Ma Binxiang v Hainan Hui Bang: Contract Formation & Standard of Proof
Ma Binxiang appealed against the High Court's decision in favor of Hainan Hui Bang Construction Investment Group Ltd (HHBC) regarding a dispute over S$1,784,350. HHBC claimed the sum was for an investment agreement, while Ma Binxiang alleged it was for a separate arrangement with Zhang Wei. The High Court found in favor of HHBC. The Appellate Division overturned the High Court's decision, finding that neither party had sufficiently proven their respective oral agreements. Ma Binxiang's counterclaim for breach of the Asset Exchange Agreement was dismissed.
1. Case Overview
1.1 Court
Appellate Division of the High Court1.2 Outcome
Appeal Allowed in Part
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Appeal regarding a dispute over funds transferred between Hainan Hui Bang and Ma Binxiang. The court overturned the original judgment, finding neither party proved their oral agreement.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Ma Binxiang | Appellant, Defendant | Individual | Appeal allowed in part | Partial | |
| Hainan Hui Bang Construction Investment Group Ltd | Respondent, Plaintiff | Corporation | Claim Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Woo Bih Li | Judge of the Appellate Division | Yes |
| Quentin Loh | Judge of the Appellate Division | No |
| Hoo Sheau Peng | Judge of the High Court | No |
4. Counsels
4. Facts
- HHBC transferred S$1,784,350 to Ma Binxiang's UOB account between March and May 2015.
- HHBC claimed the transfer was for an oral Investment Agreement.
- Ma Binxiang alleged the transfer was pursuant to an oral agreement with Zhang Wei.
- Ma Binxiang signed a Declaration in March 2018 stating that the funds in the accounts belonged to HHBC.
- HHBC commenced Suit 242 in March 2019 to recover the funds.
- The Judge found in favour of HHBC, holding that the Investment Agreement was formed.
- The Appellate Division overturned the Judge's finding, stating that neither party proved their oral agreement.
5. Formal Citations
- Ma Binxiang v Hainan Hui Bang Construction Investment Group Ltd, Civil Appeal No 20 of 2022, [2022] SGHC(A) 37
- Hainan Hui Bang Construction Investment Group Ltd v Ma Binxiang, , [2022] SGHC 13
6. Timeline
| Date | Event |
|---|---|
| Ma Binxiang became an employee of Weiye Holdings Limited | |
| Li Keyi joined HHBC as a director | |
| Alleged oral agreement formed between Ma Binxiang and Zhang Wei | |
| First tranche of funds transferred to Ma Binxiang's UOB account | |
| Last tranche of funds transferred to Ma Binxiang's UOB account | |
| Ma Binxiang signed the Declaration in Shenzhen | |
| HK$2,785,000 transferred from Ma Binxiang’s CCB Account to Mr Li | |
| RMB680,000 transferred to Ma Binxiang’s designated recipient company | |
| HHBC commenced Suit 242 | |
| Judge issued the Judgment | |
| Judgment reserved | |
| Judgment delivered |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that neither party had sufficiently proven the existence of their respective oral agreements, therefore no breach of contract was established.
- Category: Substantive
- Standard of Proof
- Outcome: The court clarified the application of the civil standard of proof, emphasizing that a plaintiff must prove their case on the balance of probabilities, not merely present a 'better explanation' than the defendant.
- Category: Procedural
- Formation of Contract
- Outcome: The court found that neither party had sufficiently proven the existence of their respective oral agreements.
- Category: Substantive
- Trust
- Outcome: The court found that certainty of intention was not established and dismissed the trust claim.
- Category: Substantive
- Restitution
- Outcome: The court found that HHBC has not pleaded unjust enrichment under Singapore law and cannot now rest its claim on it.
