Manoj Kalwani v Bharat Kalwani: Loan Dispute & Family Business Litigation

In Suit No 1123 of 2020, the General Division of the High Court of Singapore heard a case between Manoj Dharmadas Kalwani (Plaintiff) and Bharat Dharmadas Kalwani (Defendant), two brothers disputing a S$2,837,481.55 loan, S$33,000 in wine expenses, and S$300,000 for car number plates. Manoj claimed the S$2.8m transfer was a loan, while Bharat argued it was a gift. The court, presided over by Judicial Commissioner Alex Wong Li Kok, dismissed Manoj's claim for the S$2,837,418.55 transfer and the S$33,000 wine expenses, and dismissed Bharat's counterclaim for S$300,000 for the car number plates.

1. Case Overview

1.1 Court

General Division of the High Court

1.2 Outcome

Mr. Manoj's claim for S$2,837,418.55 and S$33,000 is dismissed. Mr. Mike's counterclaim for S$300,000 is dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore court case between brothers, Manoj and Bharat Kalwani, involving a disputed loan, wine expenses, and car number plates.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Manoj Dharmadas KalwaniPlaintiffIndividualClaim DismissedLost
Bharat Dharmadas KalwaniDefendantIndividualCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Wong Li Kok, AlexJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Zhu Ming-Ren WilsonRajah & Tann Singapore LLP
Yeo En Fei WalterRajah & Tann Singapore LLP
Chai Yui-Kai WesleyRajah & Tann Singapore LLP
Pardeep Singh KhosaMorgan Lewis Stamford LLC
Leow Wei Xiang JoelMorgan Lewis Stamford LLC
Tan Jun HaoMorgan Lewis Stamford LLC

4. Facts

  1. Mr. Manoj and Mr. Mike are brothers involved in the Novelty Group, a family-owned business.
  2. A sum of S$2,837,481.55 was transferred from Mr. Manoj to Mr. Mike.
  3. Mr. Manoj claimed the transfer was a loan, while Mr. Mike claimed it was a gift.
  4. The S$2.8m transfer consisted of dividends Mr. Manoj received from Novelty Builders Pte Ltd.
  5. Novelty Builders was set up to carry out construction projects for Novelty Group.
  6. Invoices were issued by Novelty Builders for construction works at Mr. Manoj's and Mr. Mike's family homes.
  7. Mr. Manoj paid €21,456 to Edulis, a wine supplier.

5. Formal Citations

  1. Manoj Dharmadas Kalwani v Bharat Dharmadas Kalwani, Suit No 1123 of 2020, [2024] SGHC 70

6. Timeline

DateEvent
Family business started by Mr Kalwani Kishinchand Ghanshamdas.
Novelty Dept Store Pte Ltd incorporated.
Mr Manoj appointed as a director of Novelty Dept Store.
Novelty Builders Pte Ltd incorporated.
Mr Dharmadas transferred a 20% shareholding in Novelty Dept Store to Mr Manoj.
Mr Manoj got engaged.
Mr Manoj bought the Clacton Property.
Novelty Builders declared dividends totalling S$6,500,000.
Novelty Builders declared dividends totalling S$2,000,000.
Mr Manoj's personal secretary effected payment for invoice no. 63155 for the amount of €21,456 from Mr Manoj’s personal bank account.
Mr Mike made payment of €7,605 for invoice no. 63028.
Mr Manoj commenced a minority oppression action in HC/S 248/2020.
Mr Mike raised the Number Plates debt in his defence and counterclaim.
Settlement of HC/S 248/2020. Mr Manoj’s shares in Novelty Dept Store were bought out.
Trial began.
Judgment reserved.
Judgment issued.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that Mr. Manoj failed to prove the existence of an oral agreement for a loan.
    • Category: Substantive
  2. Unjust Enrichment
    • Outcome: The court found that Mr. Manoj failed to prove an unjust factor entitling him to restitution.
    • Category: Substantive
  3. Limitation of Actions
    • Outcome: The court held that Mr. Mike's counterclaim was time-barred under s 6(1)(a) of the Limitation Act.
    • Category: Procedural
  4. Sufficiency of Pleadings
    • Outcome: The court found that Mr. Manoj's pleadings were sufficiently particularized.
    • Category: Procedural

8. Remedies Sought

  1. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Unjust Enrichment

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Construction
  • Property Development

