Shree Ramkrishna Exports v JG Jewelry: Joint Venture Dispute & Director's Duties
In Shree Ramkrishna Exports Pvt Ltd v JG Jewelry Pte Ltd, heard in the General Division of the High Court of Singapore on January 18, 2024, Shree Ramkrishna Exports Pvt Ltd (“SRK”) sued JG Jewelry Pte Ltd (“JGJ”) for the price of diamonds and diamond jewellery sold and delivered. JGJ counterclaimed, alleging a joint venture agreement. Shaileshkumar Manubhai Khunt (“Shailesh”) also brought an oppression claim against JGJ, with JGJ counterclaiming for breach of director’s duties. The court found that a joint venture existed but was not legally enforceable. The court ruled in favor of SRK and The Jewelry Company (“TJCI”) for reasonable compensation for goods supplied, but dismissed the counterclaims. The court also ordered a restatement of JGJ's financial statements.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Shree Ramkrishna Exports Pvt Ltd and The Jewelry Company in part; counterclaims dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court case involving Shree Ramkrishna Exports and JG Jewelry over a disputed joint venture agreement and director's duties.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Shree Ramkrishna Exports Pvt Ltd | Plaintiff, Defendant | Corporation | Judgment for Plaintiff in part | Partial | |
| JG Jewelry Pte Ltd | Defendant, Plaintiff, Respondent | Corporation | Counterclaims dismissed | Dismissed | |
| The Jewelry Company | Defendant | Partnership | Judgment for Plaintiff in part | Partial | |
| TJC Jewelry, Inc | Defendant | Corporation | Counterclaims dismissed | Dismissed | |
| Govind Dholakia | Defendant | Individual | Counterclaims dismissed | Dismissed | |
| Rahul Dholakia | Defendant | Individual | Counterclaims dismissed | Dismissed | |
| Nirav Narola | Defendant | Individual | Counterclaims dismissed | Dismissed | |
| Amit Shah | Defendant | Individual | Counterclaims dismissed | Dismissed | |
| Ashish Shah | Defendant | Individual | Counterclaims dismissed | Dismissed | |
| Shaileshkumar Manubhai Khunt | Plaintiff, Defendant | Individual | Judgment for Plaintiff in part | Partial | |
| Michael Bernard Kriss | Defendant | Individual | Order against Defendant | Lost | |
| David Miles Kriss | Defendant | Individual | Order against Defendant | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Chua Lee Ming | Judge | Yes |
4. Counsels
4. Facts
- Shree Ramkrishna Exports Pvt Ltd (SRK) and JG Jewelry Pte Ltd (JGJ) entered into a business collaboration.
- The Kriss Brothers and Rahul Dholakia discussed a joint venture in December 2014.
- JG Jewelry Pte Ltd was incorporated in Singapore on March 31, 2015.
- Shaileshkumar Manubhai Khunt held 50% of the shares in JG Jewelry Pte Ltd.
- The Kriss Brothers made adjustments to JG Jewelry Pte Ltd's 2016 financial statements.
- The collaboration between the SRK Entities and the JDM Entities was terminated on August 31, 2017.
- SRK supplied diamonds and diamond jewellery to JGJ, with US$23,400,456.25 remaining unpaid.
