Sullivan v Hill Capital: Striking Out Action Against Director for Breach of Fiduciary Duty
In Sullivan, Sir Cornelius Sean v Hill Capital Pte Ltd and Ban Su Mei, the High Court of Singapore considered an application to strike out an action against Ms. Ban, the director of Hill Capital, the trustee of the Anchor Trusts. The applicant, Mr. Sullivan, alleged Ms. Ban breached her fiduciary duties to the trust beneficiaries. The court granted the striking out application, finding no reasonable cause of action against Ms. Ban, as she did not owe fiduciary duties to the trust beneficiaries in her personal capacity.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Prayers for relief sought against the second respondent, Ms Ban Su Mei, are struck out and the action against her is dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
The High Court struck out an action against a director for breach of fiduciary duty, finding no basis for a fiduciary relationship with trust beneficiaries.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Sullivan, Sir Cornelius Sean | Applicant | Individual | Action against second respondent dismissed | Lost | Woo Shu Yan, Foo Zhi Wei, Jonathan Mok |
| Hill Capital Pte Ltd | Respondent | Corporation | |||
| Ban Su Mei | Respondent | Individual | Application to strike out granted | Won | Lim Wei Lee, Lim Yuan Jing, Ang Guo Qiang |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Kristy Tan | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Woo Shu Yan | Drew & Napier LLC |
| Foo Zhi Wei | Drew & Napier LLC |
| Jonathan Mok | Drew & Napier LLC |
| Lim Wei Lee | WongPartnership LLP |
| Lim Yuan Jing | WongPartnership LLP |
| Ang Guo Qiang | WongPartnership LLP |
4. Facts
- Mr. Sullivan sought orders for the Respondents to provide accounts and documents related to the Anchor Trusts.
- Mr. Sullivan sought a declaration that Hill Capital breached its duties as trustee.
- Mr. Sullivan sought a declaration that Ms. Ban breached her fiduciary duties to the beneficiaries.
- Ms. Ban is the sole shareholder and director of Hill Capital.
- Hill Capital is the trustee of the Anchor Trusts.
- The Applicant claimed Ms. Ban owed fiduciary duties to the Trust Beneficiaries.
- Ms. Ban applied to strike out the action against her, arguing she was not a trustee and owed no duties to the Applicant.
5. Formal Citations
- Sullivan, Sir Cornelius Sean v Hill Capital Pte Ltd and another, , [2024] SGHC 198
- Unknown, Originating Application No 820 of 2023, Originating Application No 820 of 2023
- Unknown, Summons No 843 of 2024, Summons No 843 of 2024
6. Timeline
| Date | Event |
|---|---|
| Mr Joseph Sullivan executed the Anchor Trust and the Anchor Two Trust. | |
| Hill Capital Pte Ltd was incorporated. | |
| Hill Capital was appointed as the trustee of the Anchor Trusts. | |
| The Applicant commenced OA 820 against Hill Capital and Ms Ban. | |
| OA 820 was amended. | |
| Ms Ban filed SUM 843, applying to strike out the action against her. | |
| The Applicant filed SUM 952 and SUM 953. | |
| The Applicant filed his affidavit in response to SUM 843. | |
| Hearing of SUM 843 resumed. | |
| Judgment reserved. |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that Ms. Ban, as a director of Hill Capital, did not owe a fiduciary duty to the beneficiaries of the Anchor Trusts in her personal capacity.
- Category: Substantive
- Striking Out
- Outcome: The court granted the application to strike out the action against Ms. Ban, finding no reasonable cause of action.
- Category: Procedural
- Alter Ego
- Outcome: The court found that there was no factual basis to assert that Ms. Ban is the alter ego of Hill Capital.
