Raffles Education v. Prakash: Conspiracy, Misrepresentation & Breach of Contract. Education Sector Dispute.
Raffles Education Corporation Limited, Raffles Education Investment (India) Pte Ltd, and Raffles Design International India Pvt Ltd sued Shantanu Prakash and Lui Yew Lee Dennis Paul in the General Division of the High Court of the Republic of Singapore, alleging conspiracy and misrepresentation related to a Share Purchase Agreement (SPA) and a Business Advisory Agreement (BAA). The court, presided over by Audrey Lim J, found the defendants liable for fraudulent misrepresentation pertaining to the BAA, inducing breach of the SPA and BAA, and the BAA Conspiracy. The court awarded damages to the plaintiffs.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Plaintiff in part.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Raffles Education sues Prakash for conspiracy and misrepresentation related to a share purchase agreement. The court found fraudulent misrepresentation.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Raffles Education Corporation Limited | Plaintiff | Corporation | Judgment for Plaintiff in part | Partial | |
| Raffles Education Investment (India) Pte Ltd | Plaintiff | Corporation | Judgment for Plaintiff in part | Partial | |
| Raffles Design International India Pvt Ltd | Plaintiff | Corporation | Judgment for Plaintiff in part | Partial | |
| Shantanu Prakash | Defendant | Individual | Judgment against Defendant in part | Lost | |
| Lui Yew Lee Dennis Paul | Defendant | Individual | Judgment against Defendant in part | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Audrey Lim | Judge | Yes |
4. Counsels
4. Facts
- REC and E-Solutions entered into a Joint Venture Agreement in 2008 to provide education-related services in India.
- Educomp-Raffles Higher Education Limited was incorporated as part of the joint venture.
- ERHEL loaned JRRES INR500m, later increased to INR600m, for the latter to establish a college.
- RDI and JRRES entered into a Sale and Purchase Agreement on 6 May 2014, for RDI’s purchase of JRRES’s rights and interests to the Noida Site for INR3 billion.
- REI and Edulearn executed a BAA dated 12 March 2015, where Edulearn would provide advisory services to REI.
- The Sellers failed to fully comply with cl 4.1 of the SPA by 5 July 2015.
- The Purchasers commenced arbitration proceedings against the Sellers in the SIAC on the SPA.
5. Formal Citations
- Raffles Education Corp Ltd and others v Shantanu Prakash and another, Suit No 709 of 2019, [2023] SGHC 89
6. Timeline
| Date | Event |
|---|---|
| Chew and Shantanu discussed a joint venture. | |
| REC and E-Solutions executed a Joint Venture Agreement. | |
| Educomp-Raffles Higher Education Limited incorporated. | |
| ERHEL and JRRES entered into a loan agreement. | |
| Millennium Infra Developers Limited incorporated. | |
| MIDL entered into a Project Management and Construction Agreement with JRRES. | |
| Construction of Noida College was completed. | |
| REC, E-Solutions and ERHEL executed an addendum to the JVA. | |
| E-Solutions embarked on corporate debt restructuring proceedings. | |
| REC and E-Solutions representatives met to discuss a potential sale of JRRES. | |
| Shantanu ceased to be a director of E-AP. | |
| Dennis was a director of Edulearn Solutions Limited. | |
| REC and E-Solutions representatives met to discuss the future funding of the JV. | |
| Shantanu sent an email to Harpreet regarding JRRES members. | |
| REC and E-Solutions representatives met to discuss the potential sale of JRRES’s assets. | |
| RDI and JRRES entered into a Sale and Purchase Agreement. | |
| Shantanu discussed with Doris and/or Chew about REG buying Educomp’s stake in the JV Entities. | |
| REG’s lawyers prepared a draft of a share purchase agreement. | |
| REG and Educomp conducted negotiations on the draft share purchase agreement in Singapore. | |
| REG and Educomp conducted negotiations on the draft share purchase agreement in Singapore. | |
| SPA and BAA were executed. | |
| Dennis provided REI with an undertaking. | |
| REC announced on the Singapore Exchange that it had entered into the SPA. | |
| Sellers failed to fully comply with cl 4.1 of the SPA. | |
| Closing Date was extended. | |
| Dennis informed John that his clients were facing “practical difficulties” in completing the Closing. | |
| John replied to Dennis, conveying REG’s proposal. | |
| Dennis informed John that his clients were unable to close the SPA due to “practical restraints”. | |
| Dennis reiterated the Counter-Proposal. | |
| John placed his non-response on record in a final email. | |
| Purchasers sent a letter to the Sellers calling on them to comply with their obligations under the SPA. | |
| Purchasers commenced arbitration proceedings against the Sellers in the SIAC. | |
| REC announced the Arbitration on the SGX. | |
| Purchasers’ Indian lawyers informed the Sellers to comply with the SPA. | |
| Sellers issued a notice to terminate the SPA. | |
| Purchasers stated they were not agreeable to waiving the conditions in cl 4.1 or 4.4 of the SPA or terminating the SPA. | |
| Defendants resigned as E-AP’s directors. | |
| SIAC Tribunal issued a final award in the Purchasers’ favour. | |
| REI sought a refund of the BAA Initial Payment. | |
| REI sought a refund of the BAA Initial Payment. | |
| Dennis ceased to be a director of Edulearn. | |
| Trial began. | |
| Judgment reserved. |
7. Legal Issues
- Fraudulent Misrepresentation
- Outcome: The court found the defendants liable for fraudulent misrepresentation pertaining to the BAA Reps.
