Children’s Media Ltd v Singapore Tourism Board

• Jurisdiction: Singapore
• Judge: Chan Sek Keong CJ
• Judgment Date: 14 November 2008
• Neutral Citation: [2008] SGCA 45
• Citation: [2008] SGCA 45
• Date: 14 November 2008
• Published date: 18 November 2008
• Plaintiff Counsel: Chelva Retnam Rajah SC, Lalitha Rajah, Srinivasan V N and Rahayu Mahzam (Heng, Leong & Srinivasan)
• Docket Number: Civil Appeal No 83 of 2008
• Defendant Counsel: Lok Vi Ming SC, Edric Pan, Loh Jen Wei, Joseph Lee and Jeanette Lim (Rodyk & Davidson)
• Court: Court of Appeal (Singapore)
• Year: 2008

14 November 2008

V K Rajah JA (delivering the judgment of the court):

1 This is an appeal against the judgment of the trial judge (“the Judge”) in Suit No 175 of 2006, viz, Singapore Tourism Board v Children's Media Ltd [2008] 3 SLR 981 (“the Judgment”). In her decision, the Judge awarded interlocutory judgment to the plaintiff (“the respondent”) against the three defendants (“the first appellant”, “the second appellant”, and “the third appellant”, respectively; collectively referred to as “the appellants”).

2 The proceedings had arisen out of the failure on the part of the appellants to stage a mega event known as “Listen Live” (“the Event”) in Singapore, for which the respondent had paid sums totalling $6,155,250. The obligation to stage the Event was contained in three consecutive agreements between the respondent and the first appellant (“the First Agreement”, “the Second Agreement”, and “the Third Agreement”, respectively), each agreement superseding the previous agreement. Together with the execution of the Third Agreement, the respondent and the first appellant agreed to several terms set out in a letter (“the Side Letter”).

3 This judgment is to be read together with the Judgment. As the material facts have been ably summarised by the Judge we gratefully adopt them. From the established facts, we note, in particular, that the third appellant was at all material times a director and the chief executive officer of both the first appellant and second appellant. The second appellant is the sole member and guarantor of the first appellant and the third appellant is the sole shareholder of the second appellant. It is plain to us from the evidence that the third appellant was not just the controlling mind of these entities, but that he also freely, and without inhibition, dealt with their assets as if they were his own. He was, in short, the alter ego of these entities.

4 The crucial issue in this matter, for our assessment, was the intention of the third appellant when he entered into the Third Agreement (as well as the Side Letter) with the respondent. Was this a sham transaction procured by fraudulent misrepresentation(s) made by him? After carefully assessing the evidence, the Judge found that the third appellant had prior to the entry of the Third Agreement dishonestly misrepresented to the respondent that the core finance for the staging of the Event (“the Core Finance”) in accordance with the Second Agreement had been secured (Judgment at [50]). This is entirely accurate. The third appellant had in fact concocted an elaborate charade assiduously achieved “by a combination of loans and financing arrangement with friendly and/or related parties” (id). The respondent was unfortunately duped into signing the Third Agreement in the belief that securing the necessary financing was no longer an obstacle that stood in the path of the staging of the Event.

5 We have also considered the documents referred to us by counsel for the appellants, in the course of the hearing, that purport to show the appellants’ efforts to secure the Core Finance in accordance with the Third Agreement after the Third Agreement was entered into. With respect, these documents, on the whole, cannot even begin to substantiate this contention. On the contrary, the documents convey the contrary picture that no reasonable efforts were being made by the third appellant to...