Panatron Pte Ltd and Another v Lee Cheow Lee and Another

CourtCourt of Three Judges (Singapore)
JudgeChao Hick Tin JA
Judgment Date04 July 2001
Neutral Citation[2001] SGCA 49
Citation[2001] SGCA 49
Plaintiff CounselAnand K Thiagarajan and Ramesh Appoo (Anand T & Co)
Subject MatterMisrepresentation,Fraud and deceit,Elements of tort,Whether failure to act cautiously and to take steps to verify truth of representations a defence,Tort
Date04 July 2001
Defendant CounselGan Kam Yuin (Bih Li & Lee)
Published date05 November 2003
Docket NumberCivil Appeal No 147 of 2000


Cur Adv Vult

The facts

1. The first appellant, Panatron Pte Ltd (‘Panatron’), is a company engaged, inter alia, in the business of dealing in automatic condensor cleaning system for air conditioning chillers. The second appellant, Phua Mong Seng (‘Phua’) was its founder and is the president or managing director of the company.

2. The first respondent, Lee Cheow Lee (‘Lee’), is a certified public accountant by profession. Prior to the events that gave rise to the present dispute, he worked as a consultant in a company called Enterprise Promotion Centre Pte Ltd, which helped clients in their businesses. In May or June 1996, discussions took place between Phua and Lee, and arising from these discussions, Lee joined Panatron on 30 January 1997 and was employed as the senior vice president in charge of corporate affairs and also carrying out the duties as a financial controller. He also agreed to subscribe for 200,000 shares in Panatron at a total price of $200,000. Some eight months later, on 20 August 1997, he resigned from Panatron and left the employment immediately. As of that date, he had paid Panatron only $189,000 for the shares.

3. The second respondent, Yin Chin Wah Peter (‘Yin’), was in the employ of Panatron for about two years. He joined the company on 31 May 1995 as the vice president on international marketing and was also the general manager of one of Panatron’s subsidiaries, BTE Asia Pte Ltd, which dealt with the supply of a system, known as the Ball Technic system, which is involved in the heat exchange tube cleaning process in the air conditioning industry. He was also a shareholder of Panatron. On or soon after he joined the company, he agreed to subscribe for 300,000 shares of $1 each in Panatron. He had fully paid for all the shares he agreed to subscribe.

4. Prior to his joining Panatron, Yin had known Phua for sometime. They had both worked in a subsidiary of the Singapore Technologies group, where Yin was Phua’s subordinate. Later, Yin left the company, and worked for Shell Asia Pacific Pte Ltd in Singapore, which distributed in the region, amongst other things, products manufactured by a firm, Chemtour of Queensland, Australia. Chemtour is owned by an Australian company, in which one Eral Dettrick (‘Dettrick’) and his wife hold all the shares. Effectively, Chemtour is run and managed by Dettrick.

5. While he was working in Shell Asia Pacific Pte Ltd, Yin came to be acquainted with Dettrick and developed a good business rapport with him. Later, after he had joined Panatron, Yin introduced Dettrick to Phua, and was instrumental in the negotiations between Phua and Dettrick for a licence to manufacture Chemtour’s product in Singapore. Following the negotiations, a licence agreement was made on 22 September 1995 between Chemtour and Panatron, whereby Chemtour granted to Panatron the exclusive licence to use a technology to manufacture and sell, within the prescribed territories, certain waterproofing membranes and protective coatings in paints. After the execution of the licence agreement, Panatron purchased the necessary equipment and renovated its factory and started production in January 1996.

6. Panatron’s business relationship with Chemtour was shortlived. Panatron repeatedly fell into arrears with the royalty payments under the licence agreement and various problems seemed to emerge in the company. On 22 July 1997, Chemtour gave a formal notice to Panatron pointing out the breaches of the agreement and stating its intention to terminate the agreement. This was followed by the letter of 11 August 1997 from Chemtour’s solicitor stating that the licence agreement would terminate on 23 August 1997, unless in the meanwhile Panatron paid up all the arrears of royalties. No payment, however, was made by Panatron, and the agreement was accordingly terminated on 23 August 1997.

7. Prior to that, on 20 August 1997, Lee gave notice of resignation from Panatron, and left the company immediately. Two days later, Yin gave notice of resignation and served out his notice and left the company on 22 September 1997.

8. Soon after the termination of the licence agreement, Dettrick formed a company in Singapore called Chemind Construction Products Pte Ltd, to take over the supply of the products, which were previously supplied by Panatron, to the various customers in Singapore, and both Lee and Yin had some involvement in that company. Presumably, because of these activities on the part of Dettrick, Lee and Yin, Panatron commenced an action against Lee, Chemind Construction Products Pte Ltd, Yin and Dettrick claiming damages for conspiracy on their part to injure Panatron and also claiming against Lee and Yin damages for breach of contract and breach of fiduciary duties. The claims were resisted. In the same action, both Lee and Yin in turn counterclaimed...

