Value Monetization III Ltd v Lim Beng Choo: Contribution Claim Under Civil Law Act

Value Monetization III Ltd (VMIII) and The Enterprise Fund III Ltd (EFIII) filed claims against Ms. Lim Beng Choo in the General Division of the High Court of Singapore, seeking contributions towards a judgment sum of $12,594,646.84 from a prior suit. Ms. Lim denied the claims, arguing that VMIII was precluded from claiming contributions due to remarks in a prior Court of Appeal decision, and that EFIII never paid any part of the judgment sum for which she was liable. She also argued that she should be exempt from making contributions as she was merely a secondary wrongdoer. The court allowed VMIII's claim in full and EFIII's claim in part, ordering Ms. Lim to pay VMIII $3,828,123.25 and EFIII $352,301.62.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Claims Allowed in Part

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Value Monetization III Ltd and The Enterprise Fund III Ltd claim contribution from Lim Beng Choo for a judgment sum. The court allowed the claims.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Value Monetization III LtdClaimantCorporationClaim AllowedWon
Lim Beng ChooDefendantIndividualClaim Allowed in PartLost
The Enterprise Fund III LtdClaimantCorporationClaim Allowed in PartPartial

3. Judges

Judge NameTitleDelivered Judgment
Goh YihanJudge of the High CourtYes

4. Counsels

Counsel NameOrganization
Koh Choon Guan DanielEldan Law LLP
Yeoh Kar HoeDavid Lim & Partners LLP
Ng Wei JinDavid Lim & Partners LLP
Zhong TianyuDavid Lim & Partners LLP
Goh Kok LeongAng & Partners

4. Facts

  1. Value Monetization III Ltd (VMIII) and The Enterprise Fund III Ltd (EFIII) extended the Standby Facility to International Healthway Corp Ltd (IHC).
  2. IHC claimed against eight defendants, including VMIII, EFIII, and Ms. Lim, for their roles in causing IHC to enter into the Standby Facility.
  3. The High Court held that VMIII, EFIII, and others had dishonestly assisted Mr. Fan in breaching his fiduciary duties to IHC.
  4. Ms. Lim was held jointly and severally liable for $4,538,800.00 of the Judgment Sum as she breached her duty of due skill, care, and diligence owed to IHC.
  5. VMIII and EFIII made payments to IHC to discharge their liabilities under the Judgment Sum.
  6. The Court of Appeal overturned the liability of VMIII.
  7. VMIII applied for reimbursement of the VMIII Payment with interest from IHC, but the Court of Appeal rejected this application.

5. Formal Citations

  1. Value Monetization III Ltd v Lim Beng Choo and another matter, Originating Claims Nos 125 and 126 of 2022, [2024] SGHC 304

6. Timeline

DateEvent
Originating Claim No 125 of 2022 filed by Value Monetization III Ltd against Lim Beng Choo
Originating Claim No 126 of 2022 filed by The Enterprise Fund III Ltd against Lim Beng Choo
Trial began
Judgment reserved
Judgment issued

7. Legal Issues

  1. Contribution Claim
    • Outcome: The court held that Value Monetization III Ltd and The Enterprise Fund III Ltd were entitled to claim contribution from Ms. Lim Beng Choo, but reduced the amount that The Enterprise Fund III Ltd could recover.
    • Category: Substantive
    • Sub-Issues:
      • Entitlement to contribution
      • Assessment of contribution
      • Exemption from contribution
  2. Breach of Duty of Care
    • Outcome: Ms. Lim was found to have breached her duty of due skill, care, and diligence owed to IHC as its officer.
    • Category: Substantive