- Category: Substantive
- Related Cases:
- [2001] 2 SLR(R) 435
- Inducing Breach of Contract
- Outcome: The court found the defendants liable for inducing breach of the SPA and BAA.
- Category: Substantive
- Related Cases:
- [2018] 2 SLR 655
- Conspiracy
- Outcome: The court found the defendants liable for the BAA Conspiracy.
- Category: Substantive
- Issue Estoppel
- Outcome: The court found there was privity of interest between Shantanu and the Sellers, and identity of parties.
- Category: Procedural
- Related Cases:
- [2005] 3 SLR(R) 157
- [2016] 1 SLR 966
- [2021] 1 SLR 1248
- Abuse of Process
- Outcome: The court found REG has not taken inconsistent positions in the Arbitration and Suit.
- Category: Procedural
- Related Cases:
- [2009] SGHC 121
- [2018] SGHC 232
- [2020] 1 SLR 1296
- Tort of Causing Loss by Unlawful Means
- Outcome: The court dismissed REG’s claim in Unlawful Means Tort.
- Category: Substantive
- Related Cases:
- [2014] 4 SLR 574
- [2008] 1 AC 1
- [2018] SGHC 166
8. Remedies Sought
- Damages
- Specific Performance
9. Cause of Actions
- Conspiracy
- Fraudulent Misrepresentation
- Inducement of Breach of Contract
- Tort of Causing Loss by Unlawful Means
10. Practice Areas
- Commercial Litigation
11. Industries
- Education
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Lee Tat Development Pte Ltd v Management Corporation Strata Title Plan No 301 | Court of Appeal | Yes | [2005] 3 SLR(R) 157 | Singapore | Cited for the requirements to raise an issue estoppel. |
| AKN and another v ALC and others and other appeals | Court of Appeal | Yes | [2016] 1 SLR 966 | Singapore | Cited for the principle that an arbitral award can constitute a final and conclusive determination for the purpose of issue estoppel. |
| Ong Han Nam v Borneo Ventures Pte Ltd | High Court | Yes | [2021] 1 SLR 1248 | Singapore | Cited for the required commonality is a direct, parallel or corresponding interest in the subject matter of the litigation, and not simply a financial interest in the result of the action. |
| Eng Hui Cheh David v Opera Gallery Pte Ltd | High Court | Yes | [2009] SGHC 121 | Singapore | Cited for the principle that the doctrine of abuse of process must be pleaded. |
| Royal Melbourne Institute of Technology v Stansfield College Pte Ltd and another | High Court | Yes | [2018] SGHC 232 | Singapore | Cited for the principle that waiver by election is fact-dependent and pleading the material facts is an indispensable foundation upon which a plea of waiver rests. |
| BWG v BWF | Court of Appeal | Yes | [2020] 1 SLR 1296 | Singapore | Cited for the principle that the nature of the inquiry would involve consideration of whether a party has received an actual benefit because of an earlier inconsistent position. |
| Said v Butt | King's Bench Division | No | [1920] 2 KB 497 | England and Wales | Cited for the principle that a director would ordinarily be immune from tortious liability for authorising or procuring his company’s breach of contract if he was acting bona fide within the scope of his authority. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements of the tort of deceit or fraudulent misrepresentation. |
| Animal Concerns Research & Education Society v Tan Boon Kwee | High Court | Yes | [2011] 2 SLR 146 | Singapore | Cited for the principle that a director is personally liable for his own torts committed in relation to the company’s affairs, whilst acting as a director or employee of the company. |
| Standard Chartered Bank v Pakistan National Shipping Corpn and others (Nos 2 and 4) | House of Lords | Yes | [2003] 1 AC 959 | United Kingdom | Cited for the principle that no one can escape liability for his fraud by saying: ‘I wish to make it clear that I am committing this fraud on behalf of someone else and I am not to be personally liable’ |
| Yong Khong Yoong Mark and others v Ting Choon Meng and another | Appellate Division of the High Court | Yes | [2022] SGHC(A) 21 | Singapore | Cited for the principle that a statement of future intent is actionable if it is proven that at the time it was made, the person who made it had no intention of doing what he asserted he would do. |
