Voltas Ltd v Ng Theng Swee: Conspiracy, Deceit & Breach of Contract in Construction Subcontract
Voltas Limited, the plaintiff, sued Ng Theng Swee and Yong Chan Metal Engineering Pte Ltd, the defendants, in the General Division of the High Court of Singapore, alleging conspiracy and deceit against Ng Theng Swee and breach of contract against Yong Chan Metal Engineering. The case arose from a subcontract for ducting works in the Thomson East-Coast Mass Rapid Transit Line project. The court found in favor of the plaintiff against the second defendant, Yong Chan Metal Engineering Pte Ltd, for breach of contract, awarding S$3,437,937.36. However, the court dismissed the claims of conspiracy and deceit against the first defendant, Ng Theng Swee. The second defendant's counterclaim was also dismissed.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Claims of conspiracy and deceit against the first defendant were not made out; judgment for the plaintiff against the second defendant.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Voltas Ltd sues Ng Theng Swee and Yong Chan Metal Engineering for conspiracy and deceit. The court found breach of contract against Yong Chan but dismissed claims against Ng.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Voltas Limited | Plaintiff, Defendant in Counterclaim | Corporation | Judgment for Plaintiff | Won | Lee Wei Han Shaun, Adly Rizal bin Said |
| Ng Theng Swee | Defendant | Individual | Claims Dismissed | Dismissed | Darrell Low Kim Boon, Chua Siew Ling Aileen |
| Yong Chan Metal Engineering Pte Ltd | Defendant, Plaintiff in Counterclaim | Corporation | Judgment for Plaintiff, Counterclaim Dismissed | Lost, Dismissed | Darrell Low Kim Boon, Chua Siew Ling Aileen |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Lee Wei Han Shaun | Bird & Bird ATMD LLP |
| Adly Rizal bin Said | Bird & Bird ATMD LLP |
| Darrell Low Kim Boon | Bih Li & Lee LLP |
| Chua Siew Ling Aileen | Bih Li & Lee LLP |
4. Facts
- Voltas Limited was the main contractor for tunnel ventilation works.
- Voltas subcontracted ducting works to Yong Chan Metal Engineering.
- Ng Theng Swee was a director and majority shareholder of Yong Chan.
- Yong Chan experienced liquidity issues, causing delays.
- Voltas and Yong Chan entered a Supplemental Agreement.
- Voltas advanced S$65,243.42 to Yong Chan under the Supplemental Agreement.
- Yong Chan failed to complete the Subcontract Works by the agreed deadline.
- Voltas took over the employment of 12 of Yong Chan's workmen.
- An Addendum was executed to amend the Supplemental Agreement.
- Voltas claimed damages for Yong Chan's breaches of the Supplemental Agreement.
- Voltas claimed under the Bills of Exchange Act for dishonoured cheques.
- Yong Chan counterclaimed for unbilled works.
5. Formal Citations
- Voltas Ltd v Ng Theng Swee and another, Suit No 130 of 2020, [2023] SGHC 245
6. Timeline
| Date | Event |
|---|---|
| 2017 Subcontract agreement entered into | |
| Further subcontract dated | |
| Meeting held on 29 November 2018 | |
| Supplemental Agreement entered into | |
| Original deadline for Subcontract Works completion | |
| Addendum executed | |
| Trial began | |
| Trial continues | |
| Trial continues | |
| Trial continues | |
| Plaintiff's Further Submissions dated | |
| Defendants’ Further Submissions dated | |
| Trial continues | |
| Brief Remarks issued | |
| Judgment issued |
7. Legal Issues
- Conspiracy
- Outcome: The court found that there was no combination between the defendants to do unlawful acts and that the defendants did not intend to cause damage or injury to the plaintiff.
- Category: Substantive
- Related Cases:
- [2014] 1 SLR 860
- Deceit
- Outcome: The court found that the plaintiff had not made out its allegations that the first defendant had committed the tort of deceit.
