TWG Tea Co Pte Ltd v Murjani Manoj Mohan

• Jurisdiction: Singapore
• Judge: Audrey Lim JC
• Judgment Date: 03 May 2019
• Neutral Citation: [2019] SGHC 117
• Court: High Court (Singapore)
• Docket Number: Suit No 799 of 2017
• Published date: 09 May 2019
• Year: 2019
• Hearing Date: 28 November 2018,21 November 2018,01 March 2019,22 November 2018,16 November 2018,10 December 2018,15 November 2018,19 November 2018
• Plaintiff Counsel: Tony Yeo, Meryl Koh, Vanessa Ho, and Ashley Loh (Drew & Napier LLC)
• Defendant Counsel: Koh Swee Yen, Lin Chunlong, Jasmine Low and Jeremy Tan (WongPartnership LLP)
• Subject Matter: Trusts,Express trusts,Certainties,Certainty of object,Civil Procedure,No case to answer,Standard of proof,Tort,Defamation,Malicious falsehood,Damage
• Citation: [2019] SGHC 117

Audrey Lim JC: Introduction

The plaintiff, TWG Tea Company Pte Ltd (“TWG Tea”) commenced this action against the defendant, Mr Murjani Manoj Mohan (“Manoj”) in relation to a website with the domain name www.twgtea.com (“the Domain Name”). Manoj is TWG Tea’s former director, Chairman and Chief Executive Officer (“CEO”). The Domain Name was registered by Manoj in his name, but TWG Tea claimed that he holds it on trust for the company.

In turn, Manoj counterclaimed that he is the owner of the Domain Name and that TWG Tea is liable to compensate him for its use. Manoj also counterclaimed against Mr Taha Bou Qdib (“Taha”) and his wife Ms Maranda Barnes Bou Qdib (“Maranda”). Taha is TWG Tea’s CEO and President, while Maranda is the Director of Corporate Communications and Business Development. Manoj alleged that TWG Tea, Taha and Maranda (“the counterclaim defendants”) had published false statements concerning Manoj’s role as the founder of TWG Tea.

At the close of TWG Tea’s case, Manoj made a submission of no case to answer. I rejected Manoj’s submission. As a result of Manoj’s submission, no evidence was led on his behalf and I expunged his affidavit of evidence-in-chief (“AEIC”) from the record.

Background facts

TWG Tea was set up on 12 October 2007 when Sunbreeze Group Pte Ltd (“Sunbreeze”) was renamed TWG Tea Company Pte Ltd. I will refer to the formation of TWG Tea (via the renaming of Sunbreeze) as its “incorporation”. Sunbreeze was effectively owned by Manoj, who had a 99.999% shareholding. TWG Tea had its genesis as the Tea Division of The Wellness Group Pte Ltd (“Wellness”). Wellness was incorporated in 2003 with Manoj and his wife as its shareholders and directors. Manoj was also Wellness’ Chairman and CEO. In 2003, Wellness had two main businesses, which were its Tea and Spa Divisions.¹

On 20 March 2008, all of TWG Tea’s shares were transferred to Wellness and TWG Tea became its wholly-owned subsidiary. In June 2008, TWG Tea’s shares were given to Taha, Mr Rithyrith Aum-Stievenard (“Rith”) and Mr Philippe Gerard Langlois (“Philippe”). Taha gave portions of his shares to Maranda. In August 2008, a further allotment of shares was given to Wellness, Taha, Maranda, Rith, and Philippe. As of 13 August 2008, the respective holdings in TWG Tea were Wellness (79.56%), Taha (9.24%), Maranda (4.61%), Rith (4.61%), and Philippe (1.98%).

By 11 December 2012, OSIM International Ltd (“OSIM”) had acquired 34.99% of TWG Tea. Wellness held 54.71% and the remaining 10.29% was held by Paris Investment Pte Ltd whose shareholders were Taha, Rith, and Philippe. To date, Wellness, OSIM and Paris Investment Pte Ltd (which was purchased by OSIM in 2013) remain TWG Tea’s shareholders.

Disagreements subsequently arose between OSIM and Manoj. Although Manoj was a director of TWG Tea from 12 October 2007, and its Chairman and CEO from 1 November 2008, he stepped down as CEO from 15 September 2012, and as director and Chairman from 28 September 2012.

Taha initially commenced employment at Wellness as its Tea Division’s Managing Director from 20 June 2007. His employment was transferred to TWG Tea from 1 April 2008, and he became its President and a director. He stepped down as director on 3 October 2018. Taha is currently TWG Tea’s CEO and President. Maranda initially commenced employment as a director of Wellness’ Tea Division from 25 July 2007. Her employment was transferred to TWG Tea on 1 April 2008, and she was a director of TWG Tea from 18 August 2008 to 25 March 2009. Maranda is currently Director of Corporate Communications and Business Development of TWG Tea and has held that role since July 2009. Rith was first employed by Wellness in November 2007. His employment was transferred to TWG Tea from 1 April 2008 and he is currently its Chief Operations Officer. Rith is not a party in this suit but gave evidence for the counterclaim defendants.²

TWG Tea’s name was changed from “The Wellness Group” Tea to “The Wellbeing Group” Tea sometime between October to December 2014.

