Navin Jatia and others v Ram Niranjan and another and other appeals

• Jurisdiction: Singapore
• Judge: Steven Chong JA
• Judgment Date: 06 April 2020
• Neutral Citation: [2020] SGCA 31
• Docket Number: Civil Appeals Nos 202, 203 and 205 of 2018
• Date: 06 April 2020
• Published date: 17 April 2020
• Plaintiff Counsel: Letchamanan Devadason, Mahtani Bhagwandas and Ivan Lee Tze Chuen (LegalStandard LLC)
• Defendant Counsel: respondents in CA 203/2018 and first to third respondents in CA 205/2018,Tan Teng Muan and Loh Li Qin (Mallal & Namazie),appellant in CA 203/2018 and fourth respondent in CA 205/2018.,Sarbjit Singh Chopra, Gabriel Lee Wen Rong and Thomas Ang Ze Xi (Selvam LLC)
• Court: Court of Appeal (Singapore)
• Hearing Date: 29 January 2020
• Subject Matter: Deeds and other instruments,Deeds

Woo Bih Li J (delivering the judgment of the court): Introduction

These cross-appeals are brought against the decision of the High Court judge (“the Judge”) in Ram Niranjan v Navin Jatia and others and another suit [2019] SGHC 138 (the “GD”). Suit No 911 of 2016 (“the Suit”) was commenced on 25 August 2016 by Mr Ram Niranjan (“Mr Ram”) against his son Mr Navin Jatia (“Mr Navin”), daughter-in-law Mdm Samridhi Jatia (“Mrs Navin”), Evergreen Global Pte Ltd (“Evergreen”), and Mr Ram’s wife, Mdm Shakuntala Devi (“Mrs Ram”). Evergreen is a Singapore-incorporated company which was founded by Mr Ram in 1989 and played a nominal role in the Suit.¹ While Mrs Ram was named as the fourth defendant, her case was aligned with that of Mr Ram. Mrs Ram also commenced a third party action against the Navins which overlapped substantively with Mr Ram’s claims.

The cross-appeals concern, in the main, various factual findings made by the Judge in relation to the validity or legal effect of four instruments, namely: a memorandum of understanding dated 9 December 2006 between the Rams and the Navins (“the 2006 MOU”); a sale and purchase agreement dated 2 January 2015 between Mrs Ram and Mr Navin (“the January 2015 SPA”); and a deed dated 6 August 2015 (“August 2015 Deed”), along with an agreement dated 1 September 2015 (“the September 2015 Agreement”) between the Rams and the Navins.² In these cross-appeals, the Rams’ right to live in a property at Poole Road owned by Mr Navin (“the Poole Road Property”) is also in issue. We note that Mrs Ram did not sign the 2006 MOU although she was named as a party to it. Nonetheless, nothing in this judgment turns on that fact.

In our judgment, the core issue in these cross-appeals is the validity of the August 2015 Deed. This is because the August 2015 Deed was a settlement agreement that was intended to resolve the disputes which had arisen between the Rams and the Navins. Consequently, it follows that some of the claims brought by the Rams in the Suit, which were premised on these disputes, cannot be sustained if the August 2015 Deed is found to be valid. The Judge, however, set aside the August 2015 Deed on the basis that Mr Navin had failed to disclose a material fact. In brief terms, the Judge held that since the August 2015 Deed was a family arrangement, the parties were subject to a duty to disclose material facts. In the present case, Mr Navin had invested Mr Ram’s moneys in bonds (“the Bonds”) from 2010,³ although the actual amount invested for Mr Ram was in dispute. According to the Judge, the material fact which had not been disclosed by Mr Navin was Mr Ram’s share of the sale proceeds from the Bonds (“the sale proceeds”): GD at [79]. The Judge found that Mr Ram had contributed 89.55% of the funds used to purchase the Bonds and that his entitlement was US$3,442,378.29: GD at [197]. This fact was not disclosed by Mr Navin to Mr Ram. The August 2015 Deed was set aside under those circumstances.

Having carefully considered the parties’ submissions, we find that Mr Navin did not breach any duty of disclosure owed to the Rams. Accordingly, we reverse the Judge’s decision to set aside the August 2015 Deed. In our view, it is also questionable whether the parties owed a duty of disclosure to one another, notwithstanding that the August 2015 Deed was a family arrangement. Nevertheless, we leave that issue for determination on a future occasion as it need not be determined in the present case given our finding that there is no breach of any such duty.

In relation to the remaining findings of the Judge, we are satisfied that the threshold for appellate intervention is not met in the present case. The findings of fact were not clearly against the weight of the evidence. We explain our reasons and the consequential orders that follow below.

Background facts

In this judgment, we set out only the facts which are relevant to our decision.

The Poole Road Property

The Rams are Singapore permanent residents. Mr Navin, on the other hand, is a Singapore citizen and therefore capable of purchasing residential property without regulatory approval. Mr Navin started working in Evergreen from the middle of 1991 after completing his full-time National Service. On 13 March 1993, Mr Navin, then 23 years old, exercised an option to purchase the Poole Road Property for S$2.88m: GD ([1] supra) at [9] and [11]–[13].

