua Lee Ming	Judge of the High Court	No

4. Counsels

Counsel Name	Organization
Too Fang Yi	Dentons Rodyk & Davidson LLP
Zhulkarnain bin Abdul Rahim	Dentons Rodyk & Davidson LLP
Lum Rui Loong Manfred	Dentons Rodyk & Davidson LLP
Probin Stephan Dass	Shook Lin & Bok LLP
Hoang Linh Trang	Shook Lin & Bok LLP
Liew Zhi Hao	Shook Lin & Bok LLP
Sarjit Singh Gill SC	Shook Lin & Bok LLP
Chai Ming Fatt James	James Chai & Partners
Wong Mo Yen Angela	James Chai & Partners

4. Facts

TCH claimed Teo promised to indemnify him for losses from ISDN share trading.
TTC claimed TCH took a loan from him, using proceeds from TTC's ISDN share sales.
TCH, his brother, and associates bought substantial ISDN shares from February to September 2013.
TTC transferred $2,314,041.39 to TCH and his associates in November 2014.
TCH sent a Letter of Demand to Teo in 2015 claiming losses from ISDN investment.
TTC sent a letter to TCH in December 2015 demanding repayment of the loan.
ISDN's share price dropped during the Penny Stock Crash in 2013.

5. Formal Citations

Tan Chin Hock v Teo Cher Koon and another and another appeal, Civil Appeals Nos 68 and 75 of 2021, [2022] SGHC(A) 15

6. Timeline

Date	Event
2012-01-01	Teo and TTC became acquainted at the Riverview Hotel.
2013-01-08	TCH visited Myanmar to assess the viability of the Myanmar Project.
2013-03-14	ISDN issued 36 million shares at $0.24 per share (First ISDN Placement).
2013-03-21	Teo unloaded 26 million ISDN shares via Assetraise Holdings Limited.
2013-03-30	Second trip to Myanmar with Teo.
2013-04-03	ISDN carried out a second share placement (Second ISDN Placement).
2013-04-01	ISDN made announcements regarding projects, increasing stock prices.
2013-09-01	Penny Stock Crash occurred, dropping ISDN's share price.
2014-11-13	TTC liquidated 8 million ISDN shares.
2014-11-17	TTC informed Teo about selling 8 million ISDN shares.
2014-11-13	TTC transferred $2,314,041.39 to TCH and his associates.
2015-08-13	Alleged Loan was to be repaid.
2015-11-24	TCH's lawyers sent the First Letter of Demand to Teo.
2015-11-26	Teo sent TTC a WeChat message regarding the First Letter of Demand.
2015-12-06	Teo replied to the First Letter of Demand.
2015-12-20	TTC wrote to TCH regarding the alleged loan.
2019-07-04	TCH's lawyers sent the Second Letter of Demand to Teo.
2019-07-23	TCH commenced Suit 743 against Teo.
2020-11-11	TTC commenced Suit 1089 against TCH.
2022-04-06	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court found that neither the alleged indemnity nor the alleged loan agreement was proven on the evidence.
- Category: Substantive
Standard of Proof
- Outcome: The court reiterated that the plaintiff must prove their case on the balance of probabilities.
- Category: Procedural
Presumptions
- Outcome: The court discussed the applicability of presumptions related to repayment of money.
- Category: Evidence

8. Remedies Sought

Monetary Damages
Repayment of Loan

9. Cause of Actions

Breach of Contract
Misrepresentation
Debt

10. Practice Areas

Commercial Litigation
Appeals

11. Industries

Finance
Investment

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Tan Chin Hock v Teo Cher Koon and another suit	High Court	Yes	[2021] SGHC 175	Singapore	The judgment under appeal.
Clarke Beryl Claire (personal representative of the estate of Eugene Francis Clarke, deceased) and others v SilkAir (Singapore) Pte Ltd	High Court	Yes	[2002] 1 SLR(R) 1136	Singapore	Cited for the principle that a plaintiff in a civil suit must prove his case on the balance of probabilities.
Wee Yue Chew v Su Sh-Hsyu	High Court	Yes	[2008] 3 SLR(R) 212	Singapore	Cited for the principle that a trier of fact is not bound to prefer one of the parties’ assertions and may find that the plaintiff has failed to discharge his burden.
Popi M	N/A	Yes	[1985] 1 WLR 948	N/A	Cited for the principle that a trier of fact is not bound to prefer one of the parties’ assertions and may find that the plaintiff has failed to discharge his burden.
Power Solar System Co Ltd (in liquidation) v Suntech Power Investment Pte Ltd	High Court	Yes	[2018] SGHC 233	Singapore	Cited regarding the presumption of an obligation to repay arising from payment.
Seldon v Davison	English Court of Appeal	Yes	[1968] 1 WLR 1083	England and Wales	Cited regarding the presumption of an obligation to repay arising from payment.
PT Bayan Resources TBK and another v BCBC Singapore Pte Ltd and another	Court of Appeal	Yes	[2019] 1 SLR 30	Singapore	Cited for the observation that Seldon v Davison was wrongly decided.
Choo Cheng Tong Wilfred v Phua Swee Khiang and another	High Court	Yes	[2022] SGHC(A) 5	Singapore	Cited for the principle that the court will not infer that the purpose is a loan just by the mere receipt of the Sum.
Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar, SA and others and other appeals	Court of Appeal	Yes	[2018] 1 SLR 894	Singapore	Cited regarding appellate intervention in findings of fact by a trial judge.
Sakthivel Punithavathi v Public Prosecutor	High Court	Yes	[2007] 2 SLR(R) 983	Singapore	Cited regarding appellate intervention in findings of fact by a trial judge.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

ISDN shares
Alleged Indemnity
Alleged Loan
Penny Stock Crash
Share parking arrangement
November 2014 Transfers
First ISDN Placement
Second ISDN Placement
Myanmar Project
Payment Vouchers

15.2 Keywords

contract
evidence
shares
indemnity
loan
singapore
appeal

17. Areas of Law

Area Name	Relevance Score
Contract Law	75
Evidence Law	65
Formation of contract	60
Presumptions	50
Misrepresentation	50
Standard of Proof	40
Damages	30

16. Subjects

Contract Law
Securities Law
Civil Procedure
Evidence