Group Lease Holdings Pte Ltd and another v JTrust Asia Pte Ltd

• Jurisdiction: Singapore
• Judge: Woo Bih Li JAD
• Judgment Date: 22 November 2023
• Neutral Citation: [2023] SGHC(A) 37
• Court: High Court Appellate Division (Singapore)
• Docket Number: Civil Appeal No 42 of 2023
• Hearing Date: 22 November 2023
• Citation: [2023] SGHC(A) 37
• Year: 2023
• Plaintiff Counsel: Teh Kee Wee Lawrence, Pan Xingzheng Edric, Melvin See Hsien Huei, Chia Huai Yuan, V Santhosh, Clarence Cheang Wei Ming and Philip Teh Ahn Ren (Dentons Rodyk & Davidson LLP)
• Defendant Counsel: Chan Leng Sun SC (Chan Leng Sun LLC) and Liew Wey-Ren Colin (Colin Liew LLC) (instructed), Ang Hsueh Ling Celeste, Lee Zhe Xu, Yiu Kai Tai, Yap Yong Li and Tan Jia Xin (Wong & Leow LLC)
• Subject Matter: Res Judicata,Issue estoppel,Civil Procedure,Stay of proceedings
• Published date: 23 November 2023

Kannan Ramesh JAD (delivering the judgment of the court ex tempore):

This is an appeal against the decision of the Judge below (the “Judge”) in HC/OS 780/2021 (“OS 780”) to award damages of US$124,474,854.00 and interest to the respondent and decline to grant a case management stay of OS 780 in favour of proceedings in Thailand (see JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others [2023] SGHC 167). Having heard the parties’ submissions, we dismiss the appeal.

Background to the dispute

The present appeal is the latest instalment in a long running dispute between the parties centred on three investment agreements entered into on 20 March 2015, 6 June 2016 and 1 December 2016 between JTrust Asia Pte Ltd (“JTA”), a company incorporated in Singapore, and Group Lease Public Company Thailand (“GL Thailand”), a company listed in Thailand (respectively, the “1IA”, the “2IA” and the “3IA”, and collectively, the “IAs”). Pursuant to the IAs, JTA subscribed to convertible debentures in different amounts that matured on different dates.

GL Thailand is the sole shareholder of the first appellant, Group Lease Holdings Pte Ltd (“GLH”), a company incorporated in Singapore. The second appellant, Mr Mitsuji Konoshita (“MK”), is a director of GLH and formerly the chairman and chief executive officer of GL Thailand. Unless otherwise stated, GLH and MK shall collectively be referred to hereinafter as the “appellants”. The respondent is JTA.

The IAs were the subject of earlier proceedings between JTA and the appellants in HC/S 1212/2017 (“Suit 1212”), commenced by JTA on 26 December 2017. In CA/CA 21/2020 (“CA 21”), an appeal from the decision in Suit 1212, the Court of Appeal (“CA”) found GLH and MK liable in the torts of deceit and unlawful means conspiracy to JTA as regards the 1IA and the 3IA. As regards the 2IA, the CA held that JTA had not proven actual loss as, inter alia, it had not shown that GL Thailand would not be able to pay the principal sum under the convertible debentures on 1 August 2021, which was the date of maturity (see JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others [2020] 2 SLR 1256 (the “CA 21 Decision”) at [245]).

OS 780 and the present appeal concern the 2IA. OS 780 was commenced by JTA on 3 August 2021 based on the same cause of action on the 2IA in Suit 1212, following GL Thailand’s failure to pay the principal sum upon maturity. The Judge held that the appellants’ liability in the torts of deceit and unlawful means conspiracy was res judicata as it had been decided in CA 21, and the only live issue was the quantum of damages which JTA was entitled to for its loss under the 2IA. The Judge quantified damages at US$124,474,854.00. This was based on the principal sum under the relevant convertible debentures less interest that had been paid to JTA by GL Thailand. The Judge awarded JTA this sum and interest on the said sum from 1 August 2021. Further, the Judge declined to grant a case management stay of OS 780 in favour of proceedings in Thailand.

Those proceedings are a civil action described as Black Case No. Por 83/2561 (2018) (the “Thai Civil Case”) commenced by JTA on 9 January 2018 against, amongst other parties, GL Thailand and MK, for fraudulent misrepresentation in relation to the 2IA. The Thai Civil Case is ongoing and expected to be resolved between 2025 and 2028.

Issues in the present appeal

Three issues arise in the present appeal: whether there is an issue estoppel on the issue of GLH’s and MK’s liability to JTA in the torts of deceit and unlawful means conspiracy on the 2IA; whether JTA is entitled to damages under the 2IA; and whether a case management stay should be ordered.

Whether there is an issue estoppel on the issue of GLH’s and MK’s liability to JTA in the torts of deceit and unlawful means conspiracy on the 2IA

The torts of deceit and unlawful means conspiracy are not actionable per se. In order for a claimant to establish liability in either tort, loss must be established (see, eg, Panatron Pte Ltd and another v Lee Cheow Lee and another [2001] 2 SLR(R) 435 at [13]–[14] and EFT Holdings, Inc and another v Marinteknik Shipbuilders (S) Pte Ltd and another [2014] 1 SLR 860 at [112]).

The issue of the loss in tort is separate albeit related to the issue of the quantum of damages. The former refers to the injury that a claimant must prove it has suffered as a result of interference with a right or an interest recognised as capable of protection by law. The latter refers to the monetary sum that is payable consequent upon proof of that injury (see ACB v Thomson Medical Pte Ltd and others [2017] 1 SLR 918 at [44]).

Pertinently, the appellants accept that issue estoppel arises as regards the other elements of the torts of deceit and unlawful means conspiracy save for the element of loss, as a result of the CA 21 Decision. Therefore, their contention in the present appeal is only on whether there is also an issue estoppel on loss.

The appellants submit that an issue estoppel does not arise on JTA’s loss under the 2IA as a result of the CA 21 Decision. The CA 21 Decision was not a final and conclusive judgment on the merits as the CA found that JTA had not suffered actual loss. Further, the CA did not conclude that JTA would suffer loss merely by reason of GL Thailand’s failure to pay the principal sum upon maturity. This was despite the CA’s observations that JTA’s claim was premature because the principal sum under the 2IA was only due to be paid in August 2021.

On the other hand, JTA submits that there...