Vibrant Group v Tong Chi Ho: Deceit Claim over Blackgold Australia Acquisition
In [2025] SGHC 14, Vibrant Group Limited sued Tong Chi Ho and Peng Yuguo in the General Division of the High Court of Singapore, alleging deceit concerning Vibrant's acquisition of Blackgold International Holdings Pty Ltd. Vibrant claimed that Tong and Peng made false representations about Blackgold's financial health and operations, leading to the acquisition. The court, presided over by Valerie Thean J, found in favor of Vibrant, holding Tong and Peng liable for deceit. The court determined that Vibrant relied on the misrepresentations, resulting in financial loss. The court awarded damages to Vibrant, including the acquisition price and investigation expenses.
1. Case Overview
1.1 Court
General Division of the High Court1.2 Outcome
Judgment for Claimant
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Vibrant Group wins deceit claim against Tong Chi Ho and Peng Yuguo over misrepresentations during Blackgold Australia acquisition. Judgment for plaintiff.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Vibrant Group Limited | Claimant | Corporation | Judgment for Claimant | Won | |
| Tong Chi Ho | Defendant | Individual | Liable in the tort of deceit | Lost | |
| Peng Yuguo | Defendant | Individual | Liable in the tort of deceit | Lost | |
| Findex (Aust) Pty Ltd | Defendant | Corporation | No judgment entered | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Valerie Thean | Judge of the High Court | Yes |
4. Counsels
4. Facts
- Vibrant acquired Blackgold Australia on 13 July 2017 for A$ 37,635,863.
- KPMG Singapore found irregularities in Vibrant’s financial statements for the year ending on 30 April 2018.
- Mr. Tong and Mr. Peng made representations about Blackgold Group’s coal trading, mining, and shipping businesses.
- The Heiwan and Caotang mines were closed prior to the acquisition.
- Blackgold Shipping’s vessels were time-chartered, contradicting representations.
- The Special Auditor found a significantly aged debt from Liupanshui.
- Changxing Southern, a major debtor, was insolvent at the time of the Acquisition.
5. Formal Citations
- Vibrant Group Ltd v Tong Chi Ho and others, Suit No 1046 of 2020, [2025] SGHC 14
6. Timeline
| Date | Event |
|---|---|
| Blackgold Australia incorporated | |
| Blackgold Australia listed on Australian Securities Exchange | |
| Mr. Tong approached Mr. Khua regarding Vibrant acquiring Blackgold Australia | |
| Matex International Limited ceased pursuing acquisition of Vibrant | |
| Vibrant commenced evaluation of proposed acquisition of Blackgold Australia | |
| Mr. Tong and Mr. Tin visited Vibrant's office to give a presentation | |
| Corporate Presentation sent by email to Vibrant’s Finance Team | |
| Financial documents provided to Vibrant’s Finance Team | |
| Finance Team travelled to Blackgold Group’s headquarters in Chongqing | |
| Finance Team met with Mr Tong, Mr Chen, Mr Peng, Mr Peng’s personal assistant, and Blackgold Group’s then-General Manager, Mr Ou Jun | |
| A similar copy with formatting changes of the Shipping Business Plan was sent | |
| Financial Review Report issued | |
| Vibrant completed the Acquisition | |
| KPMG Singapore commenced annual audit of Vibrant’s financial statements | |
| KPMG Singapore informed Vibrant of irregularities and discrepancies | |
| Mr. Tin travelled to Chongqing | |
| Mr. Tin met Mr. Peng and Mr. Chen at the Blackgold Group’s office in Chongqing to discuss the Irregularities | |
| Mr. Peng instructed Mr. Chen to work on the Clean-Up Exercise | |
| Mr. Khua and Mr. Yong travelled to Chongqing | |
| Mr. Peng, Mr. Tong, Mr. Chen, Mr. Liu, Mr. Tin and Mr. Yong met in Mr. Peng’s office | |
| Mr. Khua instructed that the documents should not be moved out of Chongqing city | |
| Mr. Chen informed Mr. Tin that he would arrange for the books and records to be transported to Chongqing City on the same day | |
| Motor vehicle transporting the books and records had caught fire and had been destroyed | |
| Mr. Chen confirmed that all the physical books and records of Blackgold Group for the past ten years up to April 2018 were destroyed in the fire | |
| Fengjie County Public Security Bureau issued a report stating the fire could have been caused by a mechanical failure | |
| Vibrant’s Audit Committee appointed a Special Auditor to conduct a Special Audit | |
| Chongqing Fire Bureau issued a Decision on the Fire Re-investigation, revoking the previous decision | |
| Special Audit Report issued | |
| Statement of Claim dated | |
| Statement of Claim (Amendment No 1) dated | |
| Findex successfully set aside the order granting Vibrant leave to serve its Writ of Summons and Statement of Claim (Amendment No 1) on Findex in Australia (see Vibrant Group Ltd v Tong Chi Ho and others [2022] SGHC 256) | |
| Transcript 20 August 2024 | |
| Transcript 21 August 2024 | |
| Transcript 22 August 2024 | |
| Transcript 23 August 2024 | |
| Transcript 27 August 2024 | |
| Transcript 28 August 2024 | |
| Transcript 29 August 2024 | |
| Judgment reserved |
7. Legal Issues
- Deceit
- Outcome: The court found that the defendants made false representations with the intention that they should be acted upon by the plaintiff, and that the plaintiff suffered damage as a result.
