Kotagaralahalli v Moussa: Trust Deed Dispute & Cost Allocation

In the General Division of the High Court of Singapore, Kotagaralahalli Peddappaiah Nagaraja sued Moussa Salem, Serene Phey Sai Lin, and SLI Developments Pte Ltd, seeking to establish beneficial ownership of shares under a trust deed. The court dismissed the plaintiff's claim in its entirety and addressed the allocation of costs among the defendants. The plaintiff's claims included breach of contract, conspiracy, minority oppression, and breach of trust, but all claims except the breach of trust claim were struck out. The court found in favor of the defendants and ordered the plaintiff to pay costs.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Judgment for Defendants

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Dismissal of plaintiff's claim regarding beneficial ownership of shares under a trust deed. Judgment addresses cost allocation among defendants.

1.7 Decision Date

30 March 2023

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Kotagaralahalli Peddappaiah Nagaraja	Plaintiff	Individual	Claim Dismissed	Lost	Afzal Ali of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP Edmond Lim of Allen & Gledhill LLP
Moussa Salem	Defendant	Individual	Judgment for Defendant	Won	Lin Chunlong of WongPartnership LLP Chiam Yunxin of WongPartnership LLP Koh Swee Yen SC of WongPartnership LLP
Serene Phey Sai Lin	Defendant	Individual	Judgment for Defendant	Won	Leo Cheng Suan of Infinitus Law Corporation Lee Shu Xian of Infinitus Law Corporation
SLI Developments Pte Ltd	Defendant	Corporation	Judgment for Defendant	Won	Chua Sui Tong of Rev Law LLC Gan Jhia Huei of Rev Law LLC

3. Judges

Judge Name	Title	Delivered Judgment
Vinodh Coomaraswamy	Judge	Yes

4. Counsels

Counsel Name	Organization
Afzal Ali	Allen & Gledhill LLP
Ramesh Kumar s/o Ramasamy	Allen & Gledhill LLP
Edmond Lim	Allen & Gledhill LLP
Lin Chunlong	WongPartnership LLP
Chiam Yunxin	WongPartnership LLP
Koh Swee Yen SC	WongPartnership LLP
Leo Cheng Suan	Infinitus Law Corporation
Lee Shu Xian	Infinitus Law Corporation
Chua Sui Tong	Rev Law LLC
Gan Jhia Huei	Rev Law LLC

4. Facts

Plaintiff claimed beneficial ownership of shares in the third defendant under a trust deed.
Plaintiff's initial statement of claim included claims for breach of contract, conspiracy, minority oppression, and breach of trust.
The court struck out all claims except the breach of trust claim.
The first defendant paid the direct consideration for the shares.
The first defendant undertook and discharged the contractual obligation vesting the shares in the second defendant.
The court found no objective intention that anyone other than the first defendant was to have any beneficial interest in the shares.
The second defendant was the sole subscribing shareholder of the third defendant.

5. Formal Citations

Kotagaralahalli Peddappaiah Nagaraja v Moussa Salem and others, Suit No 663 of 2020, [2023] SGHC 68

6. Timeline

Date	Event
2015-07-23	Trust deed declared by the second defendant
2020-07-23	Plaintiff's statement of claim filed
2020-12-01	Plaintiff applied for a stop notice
2020-12-01	Claims except for breach of express trust struck out
2021-01-15	Statement of Claim (Amendment No. 3)
2021-03-01	Court declined to strike out the plaintiff’s originating summons
2021-09-01	Plaintiff discontinued claim against Mr Gluck
2021-09-17	Plaintiff granted leave to make final round of amendments
2021-09-24	Statement of Claim (Amendment No. 4)
2022-05-04	Trial began
2022-05-17	Trial concluded
2023-01-01	Judgment on the merits delivered
2023-01-30	Written submissions on costs
2023-02-09	Letter from Allen & Gledhill LLP
2023-02-20	Letter from WongPartnership LLP
2023-03-20	Hearing on costs
2023-03-24	Letter from WongPartnership LLP
2023-03-31	Judgment reserved

