Bond Properties Pte Ltd v Muruganandan s/o Palaniandi and Others

• Jurisdiction: Singapore
• Judge: Tan May Tee
• Judgment Date: 28 August 2009
• Neutral Citation: [2009] SGDC 303
• Court: District Court (Singapore)
• Published date: 08 September 2009
• Citation: [2009] SGDC 303
• Plaintiff Counsel: Ignatius Joseph (Ignatius J & Associates)
• Defendant Counsel: Ramesh Bharani (Aequitas Law LLP)
• Year: 2009

28 August 2009

District Judge Tan May Tee:

Background

1 The 3^rd Defendant filed a summons, SUM 7211/2009/C, in this action in which she applied for the following orders:

(1) that the Writ of Summons and Statement of Claim be amended by striking out the name of Lim Mui Choo Jessie[note: 1] as a 3^rd Defendant,

(2) costs of the application be the 3^rd Defendant’s costs in any event.

2 The summons was heard and dismissed by a deputy registrar. The 3^rd Defendant appealed and the appeal came before me for hearing in my capacity as district judge in chambers. I dismissed the appeal with costs and the 3^rd Defendant has now appealed onward to the High Court. My grounds for dismissing the appeal are set out herein.

Nature of application

3 Although the application was couched as an amendment, counsel for the appellant informed me that he was in fact seeking to strike out the Plaintiffs’ claim against the 3^rd Defendant under Order 18 Rule 19(1)(a) of the Rules of Court on the ground that there was no reasonable cause of action disclosed. Alternatively, the application was also made pursuant to Order 15 Rule 6(2)(a) in that the 3^rd Defendant had been improperly or unnecessarily joined as a party.

Application considered under Order 18 Rule 19(1)(a)

4 According to the Statement of Claim, the Plaintiffs in this action have been in the business of providing estate management services for the past 25 years. The 1^st Defendant was their managing director from 2001 to 2007. He caused the incorporation of the 2^nd Defendants on 14 June 2007 for the purpose of diverting estate management contracts of the Plaintiffs to the 2^nd Defendants. The 3^rd Defendant was the director and contributory who initiated the incorporation of the 2^nd Defendants which the Plaintiffs alleged was done pursuant to a common design with the 1^st Defendant. Subsequently, the Plaintiffs discovered that the 1^st Defendant had procured the termination of various estate management contracts of the Plaintiffs and transferred them to the 2^nd Defendants. They pleaded inter alia that the 1^st Defendant had breached his fiduciary duty as well as his duty of fidelity as employee of the Plaintiffs at the material time.

5 In his submissions, counsel for the 3^rd Defendant had referred to the matters stated in his client’s affidavits to argue that his client was merely providing corporate secretarial services and in that capacity had incorporated the 2^nd Defendants. It was also in that capacity that the 3^rd Defendant had been appointed nominee director and shareholder of the 2^nd Defendants. As I indicated at the hearing, since the application was premised under Order 18 Rule 19(1)(a), no affidavits ought to be relied on. See Order 18 Rule 19(2) and also Gabriel Peter & Partners v Wee Chong Jin [1998] 1 SLR 374. For such an application, the Court has to confine its scrutiny to the pleadings and nothing else.

6 I therefore examined the Statement of Claim where the Plaintiffs’ claim against the 3^rd Defendant appeared to me to be pleaded in paragraphs 4, 22 and 23 notwithstanding the various obvious clerical errors sighted. Further, in the prayer for reliefs (numbered wrongly as paragraph 23) the Plaintiffs sought inter alia damages against the 3^rd Defendant for conspiring with the 1^st Defendant in breach of his fiduciary duties.

7 Counsel argued that the Plaintiffs had failed to provide particulars of the conspiracy and collusion alleged against the 3^rd Defendant and cited the recent High Court decision of Recordtv Pte Ltd v MediaCorp TV Singapore Pte Ltd [2009] SGHC 146. I noted, however, that the High Court in Recordtv was dealing with an application formulated under Order 18 Rule 19(1)(b) to (d). The contention there by the defendants was that the claim relating to conspiracy should be struck out as...