True Yoga v Wee Ewe Seng: Assessment of Damages for Breach of Fiduciary & Contractual Duties

In True Yoga Pte Ltd and others v Wee Ewe Seng Patrick John, the General Division of the High Court of Singapore addressed the quantification of losses suffered by True Yoga Pte Ltd, True Fitness (STC) Pte Ltd, and True Fitness Pte Ltd (collectively, "True Group (Singapore)") due to the defendant Patrick John Wee Ewe Seng's breach of contractual and director's duties. The court, presided over by Choo Han Teck J, determined that the historical benchmark should be used to assess damages, covering a 12-month period from July 2017 to June 2018, and instructed the parties to agree on the final value of the losses based on the court's parameters.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Parties are to instruct their experts to reach an agreement on the value of the plaintiffs’ losses based on the parameters set out in the judgment.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Assessment of damages for breach of fiduciary and contractual duties. The court adopted the historical benchmark to quantify losses.

1.7 Decision Date

4 September 2024

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
True Yoga Pte Ltd	Plaintiff	Corporation	Parties are to instruct their experts to reach an agreement on the value of the plaintiffs’ losses based on the parameters set out in the judgment.	Neutral	Jordan Tan of Audent Chambers LLC Victor Leong of Audent Chambers LLC Lim Jun Heng of Audent Chambers LLC Keith Han of Oon & Bazul LLP Angela Phoon of Oon & Bazul LLP
True Fitness (STC) Pte Ltd	Plaintiff	Corporation	Parties are to instruct their experts to reach an agreement on the value of the plaintiffs’ losses based on the parameters set out in the judgment.	Neutral	Jordan Tan of Audent Chambers LLC Victor Leong of Audent Chambers LLC Lim Jun Heng of Audent Chambers LLC Keith Han of Oon & Bazul LLP Angela Phoon of Oon & Bazul LLP
True Fitness Pte Ltd	Plaintiff	Corporation	Parties are to instruct their experts to reach an agreement on the value of the plaintiffs’ losses based on the parameters set out in the judgment.	Neutral	Jordan Tan of Audent Chambers LLC Victor Leong of Audent Chambers LLC Lim Jun Heng of Audent Chambers LLC Keith Han of Oon & Bazul LLP Angela Phoon of Oon & Bazul LLP
Patrick John Wee Ewe Seng	Defendant	Individual	Parties are to instruct their experts to reach an agreement on the value of the plaintiffs’ losses based on the parameters set out in the judgment.	Neutral	Daniel Soo of Selvam LLC Dupinderjeet Kaur of Selvam LLC

3. Judges

Judge Name	Title	Delivered Judgment
Choo Han Teck	Judge of the High Court	Yes

4. Counsels

Counsel Name	Organization
Jordan Tan	Audent Chambers LLC
Victor Leong	Audent Chambers LLC
Lim Jun Heng	Audent Chambers LLC
Keith Han	Oon & Bazul LLP
Angela Phoon	Oon & Bazul LLP
Daniel Soo	Selvam LLC
Dupinderjeet Kaur	Selvam LLC

4. Facts

The plaintiffs are Singapore companies operating gymnasiums and fitness centres.
The defendant was the former Group Chief Executive Officer of True Group from 19 March 2008 until 9 May 2018.
The defendant was found liable in breach of his contractual duties and director’s duties.
True Group (Thailand) ceased operations on 9 June 2017.
True Group (Malaysia) ceased operations on 10 June 2017.
The plaintiffs' losses are financial loss arising from damage to the brand equity of the ‘True’ brand.
The court adopted the plaintiffs’ time period of 12 months from July 2017 to June 2018 for the quantification exercise.