Two days after he did so, Mr Navin applied to the Land Dealings (Approval) Unit (“LDU”) for Mr Ram and him to hold title to the Poole Road Property as tenants in common having a 65% (Mr Ram) and 35% interest (Mr Navin) respectively.⁴ This application, which also stated that the Poole Road Property was intended to be used as a family residence, was rejected by the Controller of Residential Property. Mr Navin appealed to the Minister of Law against the rejection of the application. On appeal, he sought permission to register the Poole Road Property in his and his parents’ joint names, to be held as a joint tenancy, stating that:⁵

An additional obvious advantage in having joint names in the title is that of security of the parents, or the feeling of security generated in them, and (correspondingly) the knowledge re-affirmed in the mind of Navin that legally the property is not entirely his to do with as he pleases and that he would have to have his parents’ welfare in mind during the course of their natural lives.

The appeal was rejected by the Minister of Law.⁶ Subsequently, the Poole Road Property was registered in Mr Navin’s sole name: GD at [13]. S$2.3m of the S$2.88m was paid using a mortgage loan from Overseas Union Bank Limited.⁷ In turn, the mortgage included a S$1.8m overdraft facility in both Mr Ram’s and Mr Navin’s names. The parties disputed whether it was Mr Ram or Mr Navin who had paid for the Poole Road Property: GD at [13]. Both Mr Navin and Mr Ram claimed to have paid for the Poole Road Property in full.⁸ According to Mr Navin, he repaid the mortgage loan within six years.⁹ Mr Ram pleaded that he had paid for the Poole Road Property in reliance on the common understanding and intent between the Rams and Mr Navin that the Rams would have a “life interest” in the Poole Road Property.¹⁰

While the Poole Road Property was registered in Mr Navin’s name, it effectively functioned as the family home for the next 23 years. However, the Rams alleged that in February 2016, the Navins had given the family’s driver and domestic helpers instructions not to serve or help the Rams or to allow them to use the family’s cars. It was also alleged that the Navins had installed locks on common areas of the home, such as the television room, store room and fridge, to prevent access by the Rams, who were effectively confined to their bedroom.¹¹ On the part of the Navins, closed-circuit television footage was shown at the trial in an attempt to demonstrate Mr Ram’s allegedly unreasonable behaviour while living at the Poole Road Property. On 12 July 2016, Mrs Navin obtained an expedited protection order against Mr Ram on the basis that there was imminent danger of family violence being committed against her children. This order was later discharged since, inter alia, Mrs Navin had only proven one incident of family violence committed against her, which did not include physical violence, and Mr Ram had confirmed that he would not return to the Poole Road Property while the Navins lived there: GD at [37].

The police were also called on a number of occasions. On 14 July 2016, the police were called, allegedly because Mr Navin’s sister had arranged for a masseuse to visit the Poole Road Property to give Mrs Ram a massage but Mr Navin did not want illegal helpers working at the Poole Road Property. On 31 July 2016, the police were called again after Mr Ram reacted to something Mr Navin had said by pulling down his pants and exposing himself in front of Mrs Navin and her son. Mr Ram returned the next day, and Mr Navin called the police again. Subsequently, the Rams were arrested and charged with criminal trespass. Allegedly, the Rams have not been able to access the Poole Road Property to retrieve their belongings since then.¹² Mr Navin engaged professional movers to pack and send their belongings to them, but the Rams alleged that many items were missing. This formed the basis for their claims of conversion and/or detinue: GD ([1] supra) at [38]–[40].

The 2006 MOU

It was not disputed that by 2006, Mr Ram and Mr Navin were at loggerheads for various reasons which we need not go into. At the trial, some emphasis was placed by Mr Navin on the fact that the family is part of the Marwari community, which he described as a “tightly knit ethnolinguistic group with origins in India and Nepal”.¹³ It was common ground that the tradition within the Marwari community is to have disputes between family members resolved by having elders within the community conduct mediation.¹⁴ Consistent with this tradition, Mr Ram’s youngest daughter, Ms Kalpana Binani (“Kalpana”), and her husband, Mr Braj Binani (“Braj”), stepped in to mediate. This led to the 2006 MOU which was signed by Mr Ram, Mrs Ram and Mr Navin. Under the 2006 MOU, Evergreen would have a “revised” capital structure under which Mr Navin would hold 50% of the shares and the Rams would hold 25% of the shares each. Mr Navin was also formally appointed as the managing director of Evergreen with effective control of its day-to-day operations: GD at [19] and [20].

For present purposes, the relevant clauses of the 2006 MOU are:¹⁵ 1) that [Evergreen] will have the revised [c]apital structure as under:

[Mr Ram] –25%

[Mrs Ram] – 25%

[Mr Navin] – 50%

2) [Mr Navin] will ensure that the personal guarantees given by [the Rams] and [Mrs Navin] to the bankers will be revoked at the earliest possible convenience in view of the restructured shareholding pattern.

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5) A Power of Attorney from the...