Alphire Group Pte Ltd v Law Chau Loon and another matter

• Jurisdiction: Singapore
• Judge: Andrew Phang Boon Leong JA
• Judgment Date: 19 May 2020
• Neutral Citation: [2020] SGCA 50
• Court: Court of Appeal (Singapore)
• Docket Number: Civil Appeal No 185 of 2019 and Summons No 51 of 2020
• Published date: 22 May 2020
• Year: 2020
• Hearing Date: 19 May 2020
• Plaintiff Counsel: Palmer Michael Anthony, Reuben Tan Wei Jer and Daryl Tan (Quahe Woo & Palmer LLC)
• Defendant Counsel: Lim Tahn Lin Alfred and Lee Tat Weng Daniel (Fullerton Law Chambers LLC)
• Subject Matter: Agency,Implied authority of agent,Settlement agreement,Contract,Formation,Identifiable agreement that is complete and certain
• Citation: [2020] SGCA 50

Andrew Phang Boon Leong JA (delivering the judgment of the court ex tempore):

We first deal with the appellant’s application in Summons No 51 of 2020 (“SUM 51”) to strike out paras 19(a), 19(b), 20 and 21 of the respondent’s case, as well as certain documents exhibited under S/N 2 of the respondent’s supplementary core bundle, which consist of exhibits of the respondent’s affidavit of evidence-in-chief in Suit No 822 of 2015 (“Suit 822”). We allow the application. This is because, for the documents other than those exhibited under S/N 2 of the respondent’s supplementary core bundle, the Assistant Registrar in Summons No 4359 of 2019 had already dismissed the respondent’s application to adduce further evidence (which included these same WhatsApp messages) on the basis that they were not relevant. The appeal against the Assistant Registrar’s decision in Registrars’ Appeal No 267 of 2019 was similarly dismissed, with leave being denied to adduce further evidence. The remaining documents in S/N 2 of the respondent’s supplementary core bundle should have been introduced in the court below but were not. In any event, we are of the view that the materials which the respondent seeks to rely on have no bearing on the present appeal.

The appellant appeals against the decision of the High Court Judge (“the Judge”) in Law Chau Loon v Alphire Group Pte Ltd [2019] SGHC 275 to grant a declaration that a settlement agreement reached between the appellant and the respondent is valid and binding. The appellant, Alphire Group Pte Ltd, is a Singapore-incorporated company in the business of arranging visits to foreign casinos – a process known as “junkets” – while the respondent, Law Chau Loon, was a former director in the appellant. The settlement agreement was in relation to a separate suit between the same parties in Suit 822 in which the appellant was awarded judgment for monies which the respondent had collected from certain clients in relation to the junkets business, but had failed to pay over.

By way of brief background, three individuals, Han Seng Juan (“Han”), Loh Kim Kang David, and Wong Kok Hoe (“Wong”), whom we will refer to as “the Investors”, met the respondent at the Sheraton Hotel on 2 February 2019. The respondent alleged that at this meeting, he and the Investors reached a settlement of the judgment debt in relation to Suit 822 (“the Judgment Debt”) on various terms which included the payment of $1.4m by him, with an initial payment of $1m to be made. It is undisputed that he did pass the Investors $1m in cash at this meeting. Shortly after the meeting, Han sent the respondent a WhatsApp message, stating, amongst other things, that “if [Law] pays … S$1m[illion] … plus S$400,000 in 4 instalments of S$100,000 each”, the Investors would agree to the settlement and would withdraw the pending bankruptcy petition against the respondent. Subsequently, there was a series of email correspondence between the appellant’s solicitors and the respondent’s solicitors in relation to the alleged settlement and its terms.

The Judge in the court below found that the Investors had implied actual authority to bind the appellant to the settlement agreement, which could be inferred from the parties’ conduct and the overall circumstances of the case. In particular, the Judge emphasised that the relevant (and objective) evidence showed that the appellant’s directors were subservient to the Investors, and that the directors reported to the Investors on issues relating to the appellant’s management, operations and profitability. As for the settlement agreement, the Judge found that it was contractually binding, and that its terms mirrored those described in the WhatsApp message sent by Han to the respondent.

In this appeal, the appellant claims that the Investors did not have implied actual authority, and that, as a result of the correspondence between the parties’ solicitors after 2 February 2019, which were marked as “without prejudice” or “subject to contract”, there was no “full and final settlement” on 2 February 2019 between the...