How Weng Fan v Sengkang Town Council
Jurisdiction | Singapore |
Judge | Sundaresh Menon CJ,Andrew Phang Boon Leong JCA,Judith Prakash JCA,Tay Yong Kwang JCA,Woo Bih Li JAD |
Judgment Date | 09 November 2022 |
Docket Number | Civil Appeals Nos 196 to 200 of 2019 |
Court | Court of Appeal (Singapore) |
Sundaresh Menon CJ, Andrew Phang Boon Leong JCA, Judith Prakash JCA, Tay Yong Kwang JCA and Woo Bih Li JAD
Civil Appeals Nos 196 to 200 of 2019
Court of Appeal
Equity — Equitable duties — Whether members and senior employees of Town Council owed and breached equitable duties of skill and care to Town Council when they acted for Town Council to execute statutory duties
Equity — Fiduciary relationships — Duties — Members and senior employees of Town Council acting for Town Council to execute statutory duties — Whether members and senior employees of Town Council owed and breached fiduciary duties to Town Council when they acted for Town Council to execute statutory duties
Statutory Interpretation — Construction of statute — Statutory immunity clause — Statutory immunity clause stating that no suit shall lie personally against any member, officer or employee of Town Council for anything which was in good faith done in execution of statute — What was meaning of good faith — Which party bore burden of proof to demonstrate that impugned act was done in good faith — Whether members and senior employees of Town Council acted in good faith — Section 52 Town Councils Act (Cap 329A, 2000 Rev Ed)
Statutory Interpretation — Construction of statute — Statutory immunity clause — Town Council bringing civil claims against its members and senior employees on grounds of breach of fiduciary, equitable, and tortious duties allegedly owed by Town Council's members and senior employees to it — Whether members and senior employees were only entitled to rely on statutory immunity clause to be immunised from liability when claim was brought by third parties rather than Town Council — Section 52 Town Councils Act (Cap 329A, 2000 Rev Ed)
Tort — Negligence — Duty of care — Whether members and senior employees of Town Council owed and breached tortious duties of skill and care at common law to Town Council when they acted for Town Council to execute statutory duties
Held, overturning the Judge's findings in part:
Whether the Town Councillors and Employees owed fiduciary duties and equitable duties of skill and care to AHTC?
(1) The Town Councillors and Employees did not owe fiduciary duties to AHTC. First, AHTC's and STC's claims stemmed from breaches of statutory duties arising under the TCA and TCFR. Second, the distinction between public law duties and private law duties meant that a court had to carefully consider whether it would be appropriate to overlay private law duties over statutory duties such that an impugned act stemming from a breach of statutory duty could also give rise to a concomitant breach of a private legal duty. Third, a Town Council's relationship with its members and senior employees was not properly characterised as fiduciary in nature because the Town Councillors and Employees were executing statutory duties under public law. Fourth, the potential danger of undermining the doctrine of separation of powers further weighed against the imposition of fiduciary duties. Fifth, the parliamentary debates during the introduction of the Town Councils Bill (Bill No 9/1988), while not determinative, showed that the nature of the relationship between a Town Council and its members and employees was conceived primarily in political terms. Finally, the TCA and TCFR already prescribed various remedies that were available to secure compliance with the obligations arising thereunder: at [211] and [212].
(2) The Town Councillors and Employees did not owe equitable duties of skill and care to AHTC. This was because equitable duties of skill and care were parasitic on the finding that the Town Councillors and Employees were fiduciaries and this had been found not to be the case: at [217].
(3) The finding that no fiduciary duties were owed by the Town Councillors disposed of the claims of dishonest assistance and knowing receipt against the Employees as well as FMSS. In addition, the issue of the remedies available to the Plaintiffs arising from the breach of fiduciary duties and equitable duties of skill and care, which was the subject of CA 200, fell away accordingly: at [410] and [413].
Whether the Town Councillors and Employees owed a tortious duty of care and skill to AHTC at common law?
(4) Applying the framework as set out in Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency[2007] 4 SLR(R) 100 (“Spandeck”), it was clear that the Town Councillors and Employees owed a tortious duty of care to AHTC at common law: at [236] to [237].
