Singapore School Transport Association and another v Ang Chee Seng

• Jurisdiction: Singapore
• Judge: James Leong
• Judgment Date: 28 September 2023
• Neutral Citation: [2023] SGDC 220
• Court: District Court (Singapore)
• Docket Number: District Court Suit No 429 of 2022
• Hearing Date: 20 February 2023,21 February 2023,22 February 2023,23 February 2023,06 June 2023
• Citation: [2023] SGDC 220
• Year: 2023
• Plaintiff Counsel: Mr Yao Qinzhe and Ms Chua Hui Fen Christine (D'Bi An LLC)
• Defendant Counsel: Mr Gerard Quek, Mr Daniel Ling and Mr Glenn Chua (PDLegal LLC) (instructed), Mr Lim Joo Toon and Mr Michael Lukamto (Joo Toon LLC)
• Subject Matter: Equity,Fiduciary relationships,Duties
• Published date: 14 December 2023

District Judge James Leong: Introduction

The present claim is for the alleged breach by the defendant of fiduciary duties owed to the plaintiffs in relation to a Ministry of Manpower (“MOM”) Master Contract and other government contracts (“Other Contracts”). These alleged breaches were in connection with urgent transport arrangements for foreign workers in dormitories requested by the MOM and assignments from other government agencies in response to the COVID-19 Pandemic. The trial was heard before me over four days at the conclusion of which parties filed written closing submissions. Five witnesses testified for the plaintiffs and three witnesses (including the defendant), were called by the defence. Having carefully considered the totality of the evidence and the plaintiffs’ closing submissions dated 14 April 2023 (“PCS”); the defendant’s closing submissions dated 23 May 2023 (“DCS”) and the plaintiff’s reply submissions dated 6 June 2023 (“PRS”), I now set out my judgment.

Facts The parties

The Singapore School Transport Association (“1st plaintiff”) is a society registered on 28 December 1958 under the Societies Act 1966 founded for the purpose of bringing together persons in the transport association, particularly those in the school bus industry, for the purpose of cooperation, enhanced services, dispute resolution, and the general welfare of members and the public.¹ It is a non-profit entity with all excess revenue utilised for charitable and welfare purposes.²

The SSTA Pte Ltd (“2nd plaintiff”) is a company incorporated on 26 July 1995 to advance and promote the affairs of the 1st plaintiff. The shareholders of the 2nd plaintiff are members of the 1st plaintiff who hold their shares on behalf of the 1st plaintiff.³

It is common ground that the defendant Mr Ang Chee Seng (“Mr Ang”) was the First Deputy Chairman (“FDC”) of the Executive Committee (“ExCo”) of the 1st plaintiff from 19 May 2018 to 15 May 2020 and that Mr Wong Ann Lin, the Chairman, was ill and frequently absent at the material time. It is also common ground that Mr Ang was never a director of the 2nd plaintiff, and he was not authorised to sign cheques on behalf of the 2nd plaintiff.⁴

Background to the dispute

On 24 March 2020, the Singapore Government announced that measures to control COVID-19 were imminent and a “Circuit Breaker” followed on 7 April 2020.⁵ In response to the unprecedented COVID-19 situation, urgent transport arrangements were needed, and Mr Ang was contacted between 3 April 2020 to 5 April 2020 by representatives of the Land Transport Authority (“LTA”), and the Singapore Armed Forces on behalf of the MOM.

Arrangements were made between the MOM and the 2nd plaintiff for buses to transport foreign workers at $ 450.00 per trip. In this regard, Mr Ang was provided with identical versions of a quotation to MOM dated 7 April 2020, with the key difference being that one was on the 1st plaintiff’s letterhead while the other was on the 2nd plaintiff’s letterhead. On Mr Ang’s instructions, the version on the letterhead of the 2nd plaintiff and signed by Mr Ang for the 1st plaintiff as FDC was duly submitted.⁶ This was essentially because the 2nd plaintiff functions as the business arm of the 1st plaintiff (a non-profit entity) to advance and promote its affairs.

These trips were initially undertaken by two companies, namely Sky Island Transport & Trading Pte Ltd (“Sky Island”) and Sun-Gee Travel Pte Ltd (“Sun-Gee”) commencing 6 April 2020 pursuant to sub-contracts between them and the 2nd plaintiff at an agreed rate of $ 420.00 per trip with the difference between the $ 450.00 and $ 420.00 intended for the plaintiffs. It is common ground that these urgent trips required drivers to wear personal protective equipment and to sanitise the buses, and there was a risk that the drivers might be infected.⁷

Sky Island was owned by Mr Fong Ling Pio (“Mr Fong”), who was the then Secretary of the ExCo. Sun-Gee, which was previously included in a list of members of the 1st plaintiff in a joint media release issued by The Consumers Association of Singapore and the 1st plaintiffs in 2015 ⁸, was not a member of the 1st plaintiff at the material time as their membership had lapsed.⁹