- Category: Substantive
8. Remedies Sought
- Return of Funds
- Account of Profits
9. Cause of Actions
- Breach of Contract
- Breach of Trust
10. Practice Areas
- Commercial Litigation
11. Industries
- Construction
- Investment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Poh Chiak Ow v United Overseas Bank Ltd | High Court | Yes | [2021] SGHC(A) 6 | Singapore | Cited for the principle that an appellate court will be slow to overturn the trial judge’s findings of fact unless it can be shown that those findings are plainly wrong or are against the weight of the evidence before the court. |
| Ng Chee Chuan v Ng Ai Tee (administratrix of the estate of Yap Yoon Moi, deceased) | Court of Appeal | Yes | [2009] 2 SLR(R) 918 | Singapore | Cited for the principle that the advantage of the trial judge in having heard the witness is “not as critical” if inferences by the trial judge are based on the internal inconsistency of the witnesses’ evidence or external inconsistency with the extrinsic objective evidence. |
| Tan Chin Hock v Teo Cher Koon and another and another appeal | High Court | Yes | [2022] SGHC(A) 15 | Singapore | Cited for the principle that a plaintiff in a civil suit must prove his case on the balance of probabilities. |
| Suying Design Pte Ltd v Ng Kian Huan Edmund and other appeals | High Court | Yes | [2020] 2 SLR 221 | Singapore | Cited for the principle that a plaintiff in a civil suit must prove his case on the balance of probabilities. |
| 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 proves his case ‘on the balance of probabilities’ when he shows that his case is more probably true than not true. |
| Wee Yue Chew v Su Sh-Hsyu | High Court | Yes | [2008] 3 SLR(R) 212 | Singapore | Cited for the principle that a third alternative is available where the state of the evidence is unsatisfactory: the judge may simply find that the plaintiff has failed to discharge his burden. |
| Popi M | Court of Appeal | Yes | [1985] 1 WLR 948 | England and Wales | Cited for the principle that a third alternative is available where the state of the evidence is unsatisfactory: the judge may simply find that the plaintiff has failed to discharge his burden. |
| Independent State of Papua New Guinea v PNG Sustainable Development Program | Court of Appeal | Yes | [2020] 2 SLR 200 | Singapore | Cited for the principle that a claimant’s “inability to specify when the Agreement was allegedly entered into, in our judgment, undermines its very existence.” |
| The State-Owned Company Yugoimport SDPR (also known as Jugoimport-SDPR) v Westacre Investments Inc and other appeals | Court of Appeal | Yes | [2016] 5 SLR 372 | Singapore | Cited for the principle that certainty of intention requires clear evidence of an intention on the part of the alleged settlor to create a trust and to subject the trust property to trust obligations, as opposed to creating any other form of binding legal relationship. |
| Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others | High Court | Yes | [2020] 4 SLR 85 | Singapore | Cited for the principle that it must be certain that the settlor intended to create a trust rather than to impose a mere moral obligation or to make a gift or to do some other act which was not a trust. |
| Power Solar System Co Ltd (in liquidation) v Suntech Power Investment Pte Ltd | High Court | No | [2018] SGHC 233 | Singapore | Cited for the principle of presumption of repayment when money is transferred or credited to the recipient, but this principle was declined to be followed. |
| Seldon v Davison | Court of Appeal | No | [1968] 1 WLR 1083 | England and Wales | Cited for the principle of presumption of repayment when money is transferred or credited to the recipient, but this principle was wrongly decided. |
| PT Bayan Resources TBK and another v BCBC Singapore Pte Ltd and another | Court of Appeal | Yes | [2019] 1 SLR 30 | Singapore | Cited for overruling Seldon v Davison and Power Solar System Co Ltd (in liquidation) v Suntech Power Investment Pte Ltd. |
| Choo Cheng Tong Wilfred v Phua Swee Khiang and another | High Court | Yes | [2022] SGHC(A) 5 | Singapore | Cited for the principle that the burden is on the plaintiff to prove the purpose of the payments. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act (Cap 97, 1997 Rev Ed) | Singapore |
| Contract Law of the PRC | China |
15. Key Terms and Keywords
15.1 Key Terms
- Investment Agreement
- Zhang Wei’s Arrangement
- Asset Exchange Agreement
- Declaration
- Sum
- Investment Returns
- UOB Account
- Intermediaries
- Contractual Entrustment
15.2 Keywords
- contract
- agreement
- investment
- funds
- transfer
- oral agreement
- standard of proof
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 75 |
| Evidence | 60 |
| Constructive Trust | 30 |
| Resulting Trust | 30 |
| Appellate Procedure | 30 |
| Estoppel | 20 |
16. Subjects
- Contract Law
- Civil Procedure
- Investment Disputes