- Category: Substantive
8. Remedies Sought
- Orders for accounts and documents
- Declaration of breach of trustee duties
- Declaration of breach of fiduciary duties
9. Cause of Actions
- Breach of Fiduciary Duty
10. Practice Areas
- Trust Law
- Commercial Litigation
11. Industries
- No industries specified
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Philip Morris Products Inc v Power Circle Sdn Bhd and others | High Court | No | [1999] 1 SLR(R) 964 | Singapore | Cited for the dimensions of a cause of action. |
| Hong Alvin v Chia Quee Khee | High Court | No | [2011] SGHC 249 | Singapore | Cited for the dimensions of a cause of action. |
| Iskandar bin Rahmat and others v Attorney-General and another | Court of Appeal | No | [2022] 2 SLR 1018 | Singapore | Cited for the meaning of a reasonable cause of action. |
| Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others | Court of Appeal | No | [1997] 3 SLR(R) 649 | Singapore | Cited for principles regarding striking out a claim. |
| Knapman v Servian and another (In re Caines, decd) | Unknown | No | [1978] 1 WLR 540 | England and Wales | Cited for considering affidavit evidence in striking out applications. |
| CZD v CZE | Court of Appeal | No | [2023] 5 SLR 806 | Singapore | Cited for the requirement that an affidavit in an originating application deal with all relevant matters. |
| Tan Teck Kee v Ratan Kumar Rai | Court of Appeal | No | [2022] 2 SLR 1250 | Singapore | Cited for principles in determining the existence of an ad hoc fiduciary relationship. |
| Tan Yok Koon v Tan Choo Suan and another and other appeals | Court of Appeal | No | [2017] 1 SLR 654 | Singapore | Cited for principles in determining the existence of an ad hoc fiduciary relationship. |
| Bath v Standard Land Company, Limited | Unknown | No | [1911] 1 Ch 618 | England and Wales | Cited for the principle that a director of a corporate trustee does not owe a fiduciary duty to a beneficiary solely by reason of their directorship. |
| Horwood v Davenport | Supreme Court of Western Australia | No | [2014] WASC 436 | Australia | Cited for the principle that a director of a corporate trustee does not owe a fiduciary duty to a beneficiary solely by reason of their directorship. |
| Baker, Michael A (executor of the estate of Chantal Burnison, deceased) v BCS Business Consulting Services Pte Ltd and others | High Court | No | [2020] 4 SLR 85 | Singapore | Cited regarding fiduciary duties of directors and shareholders. |
| Lavrentiadis, Lavrentios v Dextra Partners Pte Ltd and another | High Court | No | [2020] SGHC 146 | Singapore | Cited regarding fiduciary duties of directors and shareholders. |
| Burdett v Miller | United States Court of Appeals for the Seventh Circuit | No | 957 F 2d 1375 (7th Cir, 1992) | United States | Cited regarding the establishment of a fiduciary relationship when trust and confidence are reposed. |
| Commodities Intelligence Centre Pte Ltd v Mako International Trd Pte Ltd and others | Court of Appeal | No | [2022] 5 SLR 837 | Singapore | Cited regarding the establishment of a fiduciary relationship when trust and confidence are reposed. |
| Mara v Browne | Unknown | No | [1896] 1 Ch 199 | England and Wales | Cited for the definition of a trustee de son tort. |
| Carl Zeiss Stiftung v Herbert Smith & Co and another (No 2) | Unknown | No | [1969] 2 WLR 427 | England and Wales | Cited for the principle that acting as an agent of trustees does not make one a trustee de son tort. |
| Alwie Handoyo v Tjong Very Sumito and another and another appeal | Court of Appeal | No | [2013] 4 SLR 308 | Singapore | Cited for the principle of piercing the corporate veil based on alter ego. |
| Mohamed Shiyam v Tuff Offshore Engineering Services Pte Ltd | Court of Appeal | No | [2021] 5 SLR 188 | Singapore | Cited for the limitations on piercing the corporate veil for one-man companies. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| O 9 r 16(1)(a) of the Rules of Court 2021 | Singapore |
| O 9 r 16(1)(b) of the Rules of Court 2021 | Singapore |
| O 9 r 16(1)(c) of the Rules of Court 2021 | Singapore |
| O 9 r 16 of the Rules of Court 2021 | Singapore |
| O 6 r 13 of the ROC 2021 | Singapore |
| O 6 r 12(6) of the ROC 2021 | Singapore |
| O 15 r 7(5) of the ROC 2021 | Singapore |
| O 3 rr 1(2)(b), 1(2)(c) and 1(2)(d) of the ROC 2021 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Anchor Trusts
- Trustee
- Fiduciary Duty
- Striking Out
- Originating Application
- Beneficiaries
- Trust Assets
- Trust Moneys
- Director
- Shareholder
- Alter Ego
15.2 Keywords
- Trust
- Fiduciary
- Director
- Striking Out
- Singapore
- Beneficiary
16. Subjects
- Trust Law
- Civil Procedure
- Fiduciary Duty
17. Areas of Law
- Civil Procedure
- Striking Out
- Trusts
- Equity
- Fiduciary relationships