Following an urgent ExCo meeting (“urgent meeting”) on 15 May 2020 where Mr Ang and Mr Fong were questioned about the transport arrangements, they both resigned their positions and handed over management of the transport arrangements with MOM to the remaining ExCo members. The 1st plaintiff then started awarding sub-contracts to its members transparently in accordance with the 1st plaintiff’s protocol at the rate of $ 400.00 per trip, which they allege they were compelled to offer to manage member sentiment since Mr Ang had earlier given out such sub-contracts at $ 420.00 per trip.¹⁰ The English translation of the letter of resignation signed at the conclusion of the urgent meeting is reproduced for context:¹¹

15 May 2020
1)	Fong Ling Po (Secretary)	Signature: [Signature]
2)	Ang Chee Seng (First Deputy Chairman)	Signature: [Signature]
Today, the above two persons admitted their violation of the rules and would resign from all positions they held in Council. The council members accepted their resignation from the Council, and SSTA will not press legal charges against them.
1)	Second Deputy Chairman: Lim Siang Hai	Signature: [Signature]
2)	Heah Ah Lick, Deputy Secretary	Signature: [Signature]
3)	Lee Thiam Chai, Deputy Treasurer	Signature: {Signature]
4)	Edmund Lee	Signature: [Signature]
5)	Neo Lye Siah	Signature: [Signature]

What transpired at the urgent meeting is touched on extensively by both sides in their evidence in support of their respective cases. As evident from the certified transcript which sets out both the original Chinese language spoken and the English translation,¹² the meeting was a heated one where emotions ran high as explanations were sought from Mr Ang and Mr Fong. The explanations were not accepted by the members present culminating in discussions about the transition for the plaintiffs to assume responsibility for the transport arrangements and the signing of the letter of resignation at [9] above. Both sides do not appear to have made any reference to the following extracts from the English translation at pages 49-50 of the 51-page transcript during the trial and/or their submissions:

Elsie:

I ask again one more thing. So that means Richard and Sun-Gee will provide the services as usual for the month- until the last week ends, right?

Heah Ah Lick:

Yes

……………………

Elsie:

And one last thing-lastly. I want to confirm- if not later- so like what Richard said just now. Just now Peter agreed on that also. We will pay them as usual for the services they provided, right?

Heah Ah Lick:

Yes. They should-

Elsie:

All the- I don’t need to report to you guys when I issue the cheque to them as usual.

Sun-Gee eventually agreed to and received $ 400.00 per trip from the 2nd plaintiff. Sky Island later sued the 2nd plaintiff in DC 2344/2020 and their claim was subsequently settled at a rate of $ 370.00 per trip. Legal costs of $ 21,409.60 was incurred by the 2nd plaintiff for defending the action. As part of the settlement, Mr Fong issued a letter on behalf of Sky Island stating:¹³

I acknowledge that Mr Ang. in awarding Sky Island the subcontract during the COVID-19 circuit breaker period has deviated from SSTA’s protocol.

For the avoidance of doubt, this statement is not to be construed as an admission of liability or fault on my part or on Sky Island’s part.

For completeness, while denying the existence of any MOM Master Contract, Mr Ang exhibited in his AEIC at pages 40-42 a MOM Contract Notification dated 9 November 2020 between the 2nd plaintiff and the MOM. The contract is described as “[COVID-19] Bus chartering with safe distancing for decantment operations of foreign workers from dormitories from April to Sept 2020” with the total amount stated in the annex as $ 1,998,150.00.

Plaintiffs’ witnesses

As extracted from [25-31] of the POS, the brief roles of the five witnesses called on behalf of the plaintiffs are outlined below. The witnesses are listed in the order of appearance at trial.

Plaintiffs’ first witness (“PW1”), Mr Lim Yong Long, is a member of the 1st plaintiff and the Express & Excursion Bus Association (“E&EBA”). His testimony concerned the pricing of jobs/contracts offered by the E&EBA to its members at lower rates compared to the sub-contracts in question that were offered to Sky Island and Sun-Gee, as well as members of the 1st plaintiff post the urgent meeting on 15 May 2020.

Plaintiff’s second witness, (“PW2”) Mr Wong Onn Pin, is a member of the 1st plaintiff who witnessed Sky Island’s fleet of vehicles making trips during the circuit breaker period and signed a letter of complaint with other members against Mr Ang when they found out about the award made to Sky Island. He also testified that Mr Fong had sub-contracted trips to other members of the 1st plaintiff, demonstrating clear interest of members and that Mr Ang had given Mr Fong a personal profit opportunity without fairly opening it to all members.

Plaintiffs’ third witness (“PW3”), Mr Darry Lim Teng Keong (“Mr Darry Lim”), currently a Transport Officer of the ExCo, was a representative of the ordinary members of the 1st plaintiff at the material time. His testimony concerned the difficulties faced by ordinary members because of COVID-19 as transport came to a standstill, how ordinary members were aware of the 1st plaintiff’s protocols and considered Mr Ang’s actions to be a serious violation. He also testified about his experience in the pricing of Master Contracts in support of the plaintiffs’ position that the sub-contracts were overpriced. In what was clearly hearsay, he...