Gillingham James Ian v Fearless Legends Pte Ltd: Pre-Action Disclosure for Minority Oppression & Conspiracy Claims
In Gillingham James Ian v Fearless Legends Pte Ltd, the Singapore High Court considered an application by Gillingham James Ian for pre-action production of documents against Fearless Legends Pte Ltd, Christopher David Mansfield, Plaskocinski Thomas Andre, and Liam Patrick Jones, concerning a potential minority oppression claim and a conspiracy claim. The court allowed the application in part, ordering the respondents to produce certain documents and information, narrowed in scope and timeframe, to enable the applicant to assess the viability of his claims. The court also addressed the issue of costs, ordering the applicant to pay a portion of the respondents' costs.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Application allowed in part.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court addresses pre-action document production sought by Gillingham James Ian against Fearless Legends and others, concerning minority oppression and conspiracy.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Gillingham James Ian | Applicant | Individual | Application allowed in part | Partial | Chui Lijun, Joseph Lim |
| Fearless Legends Pte Ltd | Respondent | Corporation | Application allowed in part | Partial | |
| Christopher David Mansfield | Respondent | Individual | Application allowed in part | Partial | Dominic Chan, Chua Su Ann |
| Plaskocinski Thomas Andre | Respondent | Individual | Application allowed in part | Partial | Dominic Chan, Chua Su Ann |
| Liam Patrick Jones | Respondent | Individual | Application allowed in part | Partial | Dominic Chan, Chua Su Ann |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Justin Yeo | Assistant Registrar | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Chui Lijun | Bird & Bird ATMD |
| Joseph Lim | Bird & Bird ATMD |
| Dominic Chan | Characterist LLC |
| Chua Su Ann | Characterist LLC |
4. Facts
- Gillingham James Ian, along with Plaskocinski Thomas Andre, co-founded Fearless Legends Pte Ltd.
- Fearless Legends developed software and technology related to digital asset trading, including a proprietary code called the Source Code.
- Gillingham James Ian was removed as CEO and director of Fearless Legends on 8 April 2022.
- Gillingham James Ian suspected a scheme to divert Fearless Legends' resources to OneX LLC, a competitor.
- Fearless Legends entered into a Licensing Agreement with OneX LLC.
- Several Fearless Legends employees left to work for OneX LLC.
- Gillingham James Ian brought an application for pre-action production of documents and information.
5. Formal Citations
- Gillingham James Ian v Fearless Legends Pte Ltd and others, HC/OA 121 of 2023, [2023] SGHCR 13
6. Timeline
| Date | Event |
|---|---|
| Fearless Legends incorporated in Singapore | |
| Liam Patrick Jones became CEO of Fearless Legends | |
| Liam Patrick Jones resigned as director and CEO | |
| Christopher David Mansfield joined Fearless Legends as Executive Director | |
| Gillingham James Ian became CEO of Fearless Legends | |
| Gillingham James Ian dismissed as CEO and director | |
| Fearless Legends was wound up | |
| First Affidavit of Gillingham James Ian filed | |
| First Affidavit of Liam Patrick Jones filed | |
| First Affidavit of Christopher David Mansfield filed | |
| First Affidavit of Plaskocinski Thomas Andre filed | |
| Applicant's Written Submissions filed | |
| Respondents' Written Submissions filed | |
| Arguments heard | |
| Arguments heard | |
| Judgment rendered |
7. Legal Issues
- Minority Oppression
- Outcome: The court found that the Minority Oppression Claim was sufficiently viable, at the pre-action stage, to warrant the production of documents and information.
- Category: Substantive
- Sub-Issues:
- Commercial unfairness
- Breach of legitimate expectations
- Systemic abuse
- Conspiracy
- Outcome: The court found the Conspiracy Claim sufficiently viable, at the pre-action stage, to warrant some production of documents and information.
- Category: Substantive
- Sub-Issues:
- Unlawful means
- Intention to injure
- Pre-Action Production of Documents
- Outcome: The court granted a substantially circumscribed set of requests, narrowed both in terms of the substantive scope of the documents and information sought as well as the operative timeframe.
