Leong Hin Chuee v Citra Group Pte Ltd and others
Jurisdiction | Singapore |
Judge | Tan Siong Thye J |
Judgment Date | 29 January 2015 |
Neutral Citation | [2015] SGHC 30 |
Plaintiff Counsel | Dawn Tan Ly-Ru and Adriel Chia (ADTvance Law LLC) |
Docket Number | Suit No 454 of 2012 |
Date | 29 January 2015 |
Hearing Date | 16 October 2014,27 June 2014,01 July 2014,24 June 2014,06 June 2014,03 June 2014,05 June 2014,02 July 2014,25 June 2014,04 June 2014 |
Subject Matter | Companies,Duties,Contract of service,Employment law,Directors,Formation,Breach,Contract |
Year | 2015 |
Citation | [2015] SGHC 30 |
Defendant Counsel | Gooi Chi Duan and Soo Yu-Han Jessica (Donaldson & Burkinshaw LLP),Ho Pei Shien Melanie, Sim Hui Shan, Sim Mei Ling, Simran Toor and Wong Shu Yu, Debby Ratnasari (WongPartnership LLP) |
Court | High Court (Singapore) |
Published date | 06 February 2015 |
Leong Hin Chuee (“the plaintiff”) received a monthly salary of S$25,000 pursuant to an Employment Agreement dated 1 August 20071 (“the EA”) signed with the Transpacific Group (a group of companies owned by Suganda Setiadikurnia (“D7”)) (“the Group”) from 1 August 2007 to July 2010. Under the EA, he was also entitled to bonuses, share rewards and reimbursements which were due to him if certain conditions were fulfilled. The plaintiff alleges that he had not been paid these other benefits under the EA. Thus he sues the defendants in these proceedings for breach of EA. He alleges that he had not been paid the following sums under the EA:2
In addition, the plaintiff also claims S$54,004.52 for reimbursements for expenses he incurred in the course of his employment from 2008 to 2010. Therefore, the plaintiff’s total claim is for US$10,312,585.22 and S$1,906,004.52.
The defendants dispute the plaintiff’s claims. First, they contend that they were not parties to the EA. According to the defendants, the plaintiff should have sued PT Transpacific Securindo (“PT Securindo”) which they say was his official employer. 5 Second, they contend that the plaintiff was not entitled to the bonuses since the bonuses were not an absolute entitlement. The plaintiff was also not entitled to the share rewards with respect to Project Gibson and Project MP as the projects were incomplete. Finally, they contend that the plaintiff was not entitled to the balance of the expenses incurred in the execution of his duties as there is no proof that they were incurred in accordance with the EA’s terms.
Besides disputing these claims, Citra Group Pte Ltd (“D1”), Cozmo Properties Pte Ltd (“D3”), Forever Prosperous Pte Ltd (“D5”) and Fortune International Trading Pte Ltd (“D6”) (collectively “the Four Counterclaimants”) also counterclaim against the plaintiff for his alleged breach of directors’ duties and breach of confidentiality.6
The backgroundPrior to his EA with the defendants, the plaintiff was the Executive Vice-President and Head (Business Development and Investor Relations)7 in Lereno Bio-Chem Ltd (“Lereno”), a Catalist-listed company.8 It was at Lereno that he met D7, the Vice-Chairman of Lereno on 20 November 2007, after the latter had subscribed for a significant number of Lereno shares.9
Subsequently, D7 resigned from Lereno’s board when he failed to secure majority control of Lereno. He also fell out with the other leading shareholders of Lereno.10 However, as D7 found the plaintiff to be “shrewd and capable”11, D7 offered to employ him on a full-time basis12 so that the plaintiff could assist him with the RTO of two public-listed Indonesian companies: RODA, a suspended company listed on the Indonesian Stock Exchange (“IDX”), and CKRA, another suspended company listed on the IDX. The plaintiff agreed and resigned from Lereno on 31 August 2007.13
The Employment Agreement The plaintiff entered into the EA after some negotiations with D7. It was signed by D7 on behalf of the Group, which was described in the EA as “a Group of companies incorporated in Indonesia and Singapore with its principal place of business at the 18th floor of Menara Imperium, Jakarta Indonesia”.14 Subsequently and pursuant to the EA’s terms, the plaintiff was appointed to different positions in the companies controlled by D7.15 His appointments included,
Under cll 5.3, 5.4, 5.5 and 5.9 of the EA, the plaintiff is entitled to receive Annual Bonuses, Periodic Bonuses, share rewards and reimbursement of expenses under cll 5.3, 5.4, 5.5 and 5.9 of the EA. The relevant clauses are set out as follows:17
…
[original emphasis in bold, emphasis added in bold italics]
While it is undisputed that the Handwritten Amendments were made by D7, the parties disagreed on: (a) when completion took place; (b) what were the circumstances under which the share rewards were to be granted; and (c) the implication of the Handwritten Amendments to those clauses. The plaintiff’s view is that Project Gibson and Project MP were successfully completed and that he was instrumental to their success. He also submits that he was instrumental in raising funds successfully for the acquisition of the 21 Anderson Properties and thus entitled to the sums claimed for. The defendants’ view is that Project Gibson, Project MP and the acquisition of the 21 Anderson Properties failed. The plaintiff was merely a liaison officer to obtain the loans for the various companies from the banks. For these services, the plaintiff was already paid a salary under the EA. Therefore, the defendants submit that the plaintiff is not entitled to his claims.
Given the very different interpretation of the facts taken by the plaintiff and the defendants, it is useful to look at the three abovementioned fund raising activities and the way the parties viewed them.
Project MPProject MP was an initiative under the Bio-Resources Division of the Group21 and it involved the RTO of CKRA. CKRA was a company engaged in the planting, processing, trading and transportation of agricultural and plantation products and palm oil processing.22
Project MP was to be executed in the following manner:23
The plaintiff envisaged that under this plan, CKRA would become a multi-billion dollar company in three years.25 There were three eventual scenarios contemplated by the parties in relation to Project MP:
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