Kapital Fund SPC v Lee Tze Wee Andrew: Conspiracy & Inducement of Breach of Contract

Kapital Fund SPC ("Kapital") appealed against the decision to strike out its claim against Lee Tze Wee Andrew (“Andrew”) and Poon Mei Chng (“Stephanie”) for conspiracy and inducement of breach of contract. The General Division of the High Court dismissed the appeals, finding that Kapital failed to sufficiently plead its claims and that the claims were unsustainable on Kapital's own case. The case centered around a loan agreement and alleged retaliatory actions following the termination of a consultancy agreement.

1. Case Overview

1.1 Court

General Division of the High Court of the Republic of Singapore

1.2 Outcome

Appeals dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Kapital Fund SPC's appeal against striking out its claim for conspiracy and inducement of breach of contract was dismissed due to insufficient evidence.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Kapital Fund SPCAppellantCorporationAppeal DismissedLost
Lee Tze Wee AndrewRespondentIndividualClaim DismissedWon
Poon Mei ChngRespondentIndividualClaim DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Hri Kumar NairJudgeYes

4. Counsels

Counsel NameOrganization
Loh Weijie LeonardSelvam LLC
Chow Ee NingSelvam LLC
Chong Xue Er CherylAllen & Gledhill LLP
Low Zhe NingAllen & Gledhill LLP
Lim Wei YingAllen & Gledhill LLP
Aaron Lee Teck ChyeAllen & Gledhill LLP
Viveganandam DevarajLions Chambers LLC

4. Facts

  1. Kapital filed appeals against the decision to strike out its claim against Andrew and Stephanie.
  2. The claim was for unlawful means conspiracy, lawful means conspiracy, and inducing breach of contract.
  3. The claim arose from a loan agreement between Kapital and ZOMPL, controlled by Stephanie.
  4. Kapital alleged that Andrew and Stephanie conspired to cause ZOMPL to breach the loan agreement after KCM terminated Supplemental 5 with Ambrosia.
  5. Kapital claimed that Stephanie breached her fiduciary duties to ZOMPL.
  6. The Assistant Registrar struck out Kapital's claim, and Kapital appealed.
  7. The court dismissed the appeals, finding that Kapital's claims were unsustainable.

5. Formal Citations

  1. Kapital Fund SPC v Lee Tze Wee Andrew and another, Originating Claim No 638 of 2023 (Registrar’s Appeal Nos 125 and 126 of 2024), [2024] SGHC 289

6. Timeline

DateEvent
Consultancy Agreement signed between KCM and Ambrosia
Supplemental 5 to Appendix 1 of the Consultancy Agreement signed
Winsome Ltd sold to ZOMPL
Loan Agreement signed between ZOMPL and Kapital via SP 5
KCM terminated Supplemental 5 with Ambrosia
Hopkines sent an e-mail to Adam, KCM and Kapital
Kapital and KCM received letters of demand from ZOMPL and PPPL
KCM responded to Hopkines requesting investor verification
Ambrosia filed action HC/OC 400/2023 against Adam
Ambrosia filed action DC/OC 855/2023 against Kapital
Ambrosia issued a statutory demand to KCM
PPPL filed action DC/OC 1022/2023 against KCM
ZOMPL filed action MC/OC 4799/2023 against KCM
Ambrosia filed action against Adam vide DC/OC 1013/2023
Limitone issued a statutory demand to Kapital
Kapital provided a substantive response to Limitone
OC 1022 was discontinued
Limitone agreed to withdraw the statutory demand
Kapital filed its SOC in HC/OC 638/2023
Stephanie filed her defence and counterclaim
Andrew filed his defence and counterclaim
OC 4799 was discontinued
Andrew filed an amended defence, discontinuing his counterclaim
Andrew and Stephanie each filed an application to strike out Kapital’s claim
Kapital filed an application to strike out Stephanie’s counterclaim
Adam filed an application to strike out Stephanie’s counterclaim against him
The learned AR struck out both Kapital’s claim and Stephanie’s counterclaim
Kapital filed its notices of appeal against the learned AR’s decision
Kapital argued that the striking out order was wrong
Court directed Kapital to tender a draft amended statement of claim
Kapital circulated the draft Amended SOC
Andrew and Stephanie confirmed that the action should be struck out
Hearing of the RAs
Judgment issued

7. Legal Issues

  1. Inducement of Breach of Contract
    • Outcome: The court found that Kapital's case was unsustainable because the breach of contract was an inevitable consequence of circumstances that pre-dated the alleged inducement.
    • Category: Substantive
    • Related Cases:
      • [2018] 2 SLR 655
  2. Conspiracy
    • Outcome: The court found that Kapital failed to plead how Andrew participated in the conspiracy and that the alleged conspiracy was not the cause of Kapital's loss.
    • Category: Substantive
    • Related Cases:
      • [2014] 1 SLR 860
  3. Breach of Fiduciary Duty
    • Outcome: The court found that Kapital did not offer a basis for suggesting that Stephanie was under an obligation to ensure the investment was by way of a loan, nor did it substantiate how the equity injection in ZGPL (as opposed to a loan) was a breach of Stephanie’s fiduciary duties.
    • Category: Substantive

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Unlawful Means Conspiracy
  • Lawful Means Conspiracy
  • Inducing Breach of Contract