- Category: Procedural
- Sub-Issues:
- Materiality
- Interests of justice
- Fishing expedition
8. Remedies Sought
- Pre-action production of documents and information
- Share buyout
9. Cause of Actions
- Minority Oppression
- Conspiracy
10. Practice Areas
- Commercial Litigation
- Dispute Resolution
11. Industries
- Technology
- Financial Services
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ho Yew Kong v Sakae Holdings Ltd | Court of Appeal | Yes | [2018] 2 SLR 333 | Singapore | Cited for the principle that a minority oppression claim can be founded on a shareholder’s suffering of a personal wrong over and above the corporate wrong suffered by the company. |
| Norwich Pharmacal v Customs & Excise Commissioner | N/A | Yes | [1974] AC 133 | N/A | Cited to define the scope of pre-action production of documents and information. |
| Dorsey James Michael v World Sport Group Pte Ltd | N/A | Yes | [2014] 2 SLR 208 | Singapore | Cited for the factors to be considered in determining whether pre-action production would be in the interests of justice. |
| Ching Mun Fong v Standard Chartered Bank | N/A | Yes | [2012] 4 SLR 185 | Singapore | Cited for the tension in the Rules of Court concerning whether pre-action disclosure ought to be ordered. |
| Intas Pharmaceuticals Ltd v DealStreetAsia Pte Ltd | N/A | Yes | [2017] 4 SLR 684 | Singapore | Cited for the factors to be considered in determining whether pre-action production would be in the interests of justice. |
| CSR v CSS | N/A | Yes | [2022] 5 SLR 675 | Singapore | Cited for the principle that an applicant may demonstrate necessity by showing that there is some gap in his/her knowledge which must be filled by the information obtained through pre-action disclosure. |
| Toyota Tsusho (Malaysia) Sdn Bhd v United Overseas Bank Ltd and another | High Court | Yes | [2016] SGHC 74 | Singapore | Cited for the principle that the pre-action production mechanism is generally intended for an applicant who has some basis for believing that he/she has a viable cause of action, but who is unable to properly plead his/her claim because he/she requires certain documents and information to cover “critical gaps” in the intended claim. |
| Trek Technology (Singapore) v FE Global Electronics | N/A | Yes | [2003] 3 SLR(R) 685 | Singapore | Cited for the principle that a court may dismiss an application for production of a specific document or piece of information at the time of the application, while leaving it open to the applicant to apply at a subsequent stage where the requested document or information has become “material”. |
| China Merchants Bank Co Ltd v Sinfeng Marine Services Pte Ltd | High Court | Yes | [2019] SGHC 238 | Singapore | Cited for the principle that pre-action production minimizes the risk of time and costs being unnecessarily expended in the bringing of a claim that is subsequently struck out due to insufficient information. |
| Leong Chee Kin v Ideal Design Studio Pte Ltd and ors | N/A | Yes | [2018] 4 SLR 331 | Singapore | This was a decision after a trial of a minority oppression claim. The court held that the defendant-shareholders had devalued the aggrieved shareholder’s shareholding by diverting commercial opportunities from the company to five companies in which the defendant-shareholders alone had an interest. |
| Cheong Hong Meng David v Sim Irene and anor | High Court | Yes | [2022] SGHC 72 | Singapore | This was a decision after a trial of a minority oppression claim. In gist, a shareholder/director took certain actions to benefit herself and other entities, to deplete the company’s assets and finances (including the value of the aggrieved shareholder’s shareholding), and to reduce the returns that the aggrieved shareholder would obtain from his investment in the company. |
