SIC College of Business and Technology Pte Ltd v Yeo Poh Siah and Others
Jurisdiction | Singapore |
Judge | Chao Hick Tin JA |
Judgment Date | 22 January 2016 |
Neutral Citation | [2016] SGCA 5 |
Year | 2016 |
Date | 22 January 2016 |
Published date | 26 January 2016 |
Hearing Date | 06 November 2015 |
Plaintiff Counsel | Prakash Pillai, Koh Junxiang and Clement Ong Yuan Kun (Clasis LLC) |
Citation | [2016] SGCA 5 |
Defendant Counsel | Jordan Tan and Keith Han (Cavenagh Law LLP) |
Court | Court of Appeal (Singapore) |
Docket Number | Civil Appeal No 45 of 2015 |
It is axiomatic that in order to arrive at a fully considered decision based on justice and fairness, the court concerned must have
With these important general observations in mind, we turn to consider the present case. This is an appeal against the decision of the High Court judge (“the Judge”) in
Admittedly, the plaintiff [the Appellant]
was hamstrung to the extent that its case was that the 18 transactions in the ledger was [sic ]just part of a larger scheme to defraud the plaintiff, but its inability to shed light on the purported bigger picture was a corollary of the failure to provide security for costs for the main claim . [emphasis added in italics and bold italics]
We proceed to analyse this case more
The Appellant is a company in the private education business. Kannappan s/o Karuppan Chettiar (“KC”) was the chairman of the Appellant at the material time. His wife (Cenobia Majella (“CM”)) and brother (Subramaniam s/o Karuppan Chettiar) are directors of the Appellant. CM is the Appellant’s majority shareholder while TSG Investments Pte Ltd (“TSG”) and KC are the other shareholders. At all material times, TSG was controlled by KC and CM.
The first three Respondents were the Appellant’s employees at the material time – the first Respondent (Ken Yeo) was a director of the Appellant, the second Respondent (Koo Khee Chong (“Koo”)) was the chief financial officer of the Appellant and the third Respondent (Chua Puay Choo Alvinna) was a senior management consultant of the Appellant. They were also the directors of the fourth Respondent, Lincoln Collegiate of Business and Technology Private Limited (“Lincoln College”), a company which was incorporated on 8 January 2009 and which had been contracted to operate the Appellant’s business under certain licensing agreements.
Background to the disputeKC and Ken Yeo had known each other since about 1991 when Ken Yeo was KC’s personal assistant in the Singapore Institute of Commerce (“SIC”), which was the predecessor of the Appellant. KC lost touch with Ken Yeo sometime in 1992 or 1993 when KC left SIC, and Ken Yeo also later left SIC to set up Auston Business School.
Sometime in 2005, Ken Yeo was made an employee of TSG by KC. KC was the executive chairman of TSG, which had acquired SIC in 1999.
In 2007, there was a corporate reorganisation and Ken Yeo was appointed the executive director of the Appellant.
Between 2009 and 2010 a number of agreements were signed as follows:
It should be noted that the interpretation of the terms of the clauses in the above agreements was disputed.
Cracks in the relationship between KC and Ken Yeo emerged in February 2010 when KC sought arrears of the licensing fee and Ken Yeo wanted to terminate the SICC Agreement. These cracks were exacerbated when Ken Yeo shifted some furniture between the Appellant’s premises at Upper Serangoon Road and SICC’s premises. Eventually, a compromise was reached, resulting in the conclusion of the MRA and Second Harbridge Agreement.
On 10 December 2012, the Appellant and TSG filed a Writ of Summons against the first three Respondents. The Writ and Statement of Claim were subsequently amended for TSG to be removed as a plaintiff and for Lincoln College to be added as a defendant.
To summarise, the Appellant’s claim –
The Respondent’s defence against the aforementioned heads of claim were, besides the denial of the averments, essentially, that under the relevant licensing agreements, Lincoln College (or SICC) was entitled to the Appellant’s proceeds less expenses.
At a hearing on 18 March 2013 (this was a few days after the original Defence was filed on 12 March 2013), the then-counsel for the Respondents indicated to a Senior Assistant Registrar that he had instructions to apply for security for costs against the Appellant. The Senior Assistant Registrar ordered that the application for security for costs should be made by 28 March 2013. However, no application was made by that date.
On 6 December 2013 (almost a year after the original writ was filed), the Defence was amended to institute the counterclaim by Ken Yeo against the...
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