Concorde Services v Ong Kim Hock: Director's Duties, Conspiracy, and Knowing Receipt in Hairstyling Business Dispute
In Concorde Services Pte Ltd (in liquidation) v Ong Kim Hock and Andy Ong Beauty Services Pte Ltd, the High Court of Singapore addressed a claim by Concorde Services against its former director, Ong Kim Hock, and his company, Andy Ong Beauty Services, for breach of fiduciary duties, conspiracy, and knowing receipt. The court found Ong Kim Hock liable for misappropriating Concorde Services' assets and conspiring with Andy Ong Beauty Services to divert business. The court awarded damages of $787,500 to Concorde Services.
1. Case Overview
1.1 Court
General Division of the High Court of the Republic of Singapore1.2 Outcome
Judgment for Claimant
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Breach of director's duties and conspiracy in a hairstyling business. The court found the director liable for misapplying company assets.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Concorde Services Pte Ltd (in liquidation) | Claimant | Corporation | Judgment for Claimant | Won | |
| Ong Kim Hock | Defendant | Individual | Judgment against Defendant | Lost | |
| Andy Ong Beauty Services Ptd Ltd | Defendant | Corporation | Judgment against Defendant | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Mohamed Faizal | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- Mr. Chua and Mr. Ong agreed to start a hairstyling business together.
- Concorde Services was incorporated with Mr. Chua and Mr. Ong as directors and shareholders.
- Station 33 was registered as a sole proprietorship wholly owned by Concorde Services.
- Mr. Ong was responsible for Station 33’s day-to-day operations.
- Mr. Ong failed to deposit cash takings into Station 33’s bank account from 2012 onwards.
- Mr. Ong entered into a subletting agreement without informing Mr. Chua.
- Mr. Ong incorporated Andy Ong Beauty Services and diverted Station 33's assets to the new company.
5. Formal Citations
- Concorde Services Pte Ltd (in liquidation) v Ong Kim Hock and another, Originating Claim No 246 of 2023, [2024] SGHC 324
6. Timeline
| Date | Event |
|---|---|
| Ong Kim Hock ran hairstyling studio under the name of Andy Ong Hair Studio | |
| Ong Kim Hock closed down Andy Ong Hair Studio | |
| Chua and Ong Kim Hock agreed to start a hairstyling and salon business together | |
| Concorde Services Pte Ltd incorporated | |
| Tender submitted on behalf of Concorde Services to lease space in MRT station | |
| Claimant's Lease commenced | |
| Concorde Services registered sole proprietorship named Station 33 | |
| Station 33 commenced business at the Premises | |
| Relationship between Chua and Ong Kim Hock deteriorated | |
| Ong Kim Hock entered into a tenancy agreement with Ye Lizhen to sublet part of the Premises | |
| Ong Kim Hock purchased a landed property for over $2.3m | |
| Selvakumar sent an e-mail to Station 33’s e-mail address, addressed to Peter Chong | |
| Claimant's Lease successfully renewed by Ong Kim Hock | |
| Chua sent a letter to Station 33, addressed to Ong, requesting financial management records | |
| Chua sent a follow-up letter to Ong | |
| Chua sent a third letter to Ong | |
| Station 33’s business registration lapsed | |
| Ong Kim Hock submitted a tender for the lease of the Premises under the name of Station 33 | |
| SMRT sent a letter stating that the Claimant’s Lease would be terminated upon its expiry | |
| Andy Ong Beauty Services Pte Ltd incorporated by Ong Kim Hock | |
| SMRT sent a letter addressed to Andy Ong Beauty Services Pte Ltd regarding an offer for the lease of the Premises | |
| Station 33’s business registration was cancelled | |
| Claimant’s Lease was terminated | |
| Second Defendant’s Lease of the Premises commenced | |
| Chua sent a fourth letter to Ong Kim Hock | |
| Chua filed a police report against Ong Kim Hock | |
| Claimant in liquidation as a result of compulsory winding up | |
| Second Defendant’s Lease was renewed | |
| Claimant commenced claim against the Defendants | |
| Second Defendant’s Lease was renewed again | |
| Trial began | |
| Judgment reserved |
7. Legal Issues
- Breach of Fiduciary Duty
- Outcome: The court found that the first defendant breached his fiduciary duties to the claimant by misappropriating the cash earnings of Station 33, and wrongfully using and/or transferring the assets of Station 33 to the second defendant.
- Category: Substantive
- Sub-Issues:
- Misapplication of company assets
- Failure to account for profits
- Conflict of interest
- Unlawful Means Conspiracy
- Outcome: The court found that both defendants were liable for unlawful means conspiracy.