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Chandra Winata Lie v Citibank NAHigh CourtYes[2015] 1 SLR 875SingaporeCited for the principle that a plaintiff must be able to plead, particularize, and prove their case from the outset or risk having their suit struck out.
OCM Opportunities Fund II, LP and Others v Burhan Uray (alias Wong Ming Kiong) and OthersHigh CourtYes[2004] SGHC 115SingaporeCited for the principle that a cause of action pleaded without support of material facts is defective and should be struck out.
SW Trustees Pte Ltd (in compulsory liquidation) and another v Teodros Ashenafi Tesemma and others (Teodros Ashenafi Tesemma, third party)High CourtYes[2024] 3 SLR 1410SingaporeCited for the principle that facts relevant to each element of a cause of action should be specifically pleaded, and if not, the pleading discloses no reasonable cause of action and may be struck out.
Turf Club Auto Emporium Pte Ltd and others v Yeo Boong Hua and others and another appealCourt of AppealYes[2018] 2 SLR 655SingaporeCited for the elements required to establish the tort of inducement of breach of contract.
Lumley v GyeN/AYes(1853) 2 E&B 216England and WalesCited as an example of direct inducement of breach of contract.
Kawasaki Kisen Kaisha Ltd v James Kemball LtdEnglish Court of AppealNo[2021] 3 All ER 978England and WalesCited to illustrate that conduct preventing a party from performing a contract does not amount to inducement if the breach was an inevitable consequence of other circumstances.
OBG Ltd v Allan, Douglas v Hello! Ltd (No 3), Mainstream Properties Ltd v YoungN/AYes[2008] 1 AC 1N/ACited for the requirement of a sufficient causal connection between the defendant's conduct and the breach by the contracting party.
EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and anotherCourt of AppealYes[2014] 1 SLR 860SingaporeCited for the elements required to succeed in a claim for conspiracy by unlawful means.
ACE Spring Investments Ltd v Balbeer Singh Mangat and anotherHigh CourtYes[2024] SGHC 277SingaporeCited for the elements to constitute lawful means conspiracy.
Gimpex Ltd v Unity Holdings Business Ltd and others and another appealN/AYes[2015] 2 SLR 6864N/ACited for the elements to constitute lawful means conspiracy.
Ok Tedi Fly River Development Foundation Ltd and others v Ok Tedi Mining Ltd and othersN/AYes[2023] 3 SLR 652N/ACited for the elements to constitute lawful means conspiracy.
PT Sandipala Arthaputra and others v STMicroelectronics Asia Pacific Pte Ltd and othersCourt of AppealYes[2018] 1 SLR 818SingaporeCited for the principle that it is not a requirement that all conspirators commit the unlawful means, and for the application of the Said v Butt principle.
Nagase Singapore Pte Ltd v Ching Kai HuatN/AYes[2008] 1 SLR(R) 80SingaporeCited as an example where a director was held liable for unlawful means conspiracy for actions taken on behalf of the company.
Elite Property Holdings Ltd and another v Barclays Bank PlcEnglish Court of AppealYes[2019] EWCA Civ 204England and WalesCited for the principle that it is not enough to plead a 'combination' without any particulars.
Syed Ahmad Jamal Alsagoff (administrator of the estates of Shaikah Fitom bte Ghalib bin Omar Al-Bakri and others) and others v Harun bin Syed Hussain Aljunied and others and other suitsHigh CourtYes[2017] 3 SLR 386SingaporeCited for the principle that inferences may need to be drawn to prove a conspiracy, and that circumstantial evidence may be all that there is.
Said v ButtN/AYes[1920] 3 KB 497England and WalesCited for the principle that an employee acting bona fide and within the scope of his authority is not liable for procuring a breach of contract made between his employer and a third party.
Midland Bank Trust Co Ltd and another v Green and another (No 3)N/AYes[1982] Ch 529England and WalesCited to suggest that a non-party to a contract can be a participant to a conspiracy to breach the said contract provided that there is some active and meaningful participation on its part to facilitate the breach.
Kuwait Oil Tanker Co SAK v Al-BaderEnglish Court of AppealYes[2000] All ER (Comm) 271England and WalesCited to support the proposition that a person may be a party to a combination to use unlawful means, even though he himself cannot commit the unlawful acts in question.
Tribune Investment Trust Inc v Soosan Trading Co LtdN/AYes[2000] 2 SLR(R) 407SingaporeCited for the elements required to establish the tort of inducement of breach of contract.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Kapital Fund SPC
  • Lee Tze Wee Andrew
  • Poon Mei Chng
  • ZOMPL
  • Ambrosia
  • Loan Agreement
  • Supplemental 5
  • KCM
  • Conspiracy
  • Inducement
  • Breach of Contract
  • Said v Butt rule

15.2 Keywords

  • conspiracy
  • inducement
  • breach of contract
  • loan agreement
  • fiduciary duty
  • striking out
  • civil procedure
  • Singapore

17. Areas of Law

Area NameRelevance Score
Striking out80
Inducement of Breach of Contract75
Conspiracy by Unlawful Means70
Commercial Disputes60
Breach of Contract50

16. Subjects

  • Tort Law
  • Contract Law
  • Civil Procedure
  • Conspiracy
  • Inducement of Breach of Contract