5. Formal Citations
- Shree Ramkrishna Exports Pvt Ltd v JG Jewelry Pte Ltd and another suit, Suit Nos 418 of 2018 and 475 of 2018, [2024] SGHC 10
6. Timeline
| Date | Event |
|---|---|
| Shaileshkumar Manubhai Khunt began working for Shree Ramkrishna Exports Pvt Ltd | |
| Shaileshkumar Manubhai Khunt ceased working for Shree Ramkrishna Exports Pvt Ltd | |
| Kriss Brothers met with Rahul Dholakia to discuss a joint venture | |
| Nirav, Amit, and Ashish met with the Kriss Brothers in New York for further discussions | |
| Amit sent an email to the Kriss Brothers attaching the Joint Venture Memo | |
| Kriss Brothers traveled to Mumbai, India | |
| JG Jewelry Pte Ltd was incorporated in Singapore | |
| Ng Chee Wooi Michael was appointed as a director of JG Jewelry Pte Ltd | |
| Resident Director Indemnity Agreement was signed | |
| Business collaboration between JDM Entities and SRK Entities commenced | |
| Shailesh, Michael, and David were appointed as directors of JG Jewelry Pte Ltd | |
| SRK purchased a 26% stake in TJCI through its subsidiary, Ramkrishna Goldi Pvt Ltd | |
| TJCNY moved to the JDM Entities’ office in New York | |
| Bookkeeping, accounting, and back-office functions of JGJ and JDM Entities were transferred to TJCI | |
| JG Jewelry Pte Ltd opened a bank account with the Israel Discount Bank in New York | |
| JG Jewelry Pte Ltd engaged KPMG to carry out an accounting exercise | |
| Rahul, Amit, and Nirav informed the Kriss Brothers of SRK’s decision to terminate the collaboration | |
| Collaboration between the SRK Entities and the JDM Entities was terminated | |
| TJCNY moved out of the JDM Entities' office | |
| KPMG withdrew from its engagement with JG Jewelry Pte Ltd | |
| TJCNY commenced action in New York against the JDM Entities | |
| Michael sent JG Jewelry Pte Ltd's revised financial statements for FY 2016 to AT Adler | |
| Kriss Brothers signed a JG Jewelry Pte Ltd directors’ resolution authorizing them to commence legal proceedings against TJCNY | |
| Shailesh objected to the First Resolution | |
| Kriss Brothers and Ng signed a JG Jewelry Pte Ltd directors’ resolution authorizing the Kriss Brothers to commence legal proceedings against SRK and TJCI | |
| Shailesh objected to the Second Resolution | |
| SRK’s lawyers wrote to JG Jewelry Pte Ltd to demand payment of outstanding invoices | |
| Shailesh received an email from AT Adler enclosing the draft 2016 FS | |
| Kriss Brothers and Ng signed a JG Jewelry Pte Ltd directors’ resolution approving JG Jewelry Pte Ltd’s audited accounts for FY 2016 | |
| K Ashar issued a letter of demand on behalf of TJCI for US$2,211,079.91 | |
| JG Jewelry Pte Ltd and the JDM Entities commenced action in New York against the SRK Entities | |
| Notice was given that an AGM of JG Jewelry Pte Ltd would be held on 19 April 2018 to adopt the 2016 FS | |
| Shailesh received a copy of the Third Resolution | |
| AGM was held and the 2016 FS was adopted | |
| SRK filed Suit 418 | |
| Jim sent a JG Jewelry Pte Ltd Board resolution to Shailesh for his signature | |
| Shailesh filed Suit 475 | |
| Hearing commenced | |
| Hearing concluded | |
| Judgment reserved |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that a joint venture existed but was not legally enforceable.
- Category: Substantive
- Unjust Enrichment
- Outcome: The court found that Shree Ramkrishna Exports Pvt Ltd and The Jewelry Company were entitled to reasonable compensation for goods supplied based on unjust enrichment.
- Category: Substantive
- Breach of Director's Duties
- Outcome: The court found that the Kriss Brothers' conduct in connection with the Accounts Payable Adjustment, SRK Payable Adjustment and Capital Repayment Adjustment was commercially unfair.
- Category: Substantive
- Minority Shareholder Oppression
- Outcome: The court found that Shailesh, as a nominee shareholder, had standing to bring a claim under Section 216 of the Companies Act.
- Category: Substantive
8. Remedies Sought
- Monetary Damages
- Restatement of Financial Statements
- Order to Procure Payment to Escrow Agent
- Authorization to Commence Legal Proceedings
9. Cause of Actions
- Breach of Contract
- Unjust Enrichment
- Breach of Director's Duties
- Minority Shareholder Oppression
10. Practice Areas
- Commercial Litigation
- Corporate Law
11. Industries
- Jewellery
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| No cited cases | |||||
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Joint Venture Agreement
- Cost-Plus Pricing
- Sell-Minus Pricing
- Accounting Reconciliation
- Nominee Shareholder
- Director's Duties
- Financial Statements
- Restitution
- Unjust Enrichment
- 23M Invoices
- 42M Invoices
- 2.2M Invoices
15.2 Keywords
- joint venture
- contract
- diamonds
- jewellery
- director duties
- shareholder
- singapore
- commercial
- litigation
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Contract Law | 75 |
| Company Law | 65 |
| Director's Duties | 60 |
| Unjust Enrichment | 60 |
| Minority Oppression | 55 |
| Restitution | 50 |
| Failure of consideration | 50 |
| Counter-restitution | 45 |
| Commercial Disputes | 40 |
| Certainty of terms | 35 |
| Shareholders | 30 |
| Estoppel | 30 |
16. Subjects
- Contract Dispute
- Joint Venture
- Director's Duties
- Minority Shareholder Rights
- Accounting
- Restitution
- Unjust Enrichment