- Category: Substantive
- Related Cases:
- [2023] 2 SLR 587
- [2001] 2 SLR(R) 435
- No case to answer
- Outcome: The court found that the claimant had established a prima facie case on each of the essential elements of the claim.
- Category: Procedural
8. Remedies Sought
- Monetary Damages
9. Cause of Actions
- Deceit
- Negligent Misrepresentation
10. Practice Areas
- Commercial Litigation
11. Industries
- Mining
- Commodities
- Shipping
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Vibrant Group Ltd v Tong Chi Ho and others | High Court | Yes | [2022] SGHC 256 | Singapore | Cited to indicate that Findex successfully set aside the order granting Vibrant leave to serve its Writ of Summons and Statement of Claim (Amendment No 1) on Findex in Australia. |
| Ma Hongjin v SCP Holdings Pte Ltd | Court of Appeal | Yes | [2021] 1 SLR 304 | Singapore | Cited for the evidential rules regarding the establishment of a prima facie case when a defendant does not give evidence. |
| Lena Leowardi v Yap Cheen Soo | High Court | Yes | [2015] 1 SLR 581 | Singapore | Cited for the elements of a prima facie case. |
| Relfo Ltd v Bhimji Velji Jadava Varsani | High Court | Yes | [2008] 4 SLR(R) 657 | Singapore | Cited for the elements of a prima facie case. |
| Chua Kwee Chen and others (as Westlake Eating House) and another v Koh Choon Chin | High Court | Yes | [2006] 3 SLR(R) 469 | Singapore | Cited for the standard of proof when fraud is alleged. |
| 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 suits | High Court | Yes | [2017] 3 SLR 386 | Singapore | Cited for the standard of proof when fraud is alleged. |
| UniCredit Bank AG v Glencore Singapore Pte Ltd | Court of Appeal | Yes | [2023] 2 SLR 587 | Singapore | Cited for the elements of the tort of deceit. |
| Panatron Pte Ltd and another v Lee Cheow Lee and another | Court of Appeal | Yes | [2001] 2 SLR(R) 435 | Singapore | Cited for the elements of the tort of deceit. |
| POA Recovery Pte Ltd v Yau Kwok Seng and others and another appeal | Court of Appeal | Yes | [2022] 1 SLR 1165 | Singapore | Cited for the requirement that an actionable representation for deceit must be a representation of fact. |
| Tan Chin Seng and others v Raffles Town Club Pte Ltd | High Court | Yes | [2003] 3 SLR(R) 307 | Singapore | Cited for the requirement that an actionable representation for deceit must be a representation of fact. |
| United Overseas Bank Ltd v Lippo Marina Collection Pte Ltd and others | High Court | Yes | [2023] 4 SLR 202 | Singapore | Cited for the principle that a misrepresentation need not be made directly to the plaintiff. |
| Dadourian Group International Inc v Simms | England and Wales High Court (Commercial Court) | Yes | [2009] 1 Lloyd’s Rep 601 | England and Wales | Cited for the principle that a person may be liable in deceit as a joint tortfeasor. |
| Gimpex Ltd v Unity Business Holdings and others and another appeal | Court of Appeal | Yes | [2015] 2 SLR 686 | Singapore | Cited for the application of s 32(1)(j)(iv) of the Evidence Act regarding the admissibility of hearsay statements. |
| Wishing Star Ltd v Jurong Town Corp | Court of Appeal | Yes | [2008] 2 SLR(R) 909 | Singapore | Cited for the calculation of damages for tortious misrepresentation. |
| Grains and Industrial Products Trading Pte Ltd v Bank of India and another | Court of Appeal | Yes | [2016] 3 SLR 1308 | Singapore | Cited for the principle that unsuccessful defendants should be liable for pre-judgment interest. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Evidence Act 1893 | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Acquisition
- Misrepresentation
- Deceit
- Blackgold Group
- Financial Statements
- Coal Mining
- Coal Trading
- Shipping Transportation
- Special Audit
- Clean-Up Exercise
15.2 Keywords
- deceit
- misrepresentation
- acquisition
- coal mining
- financial statements
- Blackgold
- Vibrant
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Fraud and Deceit | 95 |
| Misrepresentation | 90 |
| Commercial Fraud | 80 |
| Torts | 75 |
| Commercial Litigation | 60 |
| Civil Litigation | 60 |
| Contracts | 50 |
| Breach of Contract | 50 |
16. Subjects
- Contract Law
- Tort Law
- Company Law
- Mergers and Acquisitions