5. Formal Citations

True Yoga Pte Ltd and others v Wee Ewe Seng Patrick John, Suit No 376 of 2019, [2024] SGHC 228
True Yoga Pte Ltd and others v Wee Ewe Seng Patrick John, , [2022] SGHC 155
Wee Ewe Seng Patrick John v True Yoga Pte Ltd and others, , [2023] 2 SLR 323

6. Timeline

Date	Event
2008-03-19	Defendant appointed as Group Chief Executive Officer of True Group
2017-06-09	True Group (Thailand) ceased operations
2017-06-10	True Group (Malaysia) ceased operations
2017-06-12	Plaintiffs replaced the 24-months Term Membership with two separate memberships of one year each
2017-09-25	DBS terminated its IPP service with the plaintiffs
2018-01-01	Dues Plus Membership effective from this date
2018-02-01	Term Membership discontinued from this date
2018-05-09	Defendant ceased to be the Group Chief Executive Officer of True Group
2021-07-30	Defendant ceased to be the director of the plaintiffs
2022-01-01	Judgment in True Yoga Pte Ltd and others v Wee Ewe Seng Patrick John [2022] SGHC 155
2023-01-01	Judgment in Wee Ewe Seng Patrick John v True Yoga Pte Ltd and others [2023] 2 SLR 323
2024-04-05	Joint expert statement dated
2024-09-05	Judgment reserved

7. Legal Issues

Breach of Contractual Duties
- Outcome: The defendant was found liable for breach of his contractual duties.
- Category: Substantive
Breach of Director's Duties
- Outcome: The defendant was found liable for breach of his director's duties.
- Category: Substantive
Breach of Fiduciary Duty
- Outcome: The defendant was found liable for breach of his fiduciary duty.
- Category: Substantive
Quantification of Damages
- Outcome: The court determined that the historical benchmark should be used to assess damages, covering a 12-month period from July 2017 to June 2018.
- Category: Substantive

8. Remedies Sought

Damages

9. Cause of Actions

Breach of Contract
Breach of Director's Duties
Breach of Fiduciary Duty

10. Practice Areas

Commercial Litigation

11. Industries

Fitness

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
True Yoga Pte Ltd and others v Wee Ewe Seng Patrick John	High Court	Yes	[2022] SGHC 155	Singapore	Cited for the finding that the defendant was liable in breach of his contractual duties and director’s duties.
Wee Ewe Seng Patrick John v True Yoga Pte Ltd and others	Unknown	Yes	[2023] 2 SLR 323	Singapore	Cited for the finding that the defendant was liable in breach of his contractual duties and director’s duties.
Credit Suisse Trust Limited v Ivanishvili, Bidzina and others	Court of Appeal	Yes	[2024] SGCA(I) 5	Singapore	Cited for the principles regarding the burden of proof in equitable compensation claims for breach of fiduciary duty.
Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals	Unknown	Yes	[2020] 1 SLR 1199	Singapore	Cited for the principles regarding the burden of proof in equitable compensation claims for breach of fiduciary duty.
Loo Chay Sit v Estate of Loo Chay Loo, deceased	Unknown	Yes	[2010] 1 SLR 286	Singapore	Cited regarding the evidential burden in cases where there is no linkage between the fiduciary’s breach and the losses sustained.
Continental Steel Pte Ltd v Nippon Steel & Sumitomo Metal Southeast Asia Pte Ltd and another	Unknown	Yes	[2023] 5 SLR 445	Singapore	Cited for the principle that a fall in demand cannot be used to determine the period of loss unless it had been established that the fall in demand was wholly caused by the damage to reputation.

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

Cash Sales
Budget Benchmark
Historical Benchmark
EFT Income
Term Membership
Dues Membership
Dues Plus Membership
Revitalisation Business Plan
IPPs

15.2 Keywords

breach of contract
breach of director's duties
breach of fiduciary duty
damages
assessment
brand equity
fitness centre

17. Areas of Law

Area Name	Relevance Score
Damages Assessment	95
Fiduciary Duties	90
Director's Liability	80
Breach of Contract	75
Commercial Disputes	60
Corporate Litigation	50
Business Litigation	50

16. Subjects

Contract Law
Corporate Law
Damages