8. Remedies Sought

  1. Monetary contribution

9. Cause of Actions

  • Claim for contribution

10. Practice Areas

  • Commercial Litigation
  • Civil Litigation

11. Industries

  • Healthcare
  • Finance

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Crest Capital Asia Pte Ltd and others v OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd) and anotherCourt of AppealYes[2021] 2 SLR 424SingaporeCited regarding whether Value Monetization III Ltd is precluded from claiming contributions from Ms Lim.
Tan Juay Pah v Kimly Construction Pte Ltd and othersCourt of AppealYes[2012] 2 SLR 549SingaporeCited for the principle that a person is entitled to make a claim for contribution from any other person who is liable in respect of the same damage.
Ho Yew Kong v Sakae Holdings Ltd and other appeals and other mattersCourt of AppealYes[2018] 2 SLR 333SingaporeCited for the principle that the fact that persons' individual liabilities rest on different legal bases does not affect the determination of whether their liabilities are in respect of the same damage.
K and Another v P and Others (J, third party)English High Court Chancery DivisionYes[1993] Ch 140England and WalesCited in support of the reading that the contribution claim must be in respect of the same damage, but not necessarily of the same liability.
Chuang Uming (Pte) Ltd v Setron Ltd and another appealCourt of AppealYes[1999] 3 SLR(R) 771SingaporeCited for the purpose of contribution claims under s 15(1) of the CLA is to ensure that justice is done between the co-defendants inter se.
Cheng William v Allister Lim & Thrumurgan and another and another appealCourt of AppealYes[2015] 3 SLR 201SingaporeCited for the principle that in assessing the amount of contribution, the principles of the law of contributory negligence can be used.
Ting Jun Heng v Yap Kok Hua and anotherHigh CourtYes[2021] SGHC 44SingaporeCited for the main considerations in assessing the amount of contribution pursuant to s 16(1) of the CLA are (a) the relative causative potency, and (b) the relative moral blameworthiness of the parties’ breaches.
Jackson v Murray and anotherUK Supreme CourtYes[2015] UKSC 5United KingdomCited for the UK Supreme Court’s approach to contributory negligence.
Eastgate Group Ltd v Lindsey Morden Group Inc (Smith & Williamson (a firm), Part 20 defendant)English Court of AppealYes[2002] 1 WLR 642England and WalesCited for the principle that the co-defendants were liable for the same damage, viz, “the loss arising from the fact that Eastgate have bought a company worth less than Eastgate reasonably expected it to be worth”, notwithstanding that the measure of damages between them was different.
Value Monetization III Ltd v Lim Beng Choo and another matter (Crest Capital Asia Pte Ltd and others, third parties)General Division of the High CourtYes[2023] SGHC 303SingaporeCited regarding the High Court’s understanding of the Court of Appeal’s decision.
Dubai Aluminium Co Ltd v SalaamHouse of LordsYes[2003] 2 AC 366United KingdomCited regarding the principle that the effect of Ms Lim making a contribution to VMIII and EFIII would not be to permit them to retain any wrongfully acquired benefit.
Su Ah Tee and others v Allister Lim and Thrumurgan (sued as a firm) and another (William Cheng and others, third parties)High CourtYes[2014] SGHC 159SingaporeCited by Ms Lim regarding the apportionment of 5% of the liability there to a property agent for negligent misrepresentation.
Browne v DunnN/AYes(1893) 6 R 67N/ACited regarding the claimants’ argument that Ms Lim is precluded by the rule in Browne v Dunn from submitting an alternative calculation of the quantum in her Closing Submissions.
International Healthway Corp Ltd v The Enterprise Fund III Ltd and othersHigh CourtYes[2018] SGHC 246SingaporeCited for background facts of the case.
The Enterprise Fund III Ltd and others v OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd)Court of AppealYes[2019] 2 SLR 524SingaporeCited for background facts of the case.
OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd) and another v Crest Capital Asia Pte Ltd and othersHigh CourtYes[2020] SGHC 142SingaporeCited for the High Court's holding that Value Monetization III Ltd, The Enterprise Fund III Ltd, Crest Capital Asia Pte Ltd, Crest Catalyst Equity Pte Ltd, and VMF3 Ltd had, through their agent, Mr Glendon Tan Yang Hwee, dishonestly assisted Mr Fan Kow Hin in breaching his fiduciary duties to International Healthway Corp Ltd and engaged in an unlawful means conspiracy with Mr Fan and Mr Aathar Ah Kong Andrew to injure International Healthway Corp Ltd.
Crest Capital Asia Pte Ltd and others v OUE Lippo Healthcare Ltd (formerly known as International Healthway Corp Ltd) and another and other appealsCourt of AppealYes[2021] 1 SLR 1337SingaporeCited for the Court of Appeal's overturning the liability of Value Monetization III Ltd and VMF3 Ltd as Mr Tan’s knowledge of the purpose of the Standby Facility could not be attributed to them.
Reignwood International Investment (Group) Co Ltd v Opus Tiger 1 Pte Ltd and other mattersGeneral Division of the High CourtYes[2021] SGHC 133SingaporeCited for the general rule in our adversarial system of civil procedure that it is the right of the claimant (or, in this context, the defendant looking to recover contribution) “to choose the person against whom to proceed, and to leave out any person against whom he does not desire to proceed”.
Birse Construction Ltd v Haiste Ltd (Watson and others (third parties))N/AYes[1996] 1 WLR 675N/ACited for the principle that physical defects to a reservoir of a water authority was damage distinct from the financial loss of having to construct a second reservoir for the water authority.
Royal Brompton Hospital NHS Trust v Hammond and others (Taylor Woodrow Construction (Holdings) Ltd, Part 20 defendant)House of LordsYes[2002] 1 WLR 1397United KingdomCited for the analytical questions that need to be resolved in determining the same damage.
Goh Sin Huat Electrical Pte Ltd v Ho See Jui (trading as Xuanhua Art Gallery) and anotherCourt of AppealYes[2012] 3 SLR 1038SingaporeCited for the principle that the question of the appropriate quantum is a question of the court’s discretion, as opposed to a question of fact.
Nganthavee Teriya (alias Gan Hui Poo) v Ang Yee Lim Lawrence and othersHigh CourtYes[2003] 2 SLR(R) 361SingaporeCited in support of the reading that the contribution claim must be in respect of the same damage, but not necessarily of the same liability.
Airtrust (Singapore) Pte Ltd v Kao Chai-Chau Linda and another suitHigh CourtYes[2014] 2 SLR 673SingaporeCited in support of the reading that the contribution claim must be in respect of the same damage, but not necessarily of the same liability.
Eagle (by her litigation friend) v ChambersEnglish Court of AppealYes[2003] EWCA Civ 1107England and WalesCited as an example of apportionment of liability between a driver and a pedestrian.
Downs and another v Chappell and anotherEnglish Court of AppealYes[1997] 1 WLR 426England and WalesCited for the principle that conduct that is significantly causative of the damage but less blameworthy may give rise to liability equivalent to that of conduct that is significantly blameworthy but less causative.
Jerred v Roddam Dent & Son LtdN/AYes[1948] 2 All ER 104N/ACited for the approach of sharing costs and disbursements in the same proportions as liabilities for the same damage.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Civil Law Act 1909Singapore
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Contribution
  • Joint and Several Liability
  • Judgment Sum
  • Standby Facility
  • Civil Law Act
  • Dishonest Assistance
  • Breach of Fiduciary Duty
  • Negligence
  • Causative Potency
  • Moral Blameworthiness

15.2 Keywords

  • contribution claim
  • joint liability
  • negligence
  • breach of duty
  • Civil Law Act
  • Singapore
  • High Court

17. Areas of Law

Area NameRelevance Score
Litigation80
Commercial Disputes70
Fiduciary Duties65
Breach of Contract60
Apportionment50
Administrative Law40

16. Subjects

  • Civil Procedure
  • Contract Law
  • Tort Law
  • Financial Law