Day, Ashley Francis v Yeo Chin Huat Anthony and others

• Court: High Court (Singapore)
• Judge: Aedit Abdullah J
• Judgment Date: 06 May 2020
• Neutral Citation: [2020] SGHC 93
• Citation: [2020] SGHC 93
• Published date: 13 May 2020
• Plaintiff Counsel: Quek Yi Zhi, Joel and Jonathan Wah Yi Liang (Wongpartnership LLP)
• Defendant Counsel: Koong Len Sheng and Yvonne Mak Hui-Lin (TSMP Law Corporation),S Selvam s/o Satanam, Choo Xiuhui, Gladys and Dawn Tan Si Jie (Ramdas & Wong),subsequently, Koong Len Sheng (David Lim & Partners LLP),Eileen Tok See Teng, Richard Yeoh Kar Hoe and Hsu Sheng Wei, Keith (David Lim & Partners LLP)
• Date: 06 May 2020
• Hearing Date: 09 October 2018,12 October 2018,23 July 2019,05 November 2018,18 October 2018,05 October 2018,02 November 2018,11 October 2018,07 November 2018,16 October 2018,09 November 2018,19 October 2018,08 November 2018,19 February 2019,10 October 2018
• Docket Number: Suit No 454 of 2015
• Subject Matter: Certainty of terms,Remedies,Illegality and public policy,Proprietary estoppel,Damages,Estoppel,Acceptance,Tort,Conspiracy,Contract,Formation,Equity

Aedit Abdullah J: Introduction

This case revolved around a business venture (“Rock Business”) involving the sale of plant nutrients and associated products (“Rock Products”).¹ The parties were all persons and entities related to this business. The plaintiff sued his former business partners and their related entities, on the grounds of breach of contract, proprietary estoppel, conspiracy and deceit. All the claims were dismissed and the plaintiff has appealed.

Names of Parties

As a preliminary point, I noted that counsels in their submissions referred to the parties and witnesses by their first names; this has also been done on some occasions in some judgments. I do not consider it appropriate to do so, and would discourage counsel, at least those before me, from doing so.

The first names used by counsels have been substituted with their last names in this grounds of decision. A table setting out the abbreviations of parties used in this grounds is set out here for ease of comparison with the submissions:

Role	Full Name	Abbreviation in this grounds of decision
Plaintiff	Ashley Francis Day	“plaintiff”
First Defendant	Anthony Yeo Chin Huat	“Yeo”
Second Defendant	Shane Andrew Tainton	“Tainton”
Third Defendant	Warren Tyler Reid	“Reid”
Fourth Defendant	Michael O’Brien Biggs	“Biggs”
Witness	Cherise Tainton	“Mrs Tainton”
Witness	Con Caracoussis	“Caracoussis”
Witness	Kristopher Ryan Kaminski	“Kaminski”
Witness	Mark Minczanowaski	“Minczanowaski”
Expert Witness	Hugh Sutcliffe Martin	“Mr Martin”
Expert Witness	Iain Cameron Potter	“Mr Potter”

Undisputed Facts

Tainton and Reid own an Australian company named Rock Holdings (SA) Pty Ltd (“Rock Australia”), through which they sold Rock Products from around 2004.² Since then, the Rock Products have been manufactured by Biggs through his various entities in Australia, including through the 6th defendant (“Aoraki”), a company of which Biggs is the sole director.³

The plaintiff had known Tainton and Reid for many years.⁴ Around September 2010, Tainton and Reid asked the plaintiff to help market the Rock Products.⁵ Subsequently, the plaintiff roped in Yeo to help the venture.⁶ Following discussions, around April 2011, the plaintiff, Tainton, Reid and Yeo (“the Principal Parties”) signed two documents (collectively “April 2011 Agreements”).⁷ Pursuant to the April 2011 Agreements, a company, Rock Nutrients Singapore Pte Ltd (“Rock Singapore”), was to be incorporated in Singapore.⁸ The plaintiff and Yeo were each to hold 50% of the shares in Rock Singapore for incorporation purposes and statutory disclosure, but Tainton and Reid were to be beneficial owners of 100% of the company.⁹ The plaintiff was to promote and market the products in the US, ¹⁰ whilst Yeo was to assist in the operations, corporate, financing and accounting matters in Rock Singapore.¹¹ In return, the plaintiff and Yeo were to be paid 30% of the net profits of Rock Singapore as management fees.¹² The April 2011 Agreements also stipulated that the plaintiff and Yeo were to bear the costs of running Rock Singapore from the management fees given to them.¹³

Rock Singapore was incorporated as per the April 2011 Agreements, with the legal shareholding as per the agreement.¹⁴ In addition, Rock Holdings Pte Ltd (“Rock Holdings”) was incorporated shortly thereafter, with Yeo as the sole registered shareholder.¹⁵ Several USA-registered trademarks of some Rock Products (“Rock Marks”) were transferred by Rock Australia to Rock Holdings.¹⁶

