Qroi Ltd v Pascoe, Ian and another

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 21 February 2019
• Neutral Citation: [2019] SGHC 36
• Court: High Court (Singapore)
• Docket Number: HC/Suit No 119 of 2018 (HC/Registrar’s Appeal No 6 of 2019)
• Year: 2019
• Published date: 27 February 2019
• Hearing Date: 29 January 2019,31 January 2019
• Plaintiff Counsel: Kenneth Lim and Mehaerun Simaa (Allen & Gledhill LLP)
• Defendant Counsel: Tan Zhengxian, Jordan (Cavenagh Law LLP)
• Subject Matter: Civil Procedure,Striking out
• Citation: [2019] SGHC 36

Choo Han Teck J:

This is the first defendant’s appeal against the learned Assistant Registrar Norine Tan Yan Ling’s (“AR Tan”) dismissal of the first defendant’s application to strike out the plaintiff’s claim. The plaintiff is a company incorporated in Hong Kong, providing end-to-end technical services and technology solutions to mobile operators in Southeast Asia. The second defendant, is a company incorporated in Myanmar. The first defendant, is the managing partner of the second defendant and six other Thailand-incorporated entitles bearing the “Grant Thornton” brand name.

The plaintiff commenced this action against the defendants for the non-payment of services delivered pursuant to a letter of intent dated 19 August 2016 (“the Agreement”). The plaintiff’s claim against the first defendant is based on a breach of warranty of authority. The essence of the plaintiff’s claim is that the first defendant represented that he was acting on behalf of a Grant Thornton entity in Thailand (“Grant Thornton Thailand”) when he negotiated and executed the Agreement. In reliance of the first defendant’s warranty of authority, the plaintiff entered into the Agreement. Subsequently, when the plaintiff demanded payment from Grant Thornton Thailand under the Agreement, the first defendant demurred and said that he was acting on behalf of the second defendant, who is the proper party to the Agreement, and not Grant Thornton Thailand.

On 12 November 2018, the first defendant applied to strike out the plaintiff’s action. The application was dismissed by AR Tan on the basis that the threshold for striking out was not met and the issues should be tested at trial. The first defendant appealed before me against AR Tan’s decision. In support of the first defendant’s application for striking out, counsel for the first defendant, Mr Jordan Tan, raised two arguments that the plaintiff’s statement of claim disclosed no reasonable cause of action (O 18 r 19(1)(a) Rules of Court) or was frivolous and vexatious (O 18 r 19(1)(b) Rules of Court).

First, Mr Tan argued that since the first defendant had the authority to act for all the Grant Thornton Thailand entities and the second defendant, the plaintiff had no cause of action for a breach of warranty of authority because the plaintiff failed to identify any entity for which the first defendant had no authority to act in the plaintiff’s statement of claim. In essence, Mr Tan submitted that “this is not a...