7. Legal Issues

Costs Assessment
- Outcome: The court determined the appropriate basis for assessing costs (standard vs. indemnity) and the quantum of costs to be awarded to each defendant.
- Category: Procedural
- Sub-Issues:
  - Standard basis vs. indemnity basis
  - Quantum of costs
  - Reasonableness of disbursements
Breach of Trust
- Outcome: The court dismissed the plaintiff's claim for breach of trust.
- Category: Substantive

8. Remedies Sought

Declaration of beneficial ownership of shares
Costs

9. Cause of Actions

Breach of Trust

10. Practice Areas

Litigation
Costs Assessment

11. Industries

No industries specified

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Kotagaralahalli Peddappaiah Nagaraja v Moussa Salem and others	High Court	Yes	[2023] SGHC 6	Singapore	The judgment on the merits of the action, which this judgment on costs refers to and should be read together with.
Comfort Management Pte Ltd v OGSP Engineering Pte Ltd and another	Court of Appeal	Yes	[2022] 5 SLR 525	Singapore	Cited for the principles on ascertaining the event in litigation and exercising discretion to award costs.
Then Khek Koon and another v Arjun Permanand Samtani and another and other suits	High Court	Yes	[2014] 1 SLR 245	Singapore	Cited for the explanation of the indemnity principle and the concept of a deemed indemnity.
Maryani Sadeli v Arjun Permanand Samtani and another and other appeals	Court of Appeal	Yes	[2015] 1 SLR 496	Singapore	Cited regarding implications for access to justice in relation to costs.
Law Society of Singapore v Syn Kok Kay	High Court	Yes	[2023] SGHC 7	Singapore	Cited regarding the Supreme Court’s supervisory jurisdiction over solicitors.
Mero Asia Pacific Pte Ltd v Takenaka Corp	High Court	Yes	[2002] 2 SLR(R) 1083	Singapore	Cited for the principle that a receiving party who pays or agrees to pay a sum equal to the opportunity cost incurred by a witness of fact may recover that sum from a paying party under an order for costs.
Meretz Investments NV and another v ACP Ltd and others	High Court of Justice	Yes	[2007] EWHC 2635 (Ch)	England and Wales	Cited regarding the recoverability of time costs incurred by a solicitor witness in producing a witness statement; the court disagreed with the broadness of the principle stated in this case.
Telemedia Pacific Group Ltd v Credit Agricole (Suisse) SA (Yeh Mao-Yuen, third party)	Court of Appeal	Yes	[2015] 4 SLR 1019	Singapore	Cited regarding taking a letter of indemnity into account in the exercise of discretion to award costs.
CLAAS Medical Centre Pte Ltd v Ng Boon Ching	Court of Appeal	Yes	[2010] 2 SLR 386	Singapore	Cited regarding the interpretation of the Contract (Rights of Third Parties) Act.
Alrich Development Pte Ltd v Rafiq Jumabhoy	High Court	Yes	[1995] 2 SLR(R) 340	Singapore	Cited regarding unilateral contracts.
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 regarding failure of consideration.
TQ v TR and another appeal	Court of Appeal	Yes	[2009] 2 SLR(R) 961	Singapore	Cited regarding common mistake.
Chwee Kin Keong and others v Digilandmall.com Pte Ltd	Court of Appeal	Yes	[2005] 1 SLR(R) 502	Singapore	Cited regarding common mistake.
Abani Trading Pte Ltd v BNP Paribas and another appeal	Court of Appeal	Yes	[2014] 3 SLR 909	Singapore	Cited regarding the difference between enforcing a contractual right to be indemnified and assessing costs on an indemnity basis.

13. Applicable Rules

Rule Name
Rules of Court
Legal Profession (Professional Conduct) Rules 2015

14. Applicable Statutes

Statute Name	Jurisdiction
Companies Act 1967	Singapore
Contract (Rights of Third Parties) Act 2001	Singapore
Legal Profession Act 1996	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Trust deed
Beneficial ownership
Shares
Costs
Indemnity basis
Standard basis
Disbursements
Letter of indemnity
Nominal defendant
Resulting trust
Stop notice

15.2 Keywords

Trust
Shares
Costs
Singapore
Litigation

17. Areas of Law

Area Name	Relevance Score
Costs	95
Civil Procedure	90
Trust Law	70
Equity	60
Contract Law	40
Company Law	30

16. Subjects

Trusts
Civil Procedure
Costs