(5) The preliminary threshold requirement under the Spandeck test was satisfied as there was factual foreseeability of damage. The actions and/or omissions of the Town Councillors and the Employees in carrying out AHTC's duties under the TCA and the TCFR might cause harm or damage to AHTC: at [223].
(6) At the first stage of the Spandeck test, there was sufficient legal proximity between the parties concerned, such that a prima facie duty of care and skill arose. First, the Town Councillors and Employees accepted and assumed their appointments and responsibility for their acts in carrying out their respective duties under the TCA and the TCFR for AHTC. Second, there was reliance by AHTC on the Town Councillors and Employees' acceptance of such responsibility. AHTC, being a body corporate, would necessarily have relied on the actions of the Town Councillors and the Employees: at [224] to [228].
(7) At the second stage of the Spandeck test, there were no material policy considerations that negated or limited the prima facie duty of care and skill. When considering the tort of negligence in the specific context of a public body charged with statutory duties, the primary question was whether, in the light of the statutory scheme, such an action might lie. At the second stage of the Spandeck test, parliamentary intent was relevant, but not determinative. In this regard, s 52 of the TCA was not a blanket statutory immunity clause, suggesting that Parliament did contemplate that a private right of action might subsist against a Town Council's members, officers and employees for any actionable civil wrong committed by them while executing the duties under the TCA, if and to the extent that these actions were not done in good faith. Further, the imposition of a common law duty of care on a Town Council's members and senior employees would not offend the principle of the separation of powers: at [230] to [235].
What was the proper interpretation and scope of section 52 of the TCA?
(8) Section 52 of the TCA stated that “[n]o suit or other legal proceedings shall lie personally against any member, officer or employee of a Town Council or other person acting under the direction of a Town Council for anything which is in good faith done or intended to be done in the execution or purported execution of this Act or any other Act”. The purpose of s 52 should first be gleaned from the text of that provision itself. The ordinary meaning conveyed by the text of s 52 showed that its purpose was to protect individuals attempting to discharge a public duty for a Town Council in good faith from personal liability for their actions. There was no ambiguity in the text of s 52 and the ordinary meaning conveyed did not lead a result that was manifestly absurd or unreasonable: at [246] to [248].
(9) Section 52 of the TCA applied both to claims brought by third parties as well as claims brought by the Town Council itself. First, the plain text of s 52 drew no distinction between claims by third parties and claims by the Town council itself against the persons named in s 52. Second, because a public body might act in both a private capacity and public capacity, s 52 would apply only where an action was based on the performance of statutory duties rather than on a contract. Third, given the purpose of s 52, it made little, if any, difference whether the lawsuit was brought by a third party or by the Town Council itself. Fourth, s 52 would not provide immunity against criminal prosecution. Fifth, there was compelling public interest in protecting those who discharged public duties in good faith from liability in the course of discharging those duties: at [254] to [266] and [291(c)].
(10) While it was not possible to list exhaustively the factors that indicated when an act was done in good faith within the meaning of s 52 of the TCA, good faith would minimally entail the absence of deceit or intentional wrongdoing, and the absence of any intent to gain an improper benefit and advantage or of any improper purpose. Good faith required that the disputed act be done honestly, for proper purposes and with a basic degree of competence and diligence. Gross negligence might amount to bad faith if the negligence was such that a dishonest intention, an improper purpose or an utter lack of diligence could be inferred. Moreover, the inquiry into good faith should be a subjective one: at [281] to [283] and [291(b)].
(11) Section 52 of the TCA was satisfied when the defendant Town Council member, officer or employee: (a) acted “in the execution or purported execution of [the TCA] or any other Act”; and (b) such act had been done or was intended to be done “in good faith”. The burden of proof was on a plaintiff to show that the impugned acts were not in the execution or purported execution of the TCA or some other statutory function, while it was incumbent on the defendant to prove good faith: at [285], [287] and [291(a)].
Liability of the Defendants
The award of the Contracts
(12) The Town Councillors and Ms How had acted in good faith when they decided to waive the tender for and awarded the first contract for MA services to FMSS. The Town Councillors' claim that they perceived the situation as one of urgency was not incredible. Mr Low harboured a belief that the...
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How Weng Fan v Sengkang Town Council
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