Mirwani v. Ramachandra: Breach of Contract & Loan Recovery Dispute

Mrs. Kavita Gope Mirwani sued Nantakumar s/o V Ramachandra and Benshaw Commodities Pte Ltd in the General Division of the High Court of Singapore, seeking to recover $401,000 loaned to the defendants. Mrs. Mirwani claimed breach of contract. The court found that the contract was between Mrs. Mirwani and Benshaw Commodities Pte Ltd, not Mr. Nantakumar, and ruled in favor of Mrs. Mirwani against Benshaw Commodities Pte Ltd. The claim against Mr. Nantakumar was dismissed.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff against the second defendant, Benshaw Commodities Pte Ltd.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Mrs. Kavita Mirwani sued Mr. Nantakumar Ramachandra and Benshaw Commodities for breach of contract, seeking to recover a $401,000 loan. The court ruled in favor of Mrs. Mirwani against Benshaw Commodities.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Bhoomatidevi d/o Kishinchand Chugani Mrs Kavita Gope MirwaniPlaintiffIndividualJudgment for PlaintiffPartial
Nantakumar s/o V RamachandraDefendantIndividualClaim DismissedLost
Benshaw Commodities Pte LtdDefendantCorporationJudgment for PlaintiffLost

3. Judges

Judge NameTitleDelivered Judgment
Lee Seiu KinJudgeYes

4. Counsels

Counsel NameOrganization
Narayanan Vijya KumarVijay & Co
Muhammed Riyach Bin Hussain OmarH C Law Practice

4. Facts

  1. Mrs. Kavita loaned $70,000 to Mr. Nantakumar in July 2013.
  2. Mr. Nantakumar promised returns of $2000 per month on the initial loan.
  3. In October 2013, Mr. Nantakumar requested an additional loan of $350,000 for a dredging project.
  4. The parties agreed to a "roll over" loan of $350,000, including the initial loan and outstanding returns.
  5. The agreement was formalized in a written document signed by Mrs. Kavita and Mr. Nantakumar on behalf of Benshaw Commodities Pte Ltd.
  6. Mrs. Kavita transferred a total of $350,000 to Benshaw Commodities Pte Ltd's bank account in multiple tranches.
  7. Mr. Nantakumar failed to repay the $401,000 as promised.

5. Formal Citations

  1. Bhoomatidevi d/o Kishinchand Chugani Mrs Kavita Gope Mirwani v Nantakumar s/o v Ramachandra and another, Suit 1150 of 2020, [2023] SGHC 37

6. Timeline

DateEvent
Mrs. Kavita issued a cheque for $70,000 to Benshaw Commodities Pte Ltd's UOB account.
Mrs. Kavita and Mr. Nantakumar discussed a "roll over" loan at the Paramount Hotel.
Written agreement signed between Mrs. Kavita and Benshaw Commodities Pte Ltd.
Mrs. Kavita deposited $229,738.00 into the second defendant’s UOB account.
Mrs. Kavita transferred $20,000.00 to the second defendant’s UOB Bank Account.
Mrs. Kavita transferred $20,000.00 to the second defendant’s UOB Bank Account.
Mrs. Kavita transferred $8,262.00 to the second defendant’s UOB Bank Account.
Suit No 1150 of 2020 filed to reinstate the second defendant with ACRA.
Trial commenced.
Trial concluded.
Judgment reserved.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that the contract was between Mrs. Kavita and Benshaw Commodities Pte Ltd, and therefore Benshaw Commodities Pte Ltd was liable for breach of contract.
    • Category: Substantive
  2. Piercing the Corporate Veil
    • Outcome: The court declined to pierce the corporate veil, finding that Mrs. Kavita had not discharged her burden of showing that the corporate veil should be pierced.
    • Category: Substantive
  3. Action on an Account Stated
    • Outcome: The court found that Mrs. Kavita’s claim against Mr. Nantakumar on an account stated must fail.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Action on an Account Stated