- Category: Substantive
- Breach of Contract
- Outcome: The court found that the second defendant had breached the Supplemental Agreement and the Addendum.
- Category: Substantive
8. Remedies Sought
- Damages for breach of contract
- Damages under the Bills of Exchange Act
9. Cause of Actions
- Conspiracy
- Deceit
- Breach of Contract
10. Practice Areas
- Commercial Litigation
- Construction Litigation
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and others | Court of Appeal | Yes | [2018] 1 SLR 818 | Singapore | Cited for the principle that liability cannot be imposed on directors merely because they had some involvement in causing the breach. |
| EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another | Court of Appeal | Yes | [2014] 1 SLR 860 | Singapore | Cited for the elements to establish a claim in unlawful means conspiracy. |
| Quah Kay Tee v Ong and Co Pte Ltd | Court of Appeal | Yes | [1996] 3 SLR(R) 637 | Singapore | Cited for the requirements to make out a claim in lawful means conspiracy. |
| SH Cogent Logistics Pte Ltd and another v Singapore Agro Agricultural Pte Ltd and others | High Court | Yes | [2014] 4 SLR 1208 | Singapore | Cited to argue that a company and its controlling director may be liable for the tort of conspiracy. |
| Liquidators of Progen Engineering Pte Ltd v Progen Holdings Ltd | Court of Appeal | Yes | [2010] 4 SLR 1089 | Singapore | Cited for the proposition that the first defendant had a duty, as part of his duties owed to the second defendant, to consider the plaintiff’s interests as a creditor when the second defendant was insolvent or nearing insolvency. |
| Kinsela v Russell Kinsela Pty Ltd (In Liq) | New South Wales Court of Appeal | Yes | (1986) 4 NSWLR 722 | Australia | Cited to support the argument that any action for breaches of the creditor-regarding duty is only relevant when the “mechanism of liquidation” is engaged. |
| BTI 2014 LLC v Sequana SA and others | UK Supreme Court | Yes | [2022] 3 WLR 709 | United Kingdom | Cited to support the argument that a breach of the creditor-regarding duty is concerned with the taking of “illegitimate risks”. |
| Tonny Permana v One Tree Capital Management Pte Ltd and another | High Court | Yes | [2021] 5 SLR 477 | Singapore | Cited for the principle that only false statements as to present fact can constitute the subject matter of a misrepresentation claim. |
| Tan Chin Seng and others v Raffles Town Club Pte Ltd | Court of Appeal | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the principle that where a statement of intention is the alleged misstatement of fact, it must be shown that misrepresentation was as to the state of the representor’s mind at the time he made the statement. |
| Yong Khong Yoong Mark and others v Ting Choon Meng Meng and another | High Court | Yes | [2021] SGHC 246 | Singapore | Cited for the principle that where a statement of intention is the alleged misstatement of fact, it must be shown that misrepresentation was as to the state of the representor’s mind at the time he made the statement. |
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased) and another | Court of Appeal | Yes | [2013] 3 SLR 801 | Singapore | Cited for the principle that in the same context of fraudulent misrepresentation, it is the representor’s subjective belief that is crucial. |
| Gunasegeran s/o Pavadaisamy v Public Prosecutor | Court of Appeal | Yes | [1997] 2 SLR(R) 946 | Singapore | Cited for the elements of the crime of cheating. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Bills of Exchange Act 1949 (2020 Rev Ed) | Singapore |
| Penal Code (Cap 224, 2008 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Subcontract Works
- Supplemental Agreement
- Addendum
- Unlawful Means Conspiracy
- Lawful Means Conspiracy
- Creditor-regarding duty
- Dishonoured Cheques
- Retention Sum
15.2 Keywords
- conspiracy
- deceit
- breach of contract
- construction
- subcontract
- Singapore
- High Court
16. Subjects
- Construction Dispute
- Contract Law
- Tort Law
- Civil Procedure
17. Areas of Law
- Tort
- Conspiracy
- Misrepresentation
- Contract Law
- Construction Law