Lian Tian Yong Johnny v Tan Swee Wan: Appeal on Oral Agreement & Indemnity

In the General Division of the High Court of Singapore, Johnny Lian Tian Yong appealed against the District Judge's decision to dismiss his claim against Tan Swee Wan and Kelvin Low Keng Siang, and to allow the respondents' counterclaims. The appeal concerned an alleged oral indemnity agreement. The High Court allowed the appeal in part, reversing the District Judge's decision to allow the respondents' counterclaims.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Appeal allowed in part, reversing the District Judge's decision to allow the respondents’ counterclaims against the appellant.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Appeal regarding a dismissed claim and allowed counterclaim. The key legal issue is the existence of an oral indemnity agreement.

1.7 Decision Date

12 October 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Johnny Lian Tian Yong	Appellant, Plaintiff	Individual	Appeal allowed in part	Partial	Uthayasurian s/o Sidambaram of Phoenix Law Corporation Suriya Prakash Uthayasurian of Phoenix Law Corporation Derek Wong Kim Siong of Phoenix Law Corporation
Tan Swee Wan	Respondent, Defendant	Individual	Counterclaim Dismissed	Dismissed	Wong Hin Pkin Wendell of Drew & Napier LLC Tay Eu-Yen of Drew & Napier LLC Faith Hwang Zi Xin of Drew & Napier LLC
Kelvin Low Keng Siang	Respondent, Defendant	Individual	Counterclaim Dismissed	Dismissed	Wong Hin Pkin Wendell of Drew & Napier LLC Tay Eu-Yen of Drew & Napier LLC Faith Hwang Zi Xin of Drew & Napier LLC

3. Judges

Judge Name	Title	Delivered Judgment
Goh Yihan	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Uthayasurian s/o Sidambaram	Phoenix Law Corporation
Suriya Prakash Uthayasurian	Phoenix Law Corporation
Derek Wong Kim Siong	Phoenix Law Corporation
Wong Hin Pkin Wendell	Drew & Napier LLC
Tay Eu-Yen	Drew & Napier LLC
Faith Hwang Zi Xin	Drew & Napier LLC

4. Facts

The appellant and the respondents were business partners.
They incorporated Tecbiz Sherlock Pte Ltd, later renamed Tecbiz Frisman Pte Ltd.
Tecbiz developed a software product named Solvesam.
The parties incorporated Solvesam International Pte Ltd, later renamed SSI International Pte Ltd.
The parties' relationship deteriorated in 2011.
The appellant set up Inquiro Consulting Pte Ltd in May 2012.
Tecbiz defaulted on loans from OCBC and SCB.
OCBC exercised its right of set-off from the appellant’s bank accounts and issued a statutory demand to initiate bankruptcy proceedings against the appellant.

5. Formal Citations

Lian Tian Yong Johnny v Tan Swee Wan and another, District Court Appeal No 3 of 2023, [2023] SGHC 292
Johnny Lian Tian Yong v Tan Swee Wan and another, , [2023] SGDC 42
Tan Swee Wan and another v Johnny Lian Tian Yong, , [2018] SGHC 169

6. Timeline

Date	Event
2001-08-01	Tecbiz Sherlock Pte Ltd incorporated
2001-09-01	Tecbiz Sherlock Pte Ltd renamed to Tecbiz Frisman Pte Ltd
2006-01-01	Tecbiz developed Solvesam software product
2009-01-01	Tecbiz took loans from OCBC and SCB guaranteed by the respondents only
2010-12-01	Parties incorporated Solvesam International Pte Ltd
2011-06-01	Online falsehoods about Solvesam spread
2011-07-01	Solvesam International Pte Ltd renamed to SSI International Pte Ltd
2011-07-01	Second respondent resigned as director of SSI
2011-07-27	Second respondent sold Tecbiz Frisman shares to the appellant
2011-11-01	First respondent resigned as director of Tecbiz
2012-05-01	Appellant set up Inquiro Consulting Pte Ltd
2012-06-01	Tecbiz ceased operations following an extraordinary general meeting
2012-07-10	Secretary of Tecbiz informed the first respondent that the assets of Tecbiz had been sold to Inquiro for $500
2012-01-01	OCBC and SCB sought repayment of loan amounts
2013-01-01	Appellant commenced suit to claim equitable contribution from both respondents
2018-01-01	Decision of Tan Swee Wan and another v Johnny Lian Tian Yong [2018] SGHC 169
2023-07-27	Judgment reserved
2023-10-13	Judgment issued