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Commodities Trading

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdCourt of AppealYes[2008] 3 SLR(R) 1029SingaporeCited for the contextual approach to contractual interpretation.
Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd (formerly known as Soup Restaurant (Causeway Point) Pte LtdUnknownYes[2015] 5 SLR 1187SingaporeCited for the principle that the court cannot use context to rewrite the terms of a contract.
Diane Lumley v Foster & Co Group Ltd and orsUnknownYes[2022] EWHC 54 (TCC)England and WalesCited for the principle that the approach to identifying the proper parties to a contract is an objective one.
HSBC Trustee (Singapore) Ltd v Lucky Realty Co Pte LtdUnknownYes[2015] 3 SLR 885SingaporeCited for the principle that the text of the contract should always be the first port of call for the court.
Multi-Link Leisure Developments Ltd v North Lanarkshire CouncilUnknownYes[2011] 1 All ER 175UnknownCited for the principle that the text of the contract should always be the first port of call for the court.
Gregor Fisken Limited v Bernard CarlUK Court of AppealYes[2021] EWCA Civ 792England and WalesCited for the principle that a person signing a contract without qualification is a party to the contract.
Cooke v WilsonUnknownYes(1856) 1 CB (NS) 153England and WalesCited for the effect of an unqualified signature.
Parker v WinlowUnknownYes(1857) 7 E & B 942, 119 ER 1497England and WalesCited for the effect of an unqualified signature.
The Frost ExpressUnknownYes[1996] 2 Lloyd’s Rep 375England and WalesCited for the effect of an unqualified signature.
Universal Steam Navigation Co Ltd v James McKelvie & CoUnknownYes[1923] AC 492England and WalesCited for the effect of an unqualified signature.
Tanner v ChristianUnknownYes(1855) 4 E & B 591England and WalesCited for the effect of an unqualified signature.
Paice v WalkerUnknownYes(1870) LR 5 Ex 173England and WalesCited for the effect of an unqualified signature.
H.O. Brandt & Co v H.N Morris & Co LtdUnknownYes[1917] 2 KB 784England and WalesCited for the effect of an unqualified signature.
Badgerhill Properties Ltd v CottrellUnknownYes[1991] BCLC 805England and WalesCited for the effect of an unqualified signature.
Internaut Shipping GmbH and another v Fercometal SARLUnknownYes[2003] EWCA Civ 812England and WalesCited for the principle that a party signing a contract without qualification is a party to the contract.
Hamid (t/a Hamid Properties) v Francis Bradshaw PartnershipUnknownYes[2013] EWCA Civ 470England and WalesCited for the principle that a party signing a contract without qualification is a party to the contract.
MCH International Pte Ltd and others v YG Group Pte Ltd and others and other appealsCourt of AppealYes[2019] 2 SLR 837SingaporeCited regarding the admissibility of subsequent conduct for contractual interpretation.
Hewlett-Packard Singapore (Sales) Pte Ltd v Chin Shu Hwa CorinnaUnknownYes[2016] 2 SLR 1083SingaporeCited for criteria for admissibility of subsequent conduct.
Simpson Marine (SEA) Pte Ltd v Jiacipto JiaravanonCourt of AppealYes[2019] 1 SLR 696SingaporeCited regarding the admissibility of subsequent conduct for contractual interpretation.
Ngee Ann Development Pte Ltd v Takashimaya Singapore LtdCourt of AppealYes[2017] 2 SLR 627SingaporeCited as an example where the court relied on subsequent conduct to aid in contractual interpretation.
Centre for Laser and Aesthetic Medicine Pte Ltd v GPK Clinic (Orchard) Pte Ltd and others and another appealCourt of AppealYes[2018] 1 SLR 180SingaporeCited regarding the use of subsequent conduct as an aid to contract interpretation.
Viet Hai Petroleum Corp v Ng Jun Quan and another and another matterUnknownYes[2016] 3 SLR 887SingaporeCited for the law on an account stated.
Gobind Lalwani v Basco Enterprise Pte LtdUnknownYes[1998] 3 SLR(R) 1019SingaporeCited for the law on an account stated.
Siqueira v NoronhaUnknownYes[1934] AC 332UnknownCited for the law on an account stated.
Harris and another v CharalambousUnknownYes[2013] EWHC 1317England and WalesCited for the law on an account stated.
Knowles v MichelUnknownYes(1811) 13 East 249England and WalesCited for the principle that an acknowledgement of a debt due upon any account is sufficient to enable the plaintiff to recover upon the count for an account stated.
Simgood Pte Ltd v MLC Shipbuilding Sdn Bhd and othersUnknownYes[2016] 1 SLR 1129SingaporeCited for the principle that the grounds for piercing the corporate veil are an exception to the general rule that the company is a separate legal entity.
Mohamed Shiyam v Tuff Offshore Engineering Services Pte LtdUnknownYes[2021] 5 SLR 188SingaporeCited for the grounds on which the corporate veil may be pierced.
Alwie Handoyo v Tjong Very Sumito and another and another appealUnknownYes[2013] 4 SLR 308SingaporeCited for the principle that the ground of alter ego is distinct from the ground of a sham or façade.
Win Line (UK) Ltd v Masterpart (Singapore) Pte Ltd and anotherUnknownYes[1999] 2 SLR(R) 24SingaporeCited for the principle that to pierce the corporate veil on grounds of a “sham or façade”, it must be shown that there were “acts done or executed by parties to the sham that were intended by them to give to third parties the appearance of creating between the participating parties legal rights and obligations which were different from the actual rights and obligations which the participating parties intended to create”.
The Rialto; Yukong Line Ltd of Korea v Rendsburg Investments Corporation (No 2)UnknownYes[1998] 1 Lloyd’s Rep 322UnknownCited for the doctrine that courts will pierce the corporate veil where the corporate structure is merely a device, façade or sham.
Adams v Cape Industries plcUnknownYes[1990] Ch 433England and WalesCited for the principle that the authorities left rather sparse guidance as to the principles which should guide the court in determining whether or not the arrangements of a corporate group involved a façade.
Snook v London and West Riding Investments LtdUnknownYes[1967] 2 QB 786England and WalesCited for the legal concept involved in describing a transaction as a ‘sham’.
Sitt Tatt Bhd v Goh Tai HockUnknownYes[2009] 2 SLR(R) 44SingaporeCited for the principle that to pierce the corporate veil on grounds of a “sham or façade”, it must be shown that there were “acts done or executed by parties to the sham that were intended by them to give to third parties the appearance of creating between the participating parties legal rights and obligations which were different from the actual rights and obligations which the participating parties intended to create”.
Singapore Tourism Board v Children’s Media Ltd and othersHigh CourtYes[2008] 3 SLR(R) 981SingaporeCited as being similar to the present case regarding piercing the corporate veil.
Children’s Media Ltd and others v Singapore Tourism BoardCourt of AppealYes[2009] 1 SLR(R) 524SingaporeCited for affirming the High Court's findings that the corporate veil should be pierced.
Nai Yau Juu v Pasdec Corp Sdn Bhd & AnorUnknownYes[2005] 3 MLJ 431MalaysiaCited for the principle that the manner in which Mr. Nantakumar contracted with Samy is not necessarily indicative of the objective intentions of Mr. Nantakumar and Mrs. Kavita in the present case.
Marina Towage Pte Ltd v Chin Kwek ChongAppellate Division of the High CourtYes[2021] SGHC(A) 24SingaporeCited for the requirement of a subjectively held intent to defraud under s 238 IRDA.
Marina Towage Pte Ltd v Chin Kwek Chong and anotherHigh CourtYes[2021] SGHC 81SingaporeCited for the requirement of a subjectively held intent to defraud under s 238 IRDA.
Salomon v SalomonHouse of LordsYes[1897] AC 22England and WalesCited for the bedrock upon which company law is built is that of the company’s separate legal personality.
Hin Hup Bus Service (a firm) v Tay Chwee Hiang and AnotherUnknownYes[2006] 4 SLR(R) 723SingaporeCited for the concept of similar fact evidence is reflected in ss 14 and 15 of the EA.
Rockline Ltd and Others v Anil Thadani and OthersHigh CourtYes[2009] SGHC 209SingaporeCited for the concept of similar fact evidence is reflected in ss 14 and 15 of the EA.
Gerish v ChartierUnknownYes[1845] 135 ER 439England and WalesCited for the evidence sought to be admitted must go directly towards showing the state of mind that exists in reference to the particular matter in question.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Insolvency, Restructuring and Dissolution Act 2018Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Roll over loan
  • Returns of Investment
  • Dredging project
  • Corporate veil
  • Account stated
  • Sham or façade

15.2 Keywords

  • breach of contract
  • loan
  • corporate veil
  • account stated
  • Singapore
  • commercial litigation

17. Areas of Law

Area NameRelevance Score
Breach of Contract75
Contract Law70
Lifting corporate veil60
Company Law40
Commercial Disputes30
Investment Disputes25
Duty to Account20
Misrepresentation20
Estoppel10
Summary Judgement5
Judgments and Orders5

16. Subjects

  • Contract Dispute
  • Loan Recovery
  • Corporate Liability