Piattchanine, Iouri v Phosagro Asia Pte Ltd
Judge | George Wei J |
Judgment Date | 09 October 2015 |
Neutral Citation | [2015] SGHC 259 |
Subject Matter | Employment law,misconduct,contract of service,contractual terms,fundamental breach,Contract,termination |
Published date | 04 November 2016 |
Citation | [2015] SGHC 259 |
Year | 2015 |
Docket Number | Suit No 404 of 2014 |
Plaintiff Counsel | Eugene Thuraisingam and Jerrie Tan (Eugene Thuraisingam LLP) |
Hearing Date | 16 April 2015,15 April 2015,17 April 2015,20 May 2015 |
Defendant Counsel | Andrew Ang and Andrea Tan (P K Wong & Associates LLC) |
Court | High Court (Singapore) |
Iouri Piattchanine (“the Plaintiff”) commenced Suit No 404 of 2014 claiming sums he asserts are due to him following the termination of his employment as Managing Director of Phosagro Asia Pte Ltd (“the Defendant”) on 28 February 2014. The Plaintiff’s claims were essentially advanced on two fronts: for sums due under the contract, and alternatively, for damages pursuant to a breach of contract. The Defendant counterclaims for sums which it alleges the Plaintiff has wrongfully paid to himself by way of expense claims.
Background facts The Defendant is a company incorporated in Singapore and is engaged in the fertiliser trade. The Defendant is fully owned by Phosint Trading Limited, a Cyprus-incorporated company. Phosint Trading Limited is, in turn, fully owned by the Phosagro Group (which is based in Russia)
For almost a year prior to 26 February 2013, the Plaintiff was the sole director and shareholder of Asiafert Trading Pte Ltd (“Asiafert”)
The negotiations culminated in a share purchase agreement dated 26 February 2013 for the purchase of Asiafert by Phosint Trading Limited (“the SPA”).
I highlight several material terms in the SPA:
When the Phosagro Group bought over Asiafert, they renamed it Phosagro Asia Pte Ltd (
In short, the Plaintiff sold his company (Asiafert) to Phosint Trading Limited and the Phosagro Group. Aside from the sale price, the Plaintiff’s employment as Managing Director of Asiafert was to be continued on mutually agreeable terms. Indeed, the Plaintiff claims that Asiafert was sold at a “low value” because of the understanding that he would be employed by Phosagro Asia.
Pursuant to an employment agreement dated 1 March 2013 (“the Employment Contract”), the Defendant hired the Plaintiff as its Managing Director. The Plaintiff exhibited the Employment Contract in his AEIC.
The Plaintiff signed his own Employment Contract on behalf of the Defendant, his employer.
I note that the copy of the Employment Contract exhibited in Popov’s AEIC
At this juncture, I stress that save for Annex 2, the Defendant does not challenge the terms and validity of the Employment Contract exhibited in the Plaintiff’s AEIC.
I now set out some of the material terms in the Employment Contract:
2. Subject as hereinafter provided the employment
shall commence on 1 for the period of three years having the option to be renewed by another term with parties intentions to be decided one year before expiry of the first term unless terminated by either party to the agreement by giving to the other party not less than three months’ notice in writing. 100% annual salary as one-off payment to be settled in case contract is terminated before expiry of it’s validity.st March, 20133. During the continuance of this agreement, the employee shall, unless prevented by ill-health, devote such of his time and attention to the business of the Company as shall be required for the proper performance of his duties and in all respects conform to and comply with the directions and regulations of the Board of directors of the Company and shall well and faithfully serve the Company in all respects and use his best endeavours to promote the interests of the Company…
…
6. The employee shall be entitled to receive annual bonuses as specified from time to time.
…
14. … Except of any reason stipulated in Point 20 of this Employment Contract, if the employee is terminated or resigns prior to the completion of his contractual period,
annual salary as one-off payment to be settled in full, should the contract is terminated before expiry of its validity. employer shall give employee, or vice versa, three months’ notice in writing.…
20. If at any time during his employment, hereunder the employee shall be guilty of any serious misconduct or any wilful breach or non-observance of any of the stipulations herein contained and on his part to be observed or performed or shall compound with his creditors generally or shall have a Receiving order in bankruptcy made against him then and in any such case, the Company may terminate the employee’s employment hereunder without any notice or payment in lieu of notice.
[emphasis in italics added]
The Plaintiff’s salary was provided for in cl 5 of the Employment Contract and was set out in “Annex 1” (being S$40,600 per month from 1 March to 31 December 2013, and S$47,300 per month thereafter). The Plaintiff’s bonus entitlement was provided for in cl 6 of the Employment Contract and was set out in “Supplement to Annex 1” (being a guaranteed bonus of 50% of the Plaintiff’s annual remuneration, and a discretionary bonus of up to 50% of the Plaintiff’s annual remuneration). The relevance of this will become clearer below in the context of the Plaintiff’s entitlement (if any) to a “one-off” bonus when his contract is terminated prior to expiration of the three-year term.
Besides his salary and bonuses, in brief, the Plaintiff was also entitled to the following benefits under the Employment Contract:
“Annex 2” to the Employment Contract states that the Defendant is obliged to pay for the Plaintiff’s housing rent. It will be recalled that the parties disagree whether “Annex 2” is properly part of the Employment Contract.
The management of the DefendantAs managing director, it appears that the...
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