| Kroll Daniel v Cyberdyne Tech Exchange Pte Ltd | High Court | Yes | [2022] SGHC 231 | Singapore | This was a decision on an application to strike out a minority oppression claim at the interlocutory stage. The aggrieved shareholder claimed that a director and an alleged shadow director of the company had run the company in an “opaque manner”, substantially depleting the company’s funds with “costly ‘questionable’ transactions”, sought to “pressure” the aggrieved shareholder to exit the company at a “low price” by telling him that the company was “insolvent” and that new funds would be injected only if the aggrieved shareholder left, and eventually took steps to dilute the aggrieved shareholder’s shares. |
| Ang Xing Yao Lionel and anor v Lew Mun Hung Joseph and ors | High Court | Yes | [2022] SGHC 277 | Singapore | This was a decision after a trial of a minority oppression claim. The court opined that conduct involving stripping a company of assets in favour of another business in which the majority (but not the minority) shareholders had an interest would potentially found relief under s 216 of the Companies Act, even if the majority was “justifiably unhappy with the minority”. |
| Venkatraman Kalyanaraman v Nithya Kalyani and others | N/A | Yes | [2016] 4 SLR 1365 | Singapore | Cited as a case in which a common law derivative action was struck out on the basis that the plaintiff did not have locus standi to bring claims relating to the diversion of the company’s business and assets given that the diversion constituted corporate rather than personal loss. |
| Wei Fengpin v Raymond Low Tuck Loong and others | N/A | Yes | [2022] 2 SLR 363 | Singapore | Cited for the principle that the fact that Fearless Legends is presently in liquidation would not prevent a buyout based on its previous valuation. |
| Baker, Samuel Cranage and another v SPH Interactive Pte Ltd and others | High Court | Yes | [2022] SGHC 237 | Singapore | Cited for the principle that conduct which is merely unfair is not – by itself – unlawful. |
| SH Cogent Logistics Pte Ltd v Singapore Agro Agricultural Pte Ltd | N/A | Yes | [2014] 4 SLR 1208 | Singapore | Cited for the elements of the tort of conspiracy. |
| Element Six Technologies Ltd v IIa Technologies Pte Ltd | High Court | Yes | [2018] SGHCR 13 | Singapore | Cited for the principle that the court has the discretion to narrow the requests rather than to reject the requests in their entirety. |
| Sanae Achar v Sci-Gen Ltd | N/A | Yes | [2011] 3 SLR 967 | Singapore | Cited for the principle that the court has the discretion to narrow the requests rather than to reject the requests in their entirety. |
| Horwood v Davenport | Supreme Court of Western Australia | Yes | [2014] WASC 436 | Australia | Cited to support the view that the general approach is to award costs to the person against whom a pre-action disclosure order is made. |
| Riley as Trustee of the Ker Trust v Jubilee Gold Mines NL BC 200002859 | Supreme Court of Western Australia | Yes | [2000] WASC 114 | Australia | Cited to support the view that the general approach is to award costs to the person against whom a pre-action disclosure order is made. |
| SES Contracting Ltd and Others v UK Coal plc | UK Court of Appeal | Yes | [2007] 5 Costs LR 758 | United Kingdom | Cited to support the view that the general approach is to award costs to the person against whom a pre-action disclosure order is made. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
| O 11 r 11 of the Rules of Court 2021 |
| O 11 r 3(3)(b) of the Rules of Court 2021 |
| O 1 r 3(1) of the Rules of Court 2021 |
| O 3 r 1(1) of the Rules of Court 2021 |
| O 3 r 1(3) of the Rules of Court 2021 |
| O 3 r 2(2) of the Rules of Court 2021 |
| O 2 r 13(1) of the Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act 1967 | Singapore |
| s 216 of the Companies Act 1967 | Singapore |
| s 216A of the Companies Act 1967 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Pre-action production
- Minority oppression
- Conspiracy
- Diversion scheme
- Source code
- OneX LLC
- LiquidityOne
- Legitimate expectation
- Commercial unfairness
15.2 Keywords
- pre-action production
- minority oppression
- conspiracy
- companies act
- rules of court
- singapore
- fearless legends
- gillingham james ian
16. Subjects
- Civil Procedure
- Company Law
- Minority Rights
- Pre-Action Discovery
17. Areas of Law
- Civil Procedure
- Minority Oppression
- Conspiracy