Singapore Shooting Association v Singapore Rifle Association

JurisdictionSingapore
CourtCourt of Three Judges (Singapore)
JudgeJudith Prakash JA,Andrew Phang Boon Leong JA,Sundaresh Menon CJ
Judgment Date20 December 2019
Docket NumberCivil Appeal No 103 of 2018
Date20 December 2019

[2019] SGCA 83

Court of Appeal

Sundaresh Menon CJ, Andrew Phang Boon Leong JA and Judith Prakash JA

Civil Appeal No 103 of 2018

Singapore Shooting Association and others
and
Singapore Rifle Association

Lee Hwee Khiam Anthony and Huineng Clement Chen (Bih Li & Lee LLP) for the appellants;

Wong Hin Pkin Wendell, Teo Ying Ying Denise (Zhang Yingying), Tan Si Ying EvelynandAndrew Chua Ruiming (Drew & Napier LLC) for the respondent.

Case(s) referred to

Adrian Gordon Dean v Patience Burne [2009] EWHC 1250 (Ch) (folld)

Amrik Singh v Virender Pal Singh Sikka (2 December 1998, CA) (UK) (folld)

Associated Nursing Services plc v Kells (16 October 1996, HC) (UK) (refd)

British Motor Trade Association v Salvadori [1949] Ch 556 (refd)

Clearlab SG Pte Ltd v Ting Chong Chai [2015] 1 SLR 163 (refd)

Construction Industry Training Board v AG [1973] Ch 173; [1972] 3 WLR 187 (refd)

EFT Holdings, Inc v Marinteknik Shipbuilders (S) Pte Ltd [2014] 1 SLR 860 (folld)

Goh Kim Hai Edward v Pacific Can Investment Holdings Ltd [1996] 1 SLR(R) 540; [1996] 2 SLR 109 (refd)

Hampton Fuel Allotment Charity, Re [1989] Ch 484; [1988] 3 WLR 513 (folld)

Holme v Guy (1877) 5 Ch D 901 (refd)

Karaha Bodas Co LLC v Pertamina Energy Trading Ltd [2006] 1 SLR(R) 112; [2006] 1 SLR 112 (folld)

Koh Sin Chong Freddie v Singapore Swimming Club [2015] 1 SLR 1240 (refd)

Lam Hwa Engineering & Trading Pte Ltd v Yang Qiang [2014] 2 SLR 191 (refd)

Lee Tat Development Pte Ltd v MCST Plan No 301 [2018] 2 SLR 866 (refd)

Li Siu Lun v Looi Kok Poh [2015] 4 SLR 667 (refd)

Lim Kok Lian v Lee Patricia [2015] 1 SLR 1184 (refd)

Lin Jian Wei v Lim Eng Hock Peter [2011] 3 SLR 1052 (refd)

Lock Han Chng Jonathan v Goh Jessiline [2008] 2 SLR(R) 455; [2008] 2 SLR 455 (refd)

Lonrho plc v Fayed (No 5) [1993] 1 WLR 1489 (refd)

Lucky Realty Co Pte Ltd v HSBC Trustee (Singapore) Ltd [2016] 1 SLR 1069 (refd)

Maryani Sadeli v Arjun Permanand Samtani [2015] 1 SLR 496 (refd)

Muman v Nagasena [2000] 1 WLR 299 (refd)

OBG Ltd v Allan [2008] 1 AC 1 (refd)

Ong Han Ling v American International Assurance Co Ltd [2018] 5 SLR 549 (refd)

R + V Versicherung AG v Risk Insurance and Reinsurance Solutions SA [2006] EWHC 42 (Comm) (refd)

Raffles Town Club Pte Ltd v Lim Eng Hock Peter [2013] 1 SLR 374 (refd)

Rendall v Blair (1890) 45 Ch D 139 (refd)

Rustem Magdeev v Dimitry Tsvetkov [2019] EWHC 1557 (Comm) (refd)

Said v Butt [1920] 3 KB 497 (refd)

Sandz Solutions (Singapore) Pte Ltd v Strategic Worldwide Assets Ltd [2014] 3 SLR 562 (refd)

Sembcorp Marine Ltd v PPL Holdings Pte Ltd [2013] 4 SLR 193 (folld)

Strategic Worldwide Assets Ltd v Sandz Solutions (Singapore) Pte Ltd [2013] 4 SLR 662 (refd)

Tan Cheng Bock v AG [2017] 2 SLR 850 (folld)

Tan Eng Hong v AG [2012] 4 SLR 476 (refd)

Tate & Lyle Food and Distribution Ltd v Greater London Council [1982] 1 WLR 149 (refd)

Vellama d/o Marie Muthu v AG [2013] 4 SLR 1 (refd)

Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd [2015] 5 SLR 1187 (folld)

Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd [2008] 3 SLR(R) 1029; [2008] 3 SLR 1029 (folld)

Legislation referred to

Charities Act (Cap 32, 1982 Ed)

Charities Act 1994 (Act 22 of 1994)

Charities Act (Cap 37, 2007 Rev Ed)ss 24, 24(1), 31, 31(1), 31(2), 31(8) (consd); ss 2(1), 24(4), 24(5), 31(3), 31(4), 32A

Charities (Sector Administrators) Regulations (Cap 37, Rg 6, 2008 Rev Ed) reg 2(1)

Legal Profession (Professional Conduct) Rules 2015 (S 706/2015) rr 9, 17(2)(e)(i)

Planning Act (Cap 232, 1998 Rev Ed)

Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 59 r 2(2), O 59 r 8(1)(a)