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
V Nithia (co-administratrix of the estate of Ponnusamy Sivapakiam, deceased) v Buthmanaban s/o Vaithilingam and anotherCourt of AppealYes[2015] 5 SLR 1422SingaporeCited for the law on pleadings.
SIC College of Business and Technology Pte Ltd v Yeo Poh Siah and othersCourt of AppealYes[2016] 2 SLR 118SingaporeCited for the key holding of V Nithia on the law of pleadings.
Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matterCourt of AppealYes[2020] 1 SLR 606SingaporeCited for the principle that the spirit underlying the regime of pleadings is that each party is aware of the respective arguments against it and that neither is therefore taken by surprise.
Sheagar s/o T M Veloo v Belfield International (Hong Kong) LtdUnknownYes[2014] 3 SLR 524SingaporeCited for the principle that a court has a wide power to allow amendments to pleadings at any stage of the proceedings, including on appeal.
Hua Khian Co (Pte) Ltd v Lee Eng KiatCourt of AppealYes[1996] 2 SLR(R) 562SingaporeCited for the principle that the respondent would not suffer any prejudice by the presence of the offending paragraphs in the AEIC and the respondent could have simply applied at trial to adduce evidence to rebut the allegations.
Browne v DunnUnknownYes(1893) 6 R 67United KingdomCited for the rule that where a submission is going to be made about a witness or the evidence given by the witness which is of such a nature and of such importance that it ought fairly to have been put to the witness to give him the opportunity to meet that submission, to counter it or to explain himself, then if it has not been so put, the party concerned will not be allowed to make that submission.
Hong Leong Singapore Finance Ltd v United Overseas Bank LtdUnknownYes[2007] 1 SLR(R) 292SingaporeCited for the summary of the operation of the rule in Browne v Dunn in modern litigation.
Lo Sook Ling Adela v Au Mei Yin Christina and anotherUnknownYes[2002] 1 SLR(R) 326SingaporeCited for the principle that the rule in Browne v Dunn is not rigid and does not require every point to be put to the witness but this would generally be required where the submission was ‘at the very heart of the matter’.
Sandz Solutions (Singapore) Pte Ltd and others v Strategic Worldwide Assets Ltd and othersCourt of AppealYes[2014] 3 SLR 562SingaporeCited for the need to consider the totality of the evidence (including contemporaneous objective documentary evidence) in determining the veracity, reliability and credibility of a particular witness’ evidence.
Hon Chi Wan Colman v Public ProsecutorUnknownYes[2002] 2 SLR(R) 821SingaporeCited for the principle that a court can decide to accept one part of a witness’ testimony while rejecting another.
Chan Tam Hoi (alias Paul Chan) v Wang Jian and other mattersHigh CourtYes[2022] SGHC 192SingaporeCited for the substantive requirements of an oral agreement.
Tan Swee Wan and another v Johnny Lian Tian YongHigh CourtYes[2018] SGHC 169SingaporeCited for the substantive requirements of an oral agreement.
Loo Chay Sit v Estate of Loo Chay Loo, deceasedCourt of AppealYes[2010] 1 SLR 286SingaporeCited for the principle that the law of evidence allows for three possibilities in so far as the concept of proof is concerned – a fact can be said to be “proved”, “disproved” or “not proved”.
ARS v ART and anotherHigh CourtYes[2015] SGHC 78SingaporeCited for the principles involved in determining the existence of an oral agreement.
Thong Soon Seng v Magnus Energy Group LtdHigh CourtYes[2023] SGHC 5SingaporeCited for the principle that the absence of basis for the defendant’s enrichment is not sufficient for restitution to follow.
Independent State of Papua New Guinea v PNG Sustainable Development Program LtdHigh CourtYes[2019] SGHC 68SingaporeCited for the principle that a claimant must plead with reasonable certainty when an oral agreement was entered into.
Esben Finance Ltd and others v Wong Hou-Lianq NeilCourt of AppealYes[2022] 1 SLR 136SingaporeCited for the principle that the limitation periods in the Limitation Act do not apply to claims in unjust enrichment.
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 difference between “restitution for unjust enrichment” and “restitution for wrongs”.
Garnac Grain Company Incorporated v H M F Faure & Fairclough LtdUnknownYes[1968] AC 1130United KingdomCited for the principle that parties would be held to have consented to a principal-agent relationship if they have agreed to what amounts in law to such a relationship, even if they do not recognise it themselves and even if they have professed to disclaim it.
Win Line (UK) Ltd v Masterpart (Singapore) Pte Ltd and anotherUnknownYes[1999] 2 SLR(R) 24SingaporeCited for the principle that parties would be held to have consented to a principal-agent relationship if they have agreed to what amounts in law to such a relationship, even if they do not recognise it themselves and even if they have professed to disclaim it.
Fairview Developments Pte Ltd v Ong & Ong Pte Ltd and another appealCourt of AppealYes[2014] 2 SLR 318SingaporeCited for a useful summary of the applicable legal principles governing what would constitute a valid acknowledgment within the meaning of s 26(2) of the Limitation Act.
Kim Eng Securities Pte Ltd v Tan Suan KheeUnknownYes[2007] 3 SLR(R) 195SingaporeCited for a useful summary of the applicable legal principles governing what would constitute a valid acknowledgment within the meaning of s 26(2) of the Limitation Act.
Chuan & Company Pte Ltd v Ong Soon HuatCourt of AppealYes[2003] 2 SLR(R) 205SingaporeCited for the principle that the communication allegedly acknowledging the debt must be construed as a whole and in its context.
Kamouh v Associated Electrical Industries International LtdUnknownYes[1979] 2 WLR 795United KingdomCited as an illustrative case where the court held that a paragraph could not amount to an acknowledgement of debt.
Anuva Technologies Pte Ltd v Advanced Sierra Electrotech Pte Ltd and another suitUnknownYes[2020] 4 SLR 569SingaporeCited for the principle that WhatsApp messages satisfied the signed writing requirement.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Limitation Act 1959Singapore
Limitation Act 1959Singapore
Limitation Act 1959Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Loan
  • Gift
  • Dividends
  • Novelty Builders
  • Novelty Dept Store
  • Oral Agreement
  • Pleadings
  • Limitation Act
  • Unjust Enrichment
  • Family Business

15.2 Keywords

  • Loan
  • Gift
  • Family Business
  • Singapore
  • Civil Litigation
  • Contract Law
  • Unjust Enrichment

17. Areas of Law

Area NameRelevance Score
Contract Law85
Civil Procedure75
Limitation70
Oral contract70
Unjust Enrichment65
Breach of Contract60
Acknowledgment60
Total failure of consideration50
Failure of consideration50
Evidence50
Estoppel40
Rescission30
Mistake30

16. Subjects

  • Contract Law
  • Civil Procedure
  • Restitution
  • Family Dispute