De Souza Tay & Goh (suing as a firm) v Singapore Press Holdings Ltd and another action

• Jurisdiction: Singapore
• Judge: Lee Seiu Kin JC
• Judgment Date: 16 June 2001
• Neutral Citation: [2001] SGHC 134
• Docket Number: Suits Nos 858 and 859 of 2000
• Date: 16 June 2001
• Year: 2001
• Published date: 07 November 2003
• Plaintiff Counsel: Engelin Teh SC and Thomas Sim (Engelin Teh & Partners)
• Citation: [2001] SGHC 134
• Defendant Counsel: Philip Fong and Melanie Ho (Harry Elias Partnership)
• Court: High Court (Singapore)
• Subject Matter: Whether words and graphics of article defamatory in their innuendos,Innuendos meaning,Natural and ordinary meaning,Tort,Whether words and graphics of article defamatory in their natural and ordinary meaning,Libel,Applicable principles,Defamation

: The plaintiffs are a partnership carrying on business as a law firm. The partners in the plaintiffs are David De Souza, Cedric Tay Yat Hock and Goh Kok Yeow. The defendants in Suit 858/2000 are the owners of The Straits Times (`TST`), the principal daily English newspaper in Singapore. The defendant in Suit 859/2000 is a journalist with TST.

In these actions, the plaintiffs claim damages from both defendants for libel in respect of the publication of an article (`the Article`) which appeared in the 27 September 2000 edition of TST. The plaintiffs assert that the words, together with the photographs and graphical representations (collectively called `the graphic`) of the Article are, in their natural and ordinary meaning, defamatory of the plaintiffs. The plaintiffs also assert that the said material, when read in the light of an earlier article published in the 26 September 2000 edition of TST (`the 26 September article`), is also defamatory of the plaintiffs in their innuendo meaning.

On 4 December 2000, the plaintiffs filed separate applications in these actions under O 14 r 12 for the determination of:

(1) the natural and ordinary meaning; and

(2) the innuendo meaning,

of the words and the graphic of the Article.

The plaintiffs have pleaded in their statement of claim that the words and the graphic, in their natural and ordinary meaning and/or in their innuendo meaning, meant that:

(1) the plaintiffs are participants and/or are directly or indirectly involved in the suspected illegal and/or fraudulent activity of Lernout & Hauspie and/or its co-founders and/or its licensees which activity is being investigated into by the United States Securities and Exchange Commission; and

(2) the plaintiffs` conduct when contacted by the defendants prior to the publication of the words, the graphic illustration and the captioned photograph was evasive, thus lending further weight and credence to the above allegation.

The senior assistant registrar who heard the applications below disagreed with this and held that the 27 September article was not defamatory of the plaintiffs. Consequently, he ordered the plaintiffs` statement of claim in both actions to be struck out on the ground that there was no reasonable cause of action against the defendants in both actions and accordingly dismissed those actions.

Before me, the plaintiffs appealed against the whole of that decision.

The 27 September article

The subject matter of these actions was published in the `Money` section of the 27 September 2000 edition of TST, at p 88. The Article can be divided into two parts: (1) the words; and (2) the graphic. Together they cover 32%, or almost a third, of the entire page. The graphic appears at the top of the Article. It comprises a flow chart indicating transactions between a number of companies with accompanying words and a photograph that appears to be the name plate of the plaintiffs` office. The words of the Article comprise a headline in large bold print, a sub-headline in medium bold print and the text of the Article.

The principal subject of the Article is a Belgian company known as Lernout & Hauspie (`L&H`). The following self-explanatory description is found on its internet home page:

Lernout & Hauspie is the world`s leading provider of speech and language technology products, solutions, and services to businesses and individuals worldwide. It is our mission to break down language barriers through advanced translation technology and to enable people to interact by voice-in any language-with the machines that empower them. Through such enhanced communication, we believe people will lead richer, more fulfilling lives.

The graphic itself has a headline and it proclaims `Belgian-Singapore Connection`. This is followed by a flowchart which indicates a circular flow of transactions between various entities inside four boxes. Beginning with the principal subject, the first box states as follows:

Lernout & Hauspie (L&H)

Belgian maker of Speech recognition software.

Listed on Nasdaq. Asia-Pacific HQ in Singapore

An arrow emanates from this box towards the second box which states as follows:

L&H co-founders Messrs Lernout & Hauspie

are among the investors who started FLV Fund.

A second arrow emanates from this box to the third box which says:

FLV Fund

Listed in Brussels

A third arrow emanates from this box to the fourth box which states:

15 Singapore registered companies

Accompanying this third arrow are the following words:

Paid millions last year for stakes in some companies. Sold the stakes months later to a South Korean company.