Societies Act (Cap 311, 2014 Rev Ed)

Charities Act 1960 (c 58) (UK) ss 18, 28

Charities Act 1993 (c 10) (UK) ss 16, 33, 33(4), 33(8)

Charities Act 2006 (c 50) (UK)

Charities Act 2011 (c 25) (UK) s 115

Charities — Charity proceedings — Authorisation of charity proceedings — Constituent club of charitable association pursuing declaratory relief against association for breaches of its constitution — Constituent club also pursuing claim in unlawful means conspiracy against council members of charitable association — Whether authorisation of Commissioner of Charities required to undertake charity proceedings — Whether authorisation of Commissioner of Charities had been obtained for claim in unlawful means conspiracy

Contract — Contractual terms — Rules of construction — Indemnity clause — Clause in agreement providing that constituent club of charitable association should indemnify association from claims, proceedings, costs, losses and expenses for losses caused by “its” activities — Whether association entitled to claim indemnity for expenses incurred out of its own unilateral action — Whether word “its” encompassed association

Courts and Jurisdiction — Court judgments — Declaratory — Constituent club of charitable association applying for declaratory relief concerning circular resolution allegedly passed in breach of association's constitution suspending its privileges — Whether application disclosed any real controversy

Legal Profession — Professional conduct — Counsel's conduct of litigation disproportionate — Counsel's duty to evaluate client's case — Proportionality in litigation

Tort — Conspiracy — Elements of unlawful means conspiracy — Actionable loss or damage — Investigation costs — Constituent club of charitable association bringing claim in tort of unlawful means conspiracy against council members of association for passing ultra vires circular resolution — Whether investigation costs amounted to actionable damage in tort of conspiracy — Whether investigation costs incurred by solicitors amounted to actionable damage in tort of conspiracy

Words and Phrases — “Any person interested in the charity” — Section 31(1) Charities Act (Cap 37, 2007 Rev Ed)

Words and Phrases — “Charity proceedings” — Section 31(8) Charities Act (Cap 37, 2007 Rev Ed)

Facts

The first appellant, the Singapore Shooting Association (“SSA”), is the national association for the sport of shooting and a registered charity under the Charities Act (Cap 37, 2007 Rev Ed) (“the Charities Act”). The second to fourth appellants (“the Individual Defendants”) were SSA Council members at the material time. The respondent, the Singapore Rifle Association (“SRA”), was one of the founder members and constituent clubs of SSA.

The dispute arose out of a resolution passed by the SSA Council purporting to suspend SRA's privileges at the National Shooting Centre (“the NSC”), which SSA had sub-leased from Sport Singapore (“Sport SG”) and operated for a period of time. SRA brought an action (“the present suit”) in the High Court for declarations that (among other things) the resolution was ultra vires and the SSA Council had no power to pass such a resolution by circular instead of at a meeting. SRA also pursued a claim in the tort of unlawful means conspiracy against the Individual Defendants for conspiring to cause it damage by procuring the passage of that resolution. On its part, SSA counterclaimed against SRA for the cost of demolishing a shooting range (“the Proprietary Range”) which it alleged had been built illegally by SRA at the NSC.

Under a “Proprietary Range Agreement” (“the Agreement”) entered into between SSA and SRA in November 2014, it was agreed that SRA could construct the Proprietary Range within a specified area of the NSC at its own expense for its exclusive use. Unknown to SRA, however, the appellants, in particular, the second appellant (“Mr Vaz”), who was SSA's president, had complained to the Building and Construction Authority (“BCA”) about the construction works in September 2015. BCA investigated the complaints and found that the Proprietary Range had been erected without the requisite regulatory approval. BCA thus sent Sport SG, as the lessee of the NSC, a demolition order on 6 November 2015, ordering the complete demolition of the Proprietary Range by 7 December 2015 (the “Demolition Order”). However, along with the Demolition Order, BCA also sent Sport SG a separate letter informing Sport SG how the Proprietary Range could be regularised if Sport SG wished to retain it. Sport SG forwarded those documents to SSA on 11 November 2015, and left it to SSA to decide whether to demolish or to retain the Proprietary Range.

The SSA Executive Committee, a smaller body within the SSA Council, resolved to demolish the Proprietary Range and conveyed that decision to SRA on 12 November 2015. SRA was not told of the option of regularising the Proprietary Range, and found out about that option only later, when it reached out to BCA as part of its efforts to resist the demolition of the Proprietary Range.

Vexed by SRA's actions in resisting the Demolition Order, Mr Vaz drafted a circular resolution (the “Circular Resolution”) that would have the effect of suspending SRA's privileges at the NSC. The resolution was circulated among the SSA Council on 16 December 2015, and a majority consisting of the Individual Defendants voted in favour of it, with the result that it was passed. In the meantime, SSA had engaged its own contractor to demolish the Proprietary Range. The demolition was completed by 22 January 2016.

On 6 February 2016, Sport SG terminated SSA's sub-lease of the NSC with immediate effect after the police seized from the NSC's armouries firearms which were found to have no proper records. Sport SG resumed control of the NSC, although it appointed SSA as its interim managing agent for the NSC subject to various conditions. On 6 May 2016, SRA commenced the present suit against the appellants.

The High Court judge (“the Judge”) allowed SRA's application for declaratory relief and held that the Circular Resolution was ultra vires for three reasons. First, the SSA Council had no power to suspend the privileges of a member of SSA. Second, SSA's constitution did not empower the SSA Council to make decisions by circular resolution. Third, the Circular Resolution was...

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4 cases
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