Jhaveri Darsan Jitendra and others v Salgaocar Anil Vassudeva and others
Jurisdiction | Singapore |
Judge | Kannan Ramesh J |
Judgment Date | 31 January 2018 |
Neutral Citation | [2018] SGHC 24 |
Plaintiff Counsel | Ang Cheng Hock SC, Ramesh Kumar s/o Ramasamy Koh Zhen-Xi Benjamin and Soon Shao Wei, Jerald (Allen & Gledhill LLP) |
Docket Number | Originating Summonses Nos 727 and 945 of 2015 |
Date | 31 January 2018 |
Hearing Date | 04 May 2017,27 July 2017,07 September 2017,20 April 2017,22 May 2017,08 June 2017,26 July 2017,17 October 2017,16 October 2017 |
Subject Matter | Companies,Reverse piercing,Caveats,Lifting corporate veil,Incorporation of companies,Land |
Year | 2018 |
Defendant Counsel | Yap Han Ming Jonathan and Cai Zhenyang Daniel (Drew & Napier LLC),Liew Teck Huat, Kanapathi Pillai Nirumalan and Dafril Phua Izzad (Niru & Co LLC) |
Court | High Court (Singapore) |
Citation | [2018] SGHC 24 |
Published date | 14 November 2018 |
By Originating Summonses Nos 727 and 945 of 2015 (“OS 727” and “OS 945”), the plaintiffs applied under s 127(1) of the Land Titles Act (Cap 157, 2004 Rev Ed) (“the Land Titles Act”) for the removal of caveats (“the Caveats”) that were lodged by the first defendant (“Salgaocar”) against several properties (“the Properties”). On 16 October 2017, I allowed the plaintiffs’ applications in OS 727 and OS 945 and delivered detailed oral grounds. The defendants have now appealed. These are the full grounds of my decision.
Facts The partiesThe plaintiffs in OS 727 are Mr Jhaveri Darsan Jitendra (“Darsan”), a businessman based in Hong Kong, and his wife. They are the registered proprietors of six units in Newton Imperial (“the Newton Imperial Units”), a condominium development. The Newton Imperial Units form the subject matter of OS 727.
The plaintiffs in OS 945 are three Singapore-incorporated companies (“the Companies”). Darsan is the sole shareholder of the third plaintiff in OS 945 and of Singapore Star Properties Pte Ltd, which is the sole shareholder of the first and second plaintiffs in OS 945. Darsan is also the managing director of the Companies. Collectively, the Companies are the registered proprietors of 11 units in Waterford Residence (“the Waterford Units”), a condominium development, and 12 units in WCEGA Tower (“the WCEGA Units”), a commercial property development. Specifically, the first and second plaintiffs in OS 945 are the registered proprietors of three and eight of the Waterford Units respectively while the third plaintiff in OS 945 is the registered proprietor of the WCEGA Units. The Waterford Units and the WCEGA Units form the subject matter of OS 945.
The lodging of the Caveats and the commencement of OS 727 and OS 945On 2 July 2015, Salgaocar lodged the Caveats.
On 5 August 2015, the plaintiffs in OS 727 instituted OS 727, applying for the removal of the caveats lodged against the Newton Imperial Units. On 15 October 2015, the Companies commenced OS 945, applying for the removal of the caveats lodged against the Waterford Units and the WCEGA Units.
Suit 821On 11 August 2015, Salgaocar commenced Suit No 821 of 2015 (“Suit 821”) against Darsan. The claim in Suit 821 was critical to the assessment of the merits of OS 727 and OS 945. This was because Salgaocar’s case was that he had lodged the Caveats to preserve his alleged interests in the Properties pending the determination of the claim in Suit 821. In other words, the basis of the Caveats was Salgaocar’s claim in Suit 821.
In Suit 821, Salgaocar sought,
Why the December 2003 Agreement was reached is explained by the events that unfolded thereafter. Salgaocar was a man of substantial means and stature. He had major business interests in India and was a prominent politician in the state of Goa. According to him, in or around April 2004, he procured Salgaocar Mining Industries Pvt Ltd, a company incorporated in India which owned several mines there, and which Salgaocar controlled, to sell iron ore to the BVI SPVs. In turn, the BVI SPVs sold the iron ore to entities in China at much higher prices and thus reaped substantial trading profits in the region of US$690m. Salgaocar then incorporated several SPVs, some of which in Singapore (“the Singapore SPVs”). Part of the trading profits earned by the BVI SPVs were channelled to the Singapore SPVs for the purpose of undertaking investments and various businesses. The profits were used,
In Suit 821, Salgaocar claimed that Darsan committed breach of trust and fiduciary duties in,
As mentioned earlier, on 15 October 2015, the Companies commenced OS 945, applying for the removal of the caveats lodged against the Waterford Units and the WCEGA Units.
On 28 December 2015, Darsan applied to strike out Suit 821.
On 1 January 2016, Salgaocar unfortunately passed away. It would seem he left no will.
On 23 June 2016, the plaintiffs obtained an order that Salgaocar’s widow (“Lakshmi”) and four children be joined as parties to OS 727 and OS 945. No letters of administration had been obtained in respect of his estate at that stage.
Thereafter, on about 29 June 2016, an alleged dispute arose between Lakshmi and her elder daughter (“Chandana”) over who should represent Salgaocar’s estate. After Lakshmi had applied for the grant of letters of administration, Chandana commenced an action in the Family Justice Courts to challenge Lakshmi’s entitlement to the grant of letters of administration (“the FJC Action”). The following events then transpired:
I now turn to the parties’ submissions.
The parties’ submissions The parties did not dispute the law governing the removal of caveats and their submissions proceeded from this common ground. In
The plaintiffs submitted as follows:
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