Dialectic PR LLC v Brilliante Resources: Breach of Contract & Lifting Corporate Veil

Dialectic PR LLC and Dialectic Distribution LLC sued Brilliante Resources International Pte Ltd and Woon Joon Foong, Jerrel in the General Division of the High Court of Singapore, alleging breach of contract and seeking to lift the corporate veil. The dispute arose from a contract for the supply of KN95 face masks that failed to meet US standards. The court, presided over by Andrew Ang SJ, found Brilliante Resources International Pte Ltd liable for breach of contract but dismissed the claims against Woon Joon Foong, Jerrel.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiffs sued for breach of contract regarding KN95 face masks. The court found the 1st Defendant liable for breach but dismissed claims against the 2nd Defendant.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Dialectic PR LLCPlaintiffCorporationClaim Allowed in partPartial
Dialectic Distribution LLCPlaintiffCorporationClaim Allowed in partPartial
Brilliante Resources International Pte LimitedDefendantCorporationClaim Allowed in partLost
Woon Joon Foong, JerrelDefendantIndividualClaim DismissedDismissed

3. Judges

Judge NameTitleDelivered Judgment
Andrew AngSenior JudgeYes

4. Counsels

Counsel NameOrganization
Nadine Victoria Neo Su HuiQuahe Woo & Palmer LLC
Reuben Tan Wei JerQuahe Woo & Palmer LLC
Luke Anton NettoNetto & Magin LLC
Kieran Martin Singh DhaliwalPDLegal LLC
Lee Weiming AndrewPDLegal LLC

4. Facts

  1. Plaintiffs and 1st Defendant entered into a contract for the supply of KN95 face masks.
  2. The contract stipulated that the face masks would be CE & FDA approved.
  3. Plaintiffs paid US$1,265,000.00 to the 1st Defendant for the face masks.
  4. The face masks were detained by US Customs for failing to meet the KN95 standard.
  5. The masks had a minimum filter efficiency of 24.5% and a maximum of 85.8%.
  6. The masks were shipped back to Hong Kong and later discarded by the Plaintiffs.
  7. The 2nd Defendant was the sole shareholder and director of the Brilliante Group.

5. Formal Citations

  1. Dialectic PR LLC and another v Brilliante Resources International and another, Suit No 126 of 2021, [2023] SGHC 39

6. Timeline

DateEvent
First transaction between the 1st Defendant and the Plaintiffs for the supply of face masks.
Second transaction between the 1st Defendant and the Plaintiffs for the supply of face masks.
Third transaction between the 1st Defendant and the Plaintiffs for the supply of face masks.
Mr. Woon sent certificates to Mr. Zeltzer suggesting the face masks were CE & FDA approved.
Plaintiffs and the 1st Defendant entered into the Contract.
The Plaintiffs paid US$1,265,000.00 to the 1st Defendant.
Face masks were received by the Plaintiffs’ nominated logistics provider, Kintetsu World Express.
The National Institute for Occupational Safety and Health tested a sample group of the face masks.
The masks were discarded.
Plaintiffs commenced the present suit against the Defendants.
Trial began.
Judgment issued.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found the 1st Defendant liable for breach of contract for failing to supply KN95 face masks that met the required standards.
    • Category: Substantive
    • Sub-Issues:
      • Failure to meet KN95 standard
      • Failure to supply CE & FDA approved masks
      • Breach of implied condition of satisfactory quality
  2. Lifting the Corporate Veil
    • Outcome: The court declined to lift the corporate veil, finding insufficient evidence that the 1st Defendant was the alter ego of the 2nd Defendant or that there was fraud.
    • Category: Substantive
    • Sub-Issues:
      • Alter ego
      • Fraud
  3. Inducement of Breach of Contract
    • Outcome: The court found that the Plaintiffs had not proven that the 2nd Defendant had intended to procure the 1st Defendant’s breach of contract.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages
  2. Lifting the Corporate Veil

9. Cause of Actions

  • Breach of Contract
  • Inducement of Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Healthcare