These words would be understood to mean that FLV Fund had, in the previous year, paid the `millions` for stakes in the 15 Singapore-registered companies which it subsequently sold to a South Korean company.

From the fourth box, a fourth arrow emanates towards the first box with the following words next to it:

Pays US$57 million, boosting L&H`s Singapore revenue from US$29,000 in 1998 to US$80.3 m last year.

These words would be understood as asserting that the 15 companies had paid out US$57m in total to L&H, causing its revenue to rise from US$29,000 to US$80.3m the previous year.

There is a fifth arrow emanating from the first box towards the fourth box and this is accompanied by the words: `Sells software rights`. This would be understood to mean that the software rights were sold by L&H to those 15 companies in consideration for the US$57m.

At the bottom of the fourth box relating to the 15 companies are the following words: `Common address in law firm De Souza Tay & Goh in Shenton Way`. Underneath those words is the photograph of what appears to be the name plate of the plaintiffs` office.

Finally, at the bottom left corner of the graphic are the following words in bold print:

FLV FUND`S INVOLVEMENT IN THE SINGAPORE COMPANIES RAISES THE POSSIBILITY THAT L&H`S FAST SALES GROWTH MAY NOT BE ALL THAT IT APPEARS - Asian Wall Street Journal

This would be understood to be a quote from the Asian Wall Street Journal.

Below the graphic is the headline of the Article which states, in large bold print: `L&H licensees: Two sat on 678 boards`.

And below that is a sub-headline in smaller bold print which states:

They were directors for just a couple of weeks in many instances; the figures are high but legal, says lawyer

Below all that, the text of the Article appears. I reproduce it in full below (with paragraph numbers added for ease of reference):

1 Two of the shareholders of Lernout & Hauspie`s (L&H`s) licensees here have been directors of a total of some 670 companies in the past few years, according to official records.

2 The pair are Messrs Soh Leng Woon and Lee Li Ching, according to a check with the Registry of Companies and Businesses yesterday.

3 Going by their identification numbers, both are in their mid-30s.

4 They are listed as shareholders of at least three L&H licensees in Singapore: I-Mail, I-News and I-Office.

5 These companies are among the 15 sharing a single address in Shenton Way, which L&H said paid it US$57 million (S$100 million) last year for rights to L&H`s speech-recognition software.

6 They and another four also relatively unknown companies helped propel L&H`s revenue from Singapore to US$80.3 million last year from a mere US$29,000 the year before, making the Republic the Nasdaq-listed company`s biggest customer.

7 L&H said it had experienced a jump in revenue from Asia. But a cloud has been cast over this with the launch of a probe into the recent surge in its Asia sales by the US` Securities and Exchange Commission.

8 The Asian Wall Street Journal (AWSJ) had reported the investigation which has since been confirmed.

9 It had also said that some of these Singapore companies had in fact received millions in investments from a venture-capital fund set up by the two L&H co-founders.

10 In Singapore, L&H Asia-Pacific president Louis Woo, when asked about what the 19 companies registered here did or who owned or managed them, told The Straits Times: "I`m not familiar with the shareholders of these companies."

11 Official records show that Messrs Soh Leng Woon and Lee Li Ching have been directors briefly - a couple of weeks in many instances - of over 500 and 178 companies respectively.

12 A lawyer said these are high figures but legal.

13 "So long as the law allows, why can`t a citizen lend his name for a fee? But he is liable should anything go wrong in the company," he said.

14 It is not uncommon for people to be appointed directors to form companies and then replaced when long-term shareholders are found.

15 Many of the 678 firms are not listed in the telephone directory, and some could be shell companies.

16 Details on the 15 Singapore licensees of L&H`s software are hard to come by. What is known is that they have a common registered address in a law firm at UIC Building in Shenton Way.

17 Ms Tan Lee Chin who works in the law firm, is listed as their secretary and director but she declined to comment when contacted by The Straits Times.

18 Attempts to reach the partners of the law firm, De Souza Tay & Goh, were unsuccessful.

19 Other lawyers said it was common for companies to use law firms or accountancy firms as their registered addresses.

20 Explained one: "It`s a matter of convenience. They may not be active here and they appoint the law firm`s lawyers as company secretaries and sleeping directors. The address is for the purpose of official correspondence and public notices."

21 L&H has declined to say where the 15 licensee companies operate.

22 An AWSJ report quoted a L&H spokesman in Belgium saying they have operations "in Belgium and other parts of the world".

23 But he could not provide exact addresses for the operations of any of the companies, said the journal.

24 He also said that the...