- Category: Substantive
- Knowing Receipt
- Outcome: The court found that the second defendant was liable as a knowing recipient of the assets traceable to Station 33.
- Category: Substantive
- Limitation
- Outcome: The court found that the claim was not time-barred.
- Category: Procedural
8. Remedies Sought
- Damages
- Account of Profits
9. Cause of Actions
- Breach of Fiduciary Duty
- Unlawful Means Conspiracy
- Knowing Receipt
10. Practice Areas
- Commercial Litigation
11. Industries
- Beauty
- Hairdressing
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Wee Chiaw Sek Anna v Ng Li-Ann Genevieve | High Court | Yes | [2013] 3 SLR 801 | Singapore | Cited for the principle that a claim in unjust enrichment must have a recognised unjust factor. |
| IPP Financial Advisers Pte Ltd v Saimee bin Jumaat and another appeal | Court of Appeal | Yes | [2020] 2 SLR 272 | Singapore | Cited for the principle that the defendant bears the burden to plead the defence on limitation. |
| Yong Kheng Leong and another v Panweld Trading Pte Ltd and another | Court of Appeal | Yes | [2013] 1 SLR 173 | Singapore | Cited for the effect of s 6(7) of the Limitation Act and the distinction between Class 1 and Class 2 constructive trustees. |
| Lim Ah Leh v Heng Fock Lin | High Court | Yes | [2018] SGHC 156 | Singapore | Cited for the principle that for the purposes of s 22(1)(a) of the Limitation Act, it is sufficient if fraud is present even if it is not an element of the cause of action. |
| DM Divers Technics Pte Ltd v Tee Chin Hock | High Court | Yes | [2004] 4 SLR(R) 424 | Singapore | Cited for the fiduciary duties that directors owe to their companies. |
| Tan Yok Koon v Tan Choo Suan and another and other appeals | Court of Appeal | Yes | [2017] 1 SLR 654 | Singapore | Cited for the principle that fiduciary obligations are voluntarily undertaken. |
| Armitage v Nurse and others | Chancery Division | Yes | [1998] Ch 241 | England and Wales | Cited for the definition of dishonesty in the context of breach of trust. |
| Twinsectra Ltd v Yardley and others | House of Lords | Yes | [2002] 2 AC 164 | United Kingdom | Cited for the definition of dishonesty in the context of breach of trust. |
| Novelty Pte Ltd v Amanresorts Ltd and another | Court of Appeal | Yes | [2009] 3 SLR(R) 216 | Singapore | Cited for the definition of goodwill. |
| Guy Neale and others v Nine Squares Pty Ltd | High Court | Yes | [2013] SGHC 249 | Singapore | Cited for the definition of goodwill. |
| Koh Wee Meng v Trans Eurokars Pte Ltd | High Court | Yes | [2014] 3 SLR 663 | Singapore | Cited for the types of situations in which the defence of acquiescence might be established. |
| Eller, Urs v Cheong Kiat Wah | High Court | Yes | [2020] SGHC 106 | Singapore | Cited for the principle that acquiescence is premised not on delay, but on the fact that the plaintiff has, by standing by and doing nothing, made certain representations to the defendant. |
| Tan Yong San v Neo Kok Eng and others | High Court | Yes | [2011] SGHC 30 | Singapore | Cited for the principle that acquiescence is premised not on delay, but on the fact that the plaintiff has, by standing by and doing nothing, made certain representations to the defendant. |
| Lalwani Shalini Gobind and another v Lalwani Ashok Bherumal | High Court | Yes | [2017] SGHC 90 | Singapore | Cited for the principle that a fiduciary is subject to the duty to keep accounts of the trust assets and to allow the beneficiaries to inspect them as requested. |
| EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another | Court of Appeal | Yes | [2014] 1 SLR 860 | Singapore | Cited for the elements required to establish a claim in unlawful means conspiracy. |
| Nagase Singapore Pte Ltd v Ching Kai Huat and others | Court of Appeal | Yes | [2008] 1 SLR(R) 80 | Singapore | Cited for the principle that it is possible for there to be a conspiracy between a company and its controlling director to damage a third party by unlawful means. |
| Chew Kong Huat and others v Ricwil (Singapore) Pte Ltd | Court of Appeal | Yes | [1999] 3 SLR(R) 1167 | Singapore | Cited as an example of an unlawful means conspiracy between a director and a company. |
| Caltong (Australia) Pty Ltd (formerly known as Tong Tien See Holding (Australia) Pty Ltd) and another v Tong Tien See Construction Pte Ltd (in liquidation) and another appeal | Court of Appeal | Yes | [2002] 2 SLR(R) 94 | Singapore | Cited for the elements required to be established in relation to a claim in knowing receipt. |
| George Raymond Zage III and another v Ho Chi Kwong and another | Court of Appeal | Yes | [2010] 2 SLR 589 | Singapore | Cited for the restatement of the test for knowledge in a claim for knowing receipt. |
| Main-Line Corporate Holdings Ltd v United Overseas Bank Ltd and another (First Currency Choice Pte Ltd, third party) | Court of Appeal | Yes | [2010] 1 SLR 189 | Singapore | Cited for the principle that an account of profits and damages are alternative remedies. |
| Sim Poh Ping v Winsta Holding Pte Ltd and another and other appeals | Court of Appeal | Yes | [2020] 1 SLR 1199 | Singapore | Cited for the division of breaches of fiduciary duty into custodial and non-custodial breaches. |
| Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another | High Court | Yes | [2008] 2 SLR(R) 623 | Singapore | Cited for the principle that the law does not demand that the claimant provide complete certainty of the exact amount of damages suffered. |
| Armory v Delamirie | Kings Bench | Yes | 1 Stra 505 | England | The Singapore International Commercial Court declined to resort to the principle in Armory. |
| Kiri Industries Ltd v Senda International Capital Ltd and another | Singapore International Commercial Court | Yes | [2023] 3 SLR 140 | Singapore | The Singapore International Commercial Court declined to resort to the principle in Armory. |
| Sudha Natrajan v The Bank of East Asia Ltd | Court of Appeal | Yes | [2017] 1 SLR 141 | Singapore | Cited for the principle that the court may draw an adverse inference that the evidence which could be and was not produced would, if produced, be unfavourable to the person who withholds it. |
| Chan Pik Sun v Wan Hoe Keet (alias Wen Haojie) and others and another appeal | Court of Appeal | Yes | [2024] 1 SLR 893 | Singapore | Cited for the relevant principles governing the drawing of an adverse inference. |
| Vita Health Laboratories Pte Ltd and others v Pang Seng Meng | High Court | Yes | [2004] 4 SLR(R) 162 | Singapore | Cited for the principle that in claims involving fraud, damages are not restrained by foreseeability and the claimant can recover all the direct losses that flow from a fraudulently induced transaction. |
| Sumifru Singapore Pte Ltd v Felix Santos Ishizuka and others | High Court | Yes | [2022] SGHC 14 | Singapore | Cited for the principle that a company would be attributed with the state of mind of the person who is its directing mind and will under its constitution. |
| MKC Associates Co Ltd and another v Kabushiki Kaisha Honjin and others (Neo Lay Hiang Pamela and another, third parties; Honjin Singapore Pte Ltd and others, fourth parties) | High Court | Yes | [2017] SGHC 317 | Singapore | Cited for the principle that a company would be attributed with the state of mind of the person who is its directing mind and will under its constitution. |
| Biggin & Co Ld v Permanite, Ld | English High Court | Yes | [1951] 1 KB 422 | England | Cited for the principle that where precise evidence is obtainable, the court naturally expects to have it, and where it is not, the court must do the best it can. |
13. Applicable Rules
| Rule Name |
|---|
| Rules of Court 2021 |
| Rules of Court 2021 |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Limitation Act 1959 | Singapore |
| Limitation Act 1959 | Singapore |
| Limitation Act 1959 | Singapore |
| Evidence Act 1893 | Singapore |
| Evidence Act 1893 | Singapore |
| Evidence Act 1893 | Singapore |
| Evidence Act 1893 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Fiduciary Duty
- Unlawful Means Conspiracy
- Knowing Receipt
- Liquidation
- Hairstyling Business
- Cash Takings
- Subletting Agreement
- Director's Duties
15.2 Keywords
- Director
- Fiduciary Duty
- Conspiracy
- Knowing Receipt
- Hair Salon
- Singapore
- High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Fiduciary Duties | 95 |
| Knowing Receipt | 80 |
| Conspiracy by Unlawful Means | 75 |
| Director's Liability | 65 |
| Commercial Disputes | 60 |
| Corporate Law | 50 |
| Account of Profits | 40 |
| Damages Assessment | 35 |
| Breach of Contract | 30 |
| Torts | 25 |
| Litigation | 20 |
16. Subjects
- Directors' Duties
- Breach of Trust
- Conspiracy
- Knowing Receipt
- Company Law