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte LtdHigh CourtYes[2006] 1 SLR(R) 927SingaporeCited for the principle of objectively ascertaining the terms of a contract from the relevant evidence.
OCBC Capital Investment Asia Ltd v Wong Hua ChoonCourt of AppealYes[2012] 4 SLR 1206SingaporeCited for the principle of objectively ascertaining the terms of a contract from the relevant evidence.
Naughty G Pte Ltd v Fortune Marketing Pte LtdHigh CourtYes[2018] 5 SLR 1208SingaporeCited for the principle of objectively ascertaining the terms of a contract from the relevant evidence.
Chai Cher Watt (trading as Chuang Aik Engineering Works) v SDL Technologies Pte Ltd and another appealCourt of AppealYes[2012] 1 SLR 152SingaporeCited for the principle that a breach of condition entitles the innocent party to treat the contract as discharged.
National Foods Ltd v Pars Ram Brothers (Pte) LtdCourt of AppealYes[2007] 2 SLR(R) 1048SingaporeCited for the principle that the inquiry into whether goods are of satisfactory quality is an objective one.
Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd and othersHigh CourtYes[2022] SGHC 131SingaporeCited for the principle that the corporate veil will only be lifted in very narrow circumstances.
Alwie Handoyo v Tjong Very Sumito and another and another appealCourt of AppealYes[2013] 4 SLR 308SingaporeCited for the principle that the key question for alter ego is whether the company is carrying on the business of its controller.
Singapore Tourism Board v Children’s Media Ltd and othersHigh CourtYes[2008] 3 SLR(R) 981SingaporeCited as an example of a case where the court considered lifting the corporate veil.
Sitt Tatt Bhd v Goh Tai HockHigh CourtYes[2009] 2 SLR(R) 44SingaporeCited for the principle that parties are entitled to protect themselves by creating companies even if these are effectively one-man companies.
Cavenagh Investment Pte Ltd v Kaushik RajivHigh CourtYes[2013] 2 SLR 543SingaporeCited for the principle that parties are entitled to manage a group of companies as they see fit.
B High House International Pte Ltd v MCDP Phoenix Services Pte LtdHigh CourtYes[2023] SGHC 12SingaporeCited for the principle that care would have to be taken to specify who exactly is the proper party to the contract.
Lim Chee Twang v Chan Shuk Kuen Helina and othersHigh CourtYes[2010] 2 SLR 209SingaporeCited for the principle that fraud is a ground for lifting the corporate veil.
Sri Jaya (Sendirian) Bhd v RHB Bank BhdHigh CourtYes[2000] 3 SLR(R) 365SingaporeCited for the principle that fraud is a ground for lifting the corporate veil.
Jhaveri Darsan Jitendra and others v Salgaocar Anil Vassudeva and othersHigh CourtYes[2018] 5 SLR 689SingaporeCited for the principle that fraud is a ground for lifting the corporate veil.
Epoch Minerals Pte Ltd v Raffles Asset Management (S) Pte Ltd and othersHigh CourtYes[2021] SGHC 288SingaporeCited for the principle that fraud is a ground for lifting the corporate veil.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appealCourt of AppealYes[2018] 2 SLR 655SingaporeCited for the elements of the tort of inducing breach of contract.
Tribune Investment Trust Inc v Soosan Trading Co LtdHigh CourtYes[2000] 2 SLR(R) 407SingaporeCited for the elements of the tort of inducing breach of contract.
BGC Partners (Singapore) Ltd v Yap Yuk Hee and othersHigh CourtYes[2021] SGHC 279SingaporeCited for the elements of the tort of inducing breach of contract.
Clearlab SG Pte Ltd v Ting Chong Chai and othersHigh CourtYes[2015] 1 SLR 163SingaporeCited for the elements of the tort of inducing breach of contract.
PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and othersCourt of AppealYes[2018] 1 SLR 818SingaporeCited for the Said v Butt principle regarding director liability for inducing breach of contract.
Zim Integrated Shipping Services Ltd and others v Dafni Igal and othersHigh CourtYes[2010] 2 SLR 426SingaporeCited for the requirement of intention in the tort of inducing breach of contract.
Said v ButtKing's Bench DivisionYes[1920] 2 KB 497England and WalesCited for the principle that directors are not personally liable for the contractual breaches of their company if their acts are not in breach of any fiduciary or other personal legal duties owed to the company.
British Industrial Plastics Ltd v FergusonHouse of LordsYes[1940] 1 All ER 479United KingdomCited for the principle that to be liable for inducing breach of contract, you must know that you are inducing a breach of contract.
OBG v AllanHouse of LordsYes[2008] 1 AC 1United KingdomCited for the principle that to be liable for inducing breach of contract, you must know that you are inducing a breach of contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Sale of Goods Act (Cap 393)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • KN95 face masks
  • CE & FDA approved
  • Corporate veil
  • Breach of contract
  • GB 2626-2006 standard
  • NIOSH
  • Emergency Use Authorisations
  • Personal Protective Equipment
  • Inducement of breach of contract
  • Alter ego

15.2 Keywords

  • Contract
  • Breach
  • Face masks
  • KN95
  • Corporate veil
  • Singapore
  • Commercial
  • Litigation

17. Areas of Law

Area NameRelevance Score
Breach of Contract95
Contract Law70
Inducement of Breach of Contract65
Lifting corporate veil50
Company Law40
Fraud and Deceit30

16. Subjects

  • Contract Law
  • Company Law
  • Tort Law
  • Commercial Law