To continue reading

Request your trial
117 cases
  • Singapore Tourism Board v Children's Media Ltd and Others
    • Singapore
    • High Court (Singapore)
    • 27 May 2008
    ...14 (refd) Pacific Rim Palm Oil Ltd v PT Asiatic Persada [2003] 4 SLR (R) 731; [2003] 4 SLR 731 (refd) Panatron Pte Ltd v Lee Cheow Lee [2001] 2 SLR (R) 435; [2001] 3 SLR 405 (folld) Rhodia International Holdings Ltd v Huntsman International LLC [2007] 2 All ER (Comm) 577 (refd) Rover Intern......
  • OMG Holdings Pte Ltd v Pos Ad Sdn Bhd
    • Singapore
    • High Court (Singapore)
    • 17 November 2011
    ...2 SLR 24 (refd) Novelty Pte Ltd v Amanresorts Ltd [2009] 3 SLR (R) 216; [2009] 3 SLR 216 (folld) Panatron Pte Ltd v Lee Cheow Lee [2001] 2 SLR (R) 435; [2001] 3 SLR 405 (folld) Panwell Pte Ltd v Indian Bank [2001] 3 SLR (R) 462; [2002] 4 SLR 963 (refd) Parno v SC Marine Pte Ltd [1999] 3 SLR......
  • Jurong Town Corp v Wishing Star Ltd (No 2)
    • Singapore
    • Court of Three Judges (Singapore)
    • 13 May 2005 to WSL. As mentioned above, JTC was at all material times assisted by JCPL. 72 JTC relied on Panatron Pte Ltd v Lee Cheow Lee [2001] 3 SLR 405 (“Panatron”). In that case, L P Thean JA found the case of JEB Fasteners v Marks, Bloom & Co [1983] 1 All ER 583 instructive. He then said, at......
  • Trans-World (Aluminium) Ltd v Cornelder China (Singapore)
    • Singapore
    • High Court (Singapore)
    • 17 March 2003
    ...not caring whether it was true or false. On that last requirement, LP Thean JA in Panatron Pte Ltd & Anor v Lee Cheow Lee & Anor [2001] 3 SLR 405 said: “the representation must be made with knowledge that it is false; it must be wilfully false, or at least made in the absence of any genuine......
  • Request a trial to view additional results
1 firm's commentaries
  • Defences To Payment In Letter Of Credit Transactions
    • Singapore
    • Mondaq Singapore
    • 9 March 2022
    ...threshold of knowledge than generally required to prove a claim in fraudulent misrepresentation. In Panatron Pte Ltd v Le Cheow Lee [2001] 2 SLR(R) 435, the Court of Appeal held that a false representation is made fraudulently when it is made either dishonestly - in the sense that the maker......
11 books & journal articles
    • Singapore
    • Singapore Academy of Law Journal Nbr. 2016, December 2016
    • 1 December 2016
    ...JJ. Cf, however, Brosnan v Katke[2016] FCAFC 1 (noting the continued reliance of a “but for” test). 132Panatron Pte Ltd v Lee Cheow Lee[2001] 2 SLR(R) 435 at [23], per L P Thean JA. 133Gould v Vaggelas(1985) 157 CLR 214 at 238, per Wilson J; Edgington v Fitzmaurice(1885) 29 Ch D 459 at 483,......
  • Contract Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2001, December 2001
    • 1 December 2001
    ...9.53 The issue of fraudulent misrepresentation or deceit was at issue in the Court of Appeal decision of Panatron Pte Ltd v Lee Cheow Lee[2001] 3 SLR 405. In this case, the court reaffirmed (at 409) the established statement of principle by Lord Herschell in the House of Lords decision of D......
  • Tort Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2016, December 2016
    • 1 December 2016
    ...Nutra Pte Ltd [2016] 4 SLR 919 at [226]. 79 Allergan Inc v Ferlandz Nutra Pte Ltd [2016] 4 SLR 919 at [230]. 80 [2016] 5 SLR 335. 81 [2001] 2 SLR(R) 435 at [14]. 82 [2016] SGHC 116. 83 [2017] 3 SLR 711. 84 [2016] SGHC 232. 85 Cap 109A, 2000 Rev Ed. 86 [2016] 4 SLR 438. 87 Cap 121, 1985 Rev ......
  • Tort Law
    • Singapore
    • Singapore Academy of Law Annual Review Nbr. 2015, December 2015
    • 1 December 2015
    ...false, was wilfully false or at least made in the absence of any genuine belief that it was true: see Panatron Pte Ltd v Lee Cheow Lee[2001] 2 SLR(R) 435 at [14]) were present in this case. 26.20 Two elements of deceit, namely, representation of fact and reliance, were specifically mentione......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT