Wong Ben v The WatchFund Ltd: Misrepresentation & Breach of Contract in Luxury Watch Investment Scheme

Wong Ben, Liew Edmund Ket Vui, Wong Tim Fuk Gary, Wong Nga Kok, and MCA Limited sued The WatchFund Limited and Dominic Khoo Kong Weng in the General Division of the High Court of Singapore, alleging fraudulent and negligent misrepresentation and breach of contract related to a luxury watch investment scheme. Teh Hwee Hwee J dismissed the misrepresentation claims but found The WatchFund Limited liable for breach of contract. The court declined to lift the corporate veil to hold Dominic Khoo personally liable. Specific performance was ordered.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Judgment for Plaintiffs in part; claims for misrepresentation dismissed; specific performance ordered for breach of contract.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiffs sue WatchFund for misrepresentation and breach of contract in a luxury watch investment scheme. The court dismissed misrepresentation claims but found WatchFund liable for breach of contract.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Wong BenPlaintiffIndividualSpecific performance orderedPartial
Liew Edmund Ket VuiPlaintiffIndividualSpecific performance orderedPartial
Wong Tim Fuk GaryPlaintiffIndividualSpecific performance orderedPartial
Wong Nga KokPlaintiffIndividualSpecific performance orderedPartial
MCA LimitedPlaintiffCorporationSpecific performance orderedPartial
The WatchFund LimitedDefendantCorporationSpecific performance orderedLost
Dominic Khoo Kong WengDefendantIndividualClaims dismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Teh Hwee HweeJudgeYes

4. Counsels

Counsel NameOrganization
Lye Hoong Yip RaymondUnion Law LLP
Sean Chen Siang EnDentons Rodyk & Davidson LLP
Zhulkarnain bin Abdul RahimDentons Rodyk & Davidson LLP
Lum Rui Loong ManfredDentons Rodyk & Davidson LLP
Lam Zhi Yong DanielDentons Rodyk & Davidson LLP

4. Facts

  1. Plaintiffs invested in a luxury watch scheme with WatchFund HK.
  2. WatchFund HK promised to re-purchase watches at a markup.
  3. Plaintiffs allege misrepresentations regarding watch values and market access.
  4. WatchFund HK failed to make re-purchase offers or honor existing offers.
  5. Dominic Khoo is the sole director and shareholder of WatchFund HK.
  6. WatchFund HK's bank accounts were closed, and funds transferred to Khoo's personal account.

5. Formal Citations

  1. Wong Ben and others v The WatchFund Ltd and another, Suit No 532 of 2021, [2024] SGHC 110

6. Timeline

DateEvent
Suit filed
Statement of Claim (Amendment No 1)
Trial began
Trial concluded
Judgment reserved
Gary Wong introduced Dominic Khoo to Innovest
Wong Ben entered into Pre-Dispute IA
Wong Ben entered into Pre-Dispute IA
Gary Wong entered into Pre-Dispute IA
Gary Wong entered into Pre-Dispute IA
Disputed IAs entered into
WatchFund HK received bank account closure letter
WatchFund HK bank accounts closed
Re-purchase offers made
Re-purchase offers cancelled
Investment Agreement assigned to MCA Limited by Ms. Yung

7. Legal Issues

  1. Fraudulent Misrepresentation
    • Outcome: Claim dismissed due to failure to prove false representation and damage.
    • Category: Substantive
  2. Negligent Misrepresentation
    • Outcome: Claim dismissed due to failure to prove false representation and damage.
    • Category: Substantive
  3. Breach of Contract
    • Outcome: WatchFund HK found liable for breach of contract for failing to follow through with re-purchase offers.
    • Category: Substantive
  4. Lifting the Corporate Veil
    • Outcome: Court declined to lift the corporate veil, finding WatchFund HK was not merely the alter ego of Dominic Khoo.
    • Category: Procedural
  5. Specific Performance
    • Outcome: Specific performance ordered for breach of contract, except for Ms. Yung's agreement.
    • Category: Remedial
  6. Hearsay
    • Outcome: Excel sheets deemed inadmissible as hearsay evidence.
    • Category: Evidentiary

8. Remedies Sought

  1. Monetary Damages
  2. Specific Performance
  3. Rescission of Contract
  4. Interest
  5. Costs

9. Cause of Actions

  • Fraudulent Misrepresentation
  • Negligent Misrepresentation
  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Investment Law

11. Industries

  • Financial Services
  • Luxury Goods

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
IM Skaugen SE and another v MAN Diesel & Turbo SE and anotherHigh CourtYes[2018] SGHC 123SingaporeCited for the elements of fraudulent misrepresentation and negligent misrepresentation.
IM Skaugen SE and another v MAN Diesel & Turbo SE and anotherHigh CourtYes[2016] SGHCR 6SingaporeCited for the elements of fraudulent misrepresentation and negligent misrepresentation.
Panatron Pte Ltd and another v Lee Cheow Lee and anotherCourt of AppealYes[2001] 2 SLR(R) 435SingaporeCited for the elements of fraudulent misrepresentation.
Fuji Xerox Singapore Pte Ltd v Mazzy Creations Pte Ltd and othersHigh CourtYes[2021] SGHC 193SingaporeCited for the standard of proof required for fraudulent misrepresentation.
Fong Maun Yee and another v Yoong Weng Ho RobertCourt of AppealYes[1997] 1 SLR(R) 751SingaporeCited for the elements of negligent misrepresentation.
Spandeck Engineering (S) Pte Ltd v Defence Science & Technology AgencyCourt of AppealYes[2007] 4 SLR(R) 100SingaporeCited for the elements of negligent misrepresentation.
Deutsche Bank AG v Chang Tse WenHigh CourtYes[2013] 1 SLR 1310SingaporeCited for the principle that a statement must be a statement of present fact to constitute an actionable misrepresentation.
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherHigh CourtYes[2015] 5 SLR 1422SingaporeCited for the principle that parties are bound by their pleadings.
United Overseas Bank Ltd v Lippo Marina Collection Pte Ltd and othersHigh CourtYes[2023] 4 SLR 202SingaporeCited for the principle that a false representation need not be made directly to the plaintiff.
Trans-World (Aluminium) Ltd v Cornelder China (Singapore)High CourtYes[2003] 3 SLR(R) 501SingaporeCited for the principle that the burden lies on the plaintiffs to establish misrepresentation.
Soon Peck Wah v Woon Che ChyeCourt of AppealYes[1997] 3 SLR(R) 430SingaporeCited for the rule against the admissibility of hearsay evidence.
iVenture Card Ltd and others v Big Bus Singapore City Sightseeing Pte Ltd and othersCourt of AppealYes[2022] 1 SLR 302SingaporeCited for the legal framework on repudiatory breaches of contract.
RDC Concrete Pte Ltd v Sato Kogyo (S) Pte Ltd and another appealCourt of AppealYes[2007] 4 SLR(R) 413SingaporeCited for the legal framework on repudiatory breaches of contract.
Hongkong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha LtdCourt of AppealYes[1962] 2 QB 26England and WalesCited for the principle of fundamental breach of contract.
San International Pte Ltd (formerly known as San Ho Huat Construction Pte Ltd) v Keppel Engineering Pte LtdCourt of AppealYes[1998] 3 SLR(R) 447SingaporeCited for the definition of renunciation of contract.
RBC Properties Pte Ltd v Defu Furniture Pte LtdCourt of AppealYes[2015] 1 SLR 997SingaporeCited for the principle that a refusal to perform a contract unless the other party complies with an invalid condition may amount to repudiation.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte LtdCourt of AppealYes[2008] 3 SLR(R) 1029SingaporeCited for the principle of contractual interpretation based on the entirety of the contract.
MCH International Pte Ltd and others v YG Group Pte Ltd and others and other appealsCourt of AppealYes[2019] 2 SLR 837SingaporeCited for the principle that contractual terms must be interpreted in their internal context.
Audi Construction Pte Ltd v Kian Hiap Construction Pte LtdCourt of AppealYes[2018] 1 SLR 317SingaporeCited for the general principles on waiver by election and equitable estoppel.
Ng Koon Yee Mickey v Mah Sau CheongAppellate Division of the High CourtYes[2022] 2 SLR 1296SingaporeCited for the prevention principle.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd and another and another appealCourt of AppealYes[2013] 4 SLR 193SingaporeCited for the steps to apply in determining if a term is to be implied in fact into a contract.
Petroplus Marketing AG v Shell Trading International LtdCourt of AppealYes[2009] 2 Lloyd’s Rep 611England and WalesCited for the principle that a party cannot insist on his contractual rights when he had himself caused the non-performance of a contractual event.
Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd (formerly known as Tian Jian Hua Xia Medical Group Holdings Pte Ltd) (in judicial management) and anotherCourt of AppealYes[2022] 1 SLR 884SingaporeCited for the principle of separate legal personality.
Aron Salomon v A Salomon and Co, LtdHouse of LordsYes[1897] 1 AC 22United KingdomCited for the principle of separate legal personality.