Around April 2014, the Principal Parties fell into dispute with each other.¹⁷ The plaintiff and Yeo appointed Biggs as their proxy in Rock Singapore, in an attempt to resolve the dispute.¹⁸ This failed, and the plaintiff withdrew his proxy shortly around December 2014.¹⁹ Biggs then ceased to be involved in the running of the Rock Business.²⁰ Subsequently around March 2015, Yeo informed the plaintiff that the plaintiff was no longer authorised to handle matters regarding the corporate affairs of Rock Singapore.²¹ Around the same time, Tainton and Reid incorporated the 7th defendant, (“Rock Nutrients International”).²² About a month later, Tainton and Reid instructed Yeo to transfer the cash holdings and contractual rights of Rock Singapore to Rock Nutrients International.²³ In addition, Yeo was to transfer the Rock Marks from Rock Holdings to the 5th defendant (“Rock IP”).²⁴ The transfers were done accordingly.²⁵

The plaintiff commenced these proceedings in May 2015.

Parties’ cases

The plaintiff claimed damages for breach of two agreements allegedly made in 2012 and 2014, which he claimed transferred beneficial ownership in Rock Singapore and Rock Business to him. The plaintiff alternatively claimed that he was entitled to such damages and/or shares due to the doctrine of proprietary estoppel, as he had detrimentally relied on representations by the defendants that he would have such shares.²⁶ Finally, the plaintiff also claimed damages for conspiracy and/or deceit.²⁷

The defendants denied all of these claims for reasons elaborated below.

The Decision

I found that that the plaintiff did not discharge his burden of proof of proving the various agreements pleaded, as the evidence did not show on a balance of probabilities that there was any such agreement actually formed. There was thus no breach, and no basis for the damages or sums claimed. The other claims put forward on grounds of proprietary estoppel, conspiracy or deceit, were similarly not made out against the relevant defendants.

The plaintiff may have been, in his own mind, convinced that the agreements were formed as he had said; his testimony and the various emails and messages he adduced showed that he of the view that the various defendants were subject to the various obligations he claimed. He also did clearly believe in the Rock Business and in his future in the endeavour. However, such subjective belief, no matter how strong, is not sufficient to lead to a verdict in his favour.

There were substantial differences in the accounts of facts proffered by the differing parties; extensive portions of the submissions, especially that of the plaintiff, traversed the various conversations, emails, and meetings between the parties. The plaintiff’s closing submissions ran to more than 340 pages,²⁸ most of which comprised extracting various parts of the testimony of the witnesses. The plaintiff’s description of the background facts alone already ran to about 188 pages. The total of the defendants’ closing submissions ran to about 570 pages.²⁹ Each party’s written reply to the closing submissions similarly went into many pages.³⁰ But in the end, despite the sheer volume of testimony covered, the plaintiff could not draw together enough to make out his case, even on a balance of probabilities. The sheer volume could not overcome the deficiency that none of the evidence, even looked at as a whole, established any agreement. As noted by the defendants, at its best, the plaintiff’s case appeared to primarily invoke statements which were cherry-picked and divorced from the context and background.³¹

In these grounds, some areas will receive greater attention, but it suffices to note that the lengthy testimony and affidavit evidence of the various meetings, email discussions, and conversations did not assist the plaintiff. They were all in the end, assertions by the plaintiff, or statements reacting to the plaintiff’s one-sided proposals, plans or assumptions. There was nothing raised that could be taken as a positive statement of agreement, or of a representation of fact by any of the defendants.

Issues

Due to the overlap between the issues, they will be discussed in this sequence to minimise the repetition between the analysis: Whether an agreement was formed in 2012, and if so, on what terms; Whether an agreement was formed in 2014, and if so, on what terms; Whether the plaintiff can rely on any estoppel arising out of representations made by the defendants; Whether the claim in conspiracy is established; Whether the claim in deceit is established; If any of the above claims are established, what the quantum of damages should be; and Notwithstanding the above, whether any successful claim should be barred due to illegality.

Whether any agreement existed Plaintiff’s submissions 2012 Agreement

The plaintiff claimed that there was an agreement made between the Principal Parties in 2012 (“2012 Agreement”).³² This was allegedly an oral agreement made after a series of negotiations and meetings; as will be seen below, the plaintiff vacillated continually on the alleged date of formation.³³ The agreement was allegedly inspired in light of the plaintiff’s contributions of time and expense to growing Rock Singapore and the Rock Business; the need for the plaintiff to relocate from Australia to the US to expand the Rock Business; and for purposes of security that Rock Singapore would continue to have the use of the Rock Marks to carry on the business.³⁴ The material terms of the 2012 Agreement included, inter alia, that:³⁵ the plaintiff would have the authority to act as the Chief Executive Officer (“CEO”) of Rock Singapore and the Rock Business; he would be granted equity in Rock Singapore by Tainton and Reid, proportionate to the value of services contributed or monies advanced by the parties to Rock Singapore; the Rock Products would not be sold other than through Rock Singapore; and the Rock Marks were to be transferred to Rock Holdings and remain registered in the name of Rock Holdings.

The plaintiff argued that the objective intention of the parties to enter the 2012 Agreement was supported by the relevant documentary evidence and contemporaneous conduct of the parties.³⁶ The...