7. Legal Issues

Equitable Contribution
- Outcome: The court held that the appellant was not entitled to equitable contribution due to the unclean hands defence.
- Category: Substantive
Oral Agreement
- Outcome: The court held that the respondents failed to prove the existence of an oral agreement for the Swee Wan Indemnity and the Kelvin Indemnity.
- Category: Substantive
Indemnity
- Outcome: The court held that the respondents failed to prove the existence of an indemnity agreement.
- Category: Substantive
Unclean Hands
- Outcome: The court upheld the DJ’s finding that the appellant is not entitled to an equitable contribution in respect of the 2008 and 2010 Loans by virtue of his conduct.
- Category: Substantive

8. Remedies Sought

Equitable Contribution
Indemnity

9. Cause of Actions

Equitable Contribution
Indemnity

10. Practice Areas

Commercial Litigation

11. Industries

Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Yong Kheng Leong and another v Panweld Trading Pte Ltd and another	Court of Appeal	Yes	[2013] 1 SLR 173	Singapore	Cited for the principle that an appellate court will not readily overturn factual findings unless the trial judge’s assessment is plainly wrong or manifestly against the weight of the evidence.
Public Prosecutor v Muhammad Farid bin Mohd Yusop	Court of Appeal	Yes	[2015] 3 SLR 16	Singapore	Cited for the distinction between findings of fact based on the credibility of a witness and inferences of fact based on objective evidence.
Tan Meow Hiang (trading as Chip Huat) v Ong Kay Yong (trading as Wee Wee Laundry Service)	High Court	Yes	[2023] SGHC 218	Singapore	Cited for the principles regarding the threshold of appellate intervention.
Sandz Solutions (Singapore) Pte Ltd and others v Strategic Worldwide Assets Ltd and others	Court of Appeal	Yes	[2014] 3 SLR 562	Singapore	Cited for the principle that the trial judge is generally better placed to assess the veracity and credibility of witnesses.
Hong Leong Singapore Finance Ltd v United Overseas Bank Ltd	High Court	Yes	[2007] 1 SLR(R) 292	Singapore	Cited for the legal requirements for invoking the unclean hands defence.
Eller, Urs v Cheong Kiat Wah	High Court	Yes	[2020] SGHC 106	Singapore	Cited for the features of the unclean hands defence.
Goh Seng Heng v Liberty Sky Investments Ltd and another	Court of Appeal	Yes	[2017] 2 SLR 1113	Singapore	Cited as an example of the unclean hands defence being considered in the context of the denial of an application for pre-action discovery.
Beckkett Pte Ltd v Deutsche Bank AG and another	High Court	Yes	[2011] 1 SLR 524	Singapore	Cited as an example of the unclean hands defence being considered in the context of the granting of an anti-suit injunction.
Tan Yong San v Neo Kok Eng and others	High Court	Yes	[2011] SGHC 30	Singapore	Cited as an example of the unclean hands defence being considered in the context of an action for minority oppression under s 216 of the Companies Act.
Keppel Tatlee Bank Ltd v Teck Koon Investment Pte Ltd and others	High Court	Yes	[2000] 1 SLR(R) 355	Singapore	Cited as an example of the unclean hands defence being considered in the context of the delivery of vacant possession of mortgaged property.
E C Investment Holding Pte Ltd v Ridout Residence Pte Ltd and others and another appeal	Court of Appeal	Yes	[2012] 1 SLR 32	Singapore	Cited for the principle that any conduct which disentitles a party from equitable relief must stem from the facts relied upon to invoke the court’s conscience.
Chan Tam Hoi (alias Paul Chan) v Wang Jian and other matters	High Court	Yes	[2022] SGHC 192	Singapore	Cited for the principles for ascertaining the formation of an oral agreement.
Tribune Investment Trust Inc v Soosan Trading Co Ltd	Court of Appeal	Yes	[2000] 2 SLR(R) 407	Singapore	Cited for the elements of an oral agreement.

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

Oral Agreement
Indemnity
Equitable Contribution
Unclean Hands
Personal Guarantee
Tecbiz Frisman Pte Ltd
Solvesam
SSI International Pte Ltd
Inquiro Consulting Pte Ltd

15.2 Keywords

Contract
Equity
Indemnity
Oral Agreement
Appeal
Singapore
High Court

17. Areas of Law

Area Name	Relevance Score
Guarantee	80
Contract Law	75
Chancery and Equity	60
Civil Procedure	60
Jurisdiction	50
Estoppel	40
Breach of Contract	30

16. Subjects

Contract Law
Equity
Credit and Security
Appellate Procedure