| Foodco UK LLP v Henry Boot Developments Ltd | High Court | Yes | [2010] EWHC 358 (Ch) | England and Wales | Cited for the principle that what matters is the state of affairs at the date when the contract is concluded and the representation is acted upon. |
| Ernest Ferdinand Perez De La Sala v Compañia De Navegación Palomar SA and others and other appeals | Court of Appeal | Yes | [2018] 1 SLR 894 | Singapore | Cited for the principle that there is still substantial falsity in relation to the BAA Reps on which he may be liable. |
| Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appeal | Court of Appeal | Yes | [2018] 2 SLR 655 | Singapore | Cited for the elements of the tort of inducing breach of contract. |
| Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appeal | Court of Appeal | Yes | [2013] 4 SLR 193 | Singapore | Cited for the test to imply a term into a contract. |
| Wolero Pte Ltd v Lim Arvin Sylvester | Court of Appeal | Yes | [2017] 4 SLR 747 | Singapore | Cited for the principle that the court’s analysis on this tort has hitherto been resolved on the basis of inadequate pleadings. |
| Paragon Shipping Pte Ltd v Freight Connect (S) Pte Ltd | Court of Appeal | Yes | [2014] 4 SLR 574 | Singapore | Cited for the elements of the tort of causing loss by unlawful means. |
| OBG Ltd v Allan | House of Lords | No | [2008] 1 AC 1 | United Kingdom | Cited for the definition of unlawful means. |
| Leiman, Ricardo and another v Noble Resources Ltd and another | High Court | Yes | [2018] SGHC 166 | Singapore | Cited for the plaintiffs’ failure to prove any form of impropriety in the acts complained of or to prove the defendants committed the relevant acts with the intent of injuring the plaintiffs. |
| V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and another | Court of Appeal | Yes | [2015] 5 SLR 1422 | Singapore | Cited for the rule that pleadings delineate the parameters of the case. |
| Nanofilm Technologies International Pte Ltd v Semivac International Pte Ltd and others | Court of Appeal | Yes | [2018] 5 SLR 956 | Singapore | Cited for the principle that for the tort of inducing breach of contract, the damages recoverable include all intended damages and damages that are not too remote at the time of breach. |
| Robertson Quay Investments Pte Ltd v Steen Consultants Pte Ltd | Court of Appeal | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the principle that the tortious concept of remoteness of damage centres on the principle of reasonable foreseeability. |
| CHS CPO GmbH (in bankruptcy) and another v Vikas Goel and others | Court of Appeal | Yes | [2005] 3 SLR(R) 202 | Singapore | Cited for the principle that the tortious concept of remoteness of damage centres on the principle of reasonable foreseeability. |
| Overseas Tankship (UK) Ltd v Morts Dock and Engineering Co Ltd (The Wagon Mound) | Privy Council | Yes | [1961] AC 388 | United Kingdom | Cited for the principle that it is not hindsight but the foresight of the reasonable man that undergirds the test of remoteness. |
| Miliangos v George Frank (Textiles) Ltd | House of Lords | Yes | [1976] 1 AC 443 | United Kingdom | Cited for the general rule that damages should be assessed as at the date of breach. |
| Ho Yew Kong v Sakae Holdings Ltd and other appeals and other matters | Court of Appeal | Yes | [2018] 2 SLR 333 | Singapore | Cited for the principle that a nominee director owed the same duties to the company as any other director. |
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
- Joint Venture Agreement
- Share Purchase Agreement
- Business Advisory Agreement
- Educomp-Raffles Higher Education Limited
- Jai Radha Raman Education Society
- Noida Site
- Millennium Infra Developers Limited
- SPA Consideration
- SPA Deposit
- BAA Consideration
- BAA Initial Payment
15.2 Keywords
- Conspiracy
- Misrepresentation
- Breach of Contract
- Education
- Share Purchase Agreement
- Joint Venture
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Inducement of Breach of Contract | 80 |
| Misrepresentation | 75 |
| Fraud and Deceit | 75 |
| Conspiracy by Unlawful Means | 70 |
| Contract Law | 60 |
| Company Law | 50 |
| Director's Liability | 40 |
| Commercial Disputes | 30 |
| Arbitration | 20 |
16. Subjects
- Contract Law
- Tort Law
- Civil Procedure
- Conspiracy
- Misrepresentation
- Breach of Contract