Sitt Tatt Bhd v Goh Tai HockHigh CourtYes[2009] 2 SLR(R) 44SingaporeCited for the principle that persons are entitled to incorporate companies for the purpose of separating their business affairs from their personal affairs.
Mohamed Shiyam v Tuff Offshore Engineering Services Pte LtdHigh CourtYes[2021] 5 SLR 188SingaporeCited for the principle that for one-man companies, the sole shareholder would almost always be the controlling mind and will of the company.
Alwie Handoyo v Tjong Very Sumito and another and another appealCourt of AppealYes[2013] 4 SLR 308SingaporeCited for the key inquiry under the Alter Ego Ground is whether the company was carrying on the business of its controller.
NEC Asia Pte Ltd v Picket & Rail Asia Pacific Pte LtdHigh CourtYes[2011] 2 SLR 565SingaporeCited for the key inquiry under the Alter Ego Ground is whether the company was carrying on the business of its controller.
Zim Integrated Shipping Services Ltd v Dafni IgalHigh CourtYes[2010] 2 SLR 426SingaporeCited for the key inquiry under the Alter Ego Ground is whether the company was carrying on the business of its controller.
Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd and othersHigh CourtYes[2022] 5 SLR 837SingaporeCited for the principle that little can be inferred from the fact of payment alone as there was insufficient evidence as to how the company's accounts had recorded this payment.
Liu Shu Ming and another v Koh Chew Chee and another matterHigh CourtYes[2023] 1 SLR 1477SingaporeCited for the principle that a repudiatory breach in the broader sense includes situations where there has been a breach of a condition.
Lee Chee Wei v Tan Hor Peow Victor and others and another appealCourt of AppealYes[2007] 3 SLR(R) 537SingaporeCited for the law on the availability of specific performance as a remedy.
Stickney v KeebleHouse of LordsYes[1915] AC 386United KingdomCited for the principle that equity will only grant specific performance if under all the circumstances, it is just and equitable to do so.
Chua Kwok Fun Kevin v Etons Management Consultants Pte LtdHigh CourtYes[1999] 1 SLR(R) 1088SingaporeCited for the factors affecting the court's discretion in granting specific performance.
CSDS Aircraft Sales & Leasing Inc v Singapore Airlines LtdCourt of AppealYes[2022] 1 SLR 284SingaporeCited for the principle that where an innocent party terminates the contract by accepting the counterparty's prior repudiatory breaches, the innocent party necessarily abandons his claim for specific performance.
Robertson Quay Investment Pte Ltd and another v Steen Consultants Pte Ltd and anotherCourt of AppealYes[2008] 2 SLR(R) 623SingaporeCited for the principle that a plaintiff claiming damages must prove his damage.
Ramesh s/o Krishnan v AXA Life Insurance Singapore Pte LtdHigh CourtYes[2017] SGHC 197SingaporeCited for the principle that where it is clear that some substantial loss has been suffered, the fact that an assessment is difficult because of the nature of the damage is no reason for awarding no damages or merely nominal damages.
MFM Restaurants Pte Ltd and another v Fish & Co Restaurants Pte Ltd and another appealCourt of AppealYes[2011] 1 SLR 150SingaporeCited for the principle that where it is clear that some substantial loss has been suffered, the fact that an assessment is difficult because of the nature of the damage is no reason for awarding no damages or merely nominal damages.
Grains and Industrial Products Trading Pte Ltd v Bank of India and anotherCourt of AppealYes[2016] 3 SLR 1308SingaporeCited for the principle that a plaintiff can only be awarded substantial damages if such damages have been proved.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Evidence Act 1893Singapore
Civil Law ActSingapore

15. Key Terms and Keywords

15.1 Key Terms

  • WatchFund
  • Investment Agreement
  • Re-purchase Offer
  • Investment Period
  • Sale Fee
  • Luxury Watches
  • Alter Ego
  • Corporate Veil
  • Piece Unique
  • Recommended Retail Price
  • Investment Cost
  • Sale Price

15.2 Keywords

  • watch investment
  • misrepresentation
  • breach of contract
  • specific performance
  • corporate veil
  • luxury watches

17. Areas of Law

Area NameRelevance Score
Breach of Contract90
Misrepresentation70
Lifting corporate veil60
Corporate Law50
Specific performance40
Damages30
Civil Litigation30
Fraudulent misrepresentation20
Evidence Law20
Negligent misrepresentation20

16. Subjects

  • Contract Dispute
  • Investment Dispute
  • Misrepresentation
  • Breach of Contract
  • Corporate Law