Plaintiff’s and counterclaim defendants’ case

I set out TWG Tea’s and the counterclaim defendants’ case as narrated by Taha, and refer to Maranda’s and Rith’s evidence where necessary.

Circumstances prior to the registration of the Domain Name

Taha was in the tea business and tea-related industry before joining Wellness. He met Manoj sometime in 2003 or 2004. In February 2007, Manoj offered Taha and Maranda employment in Wellness, with Taha as the CEO of the Tea Division and Maranda as a director of the same. As part of their remuneration, the letter of appointment stated that Taha and Maranda would receive a 15% shareholding of Wellness’ Tea Division.³ Taha and Maranda claimed that in essence, they were persuaded by this 15% shareholding to move to Singapore (which they did in June 2007) and build the luxury tea business from scratch. The 15% shareholding was meant to reflect their contributions as partners and co-founders of TWG Tea’s business. Prior to their arrival, Wellness had no such tea division to speak of.⁴

After joining Wellness, Taha, Maranda and Rith’s employment were transferred to TWG Tea. Taha states that Manoj, Maranda, Rith and he are all co-founders of TWG Tea. Each of the co-founders brought their own strengths to the business. Manoj provided business contacts to TWG Tea and investment through Wellness. However, he did not have the expertise and know-how to create a luxury tea brand and it was not until he met Taha and Maranda that they could collaborate to establish a luxury tea business.⁵

Circumstances pertaining to the registration of the Domain Name

On 3 August 2007, Taha conceptualised and proposed to Maranda and Manoj to brand and name the luxury tea business (at that time still existing as Wellness’ Tea Division) as “TWG Tea” (“the 3 August 2007 meeting”). Taha claimed that from the start, they “agreed…and it was understood that all associated rights and property, including but not limited to the name “TWG Tea” and the rights in any trade marks and/or domain name and/or goodwill associated with the name “TWG Tea” would be owned by TWG Tea.”⁶

Taha and Maranda claimed that during the 3 August 2007 meeting and while they were discussing the name of the brand (which was TWG Tea), Manoj went up to his office. When he returned, he informed them that he had registered the Domain Name.⁷ Specifically, Maranda claimed that it was important that there was an available domain name before they decided to register the name of the company.⁸ It is not disputed that on 3 August 2007, Manoj registered the domain name www.twgtea.com with the domain name host GANDI, with himself as its registrant and owner.

Manoj did not tell Taha (in 2007) that he had registered the Domain Name in his personal name. Taha only found this out in April 2008, when Manoj informed him that he had registered another domain name, www.tahatea.com in Manoj’s own name. Taha was surprised that Manoj was able to register a domain name in Taha’s namesake. In the course of his online searches, Taha discovered Manoj had registered the Domain Name under his name. When questioned, Manoj assured Taha that the Domain Name was at all times TWG Tea’s property, he was holding it for TWG Tea and he would transfer the Domain Name to TWG Tea on its demand. Taha did not doubt Manoj as they then had a good working relationship.⁹

Additionally, Manoj had on 10 July 2009 copied Maranda on an email stating that he had gone online and “renewed our domain www.twgtea.com for 3 years…”. On 9 April 2008, Manoj emailed Taha and Maranda, with the subject “tahatea.com” and stated that he had “registered for us as it was still open”.¹⁰ Taha did not take issue over this with Manoj, as Manoj had renewed other domain names (which were registered in his personal capacity) for TWG Tea. Manoj had also used TWG Tea’s corporate credit card to renew the Domain Name and other domain names in 2011. In fact, in the course of negotiations with Vision Straight General Trading LLC (“Vision Straight”) for it to acquire shares in TWG Tea, Manoj had signed a document dated 25 February 2010 declaring that the Domain Name would always remain the property of TWG Tea (“the Declaration Letter”).¹¹

TWG Tea claimed that Manoj holds the Domain Name on express trust for it. In a letter on 23 August 2016, TWG Tea’s solicitors demanded that Manoj transfer the Domain Name to TWG Tea. TWG claimed that as Manoj has failed to do so, he has acted in breach of trust and/or in breach of his duties as a trustee to return the trust property to TWG Tea. Alternatively, Manoj holds the Domain Name on constructive trust for TWG Tea. Further, Manoj was estopped from denying that the Domain Name at all material times belonged to TWG Tea.¹²

Manoj’s defence and counterclaims

Manoj claimed he was the owner of the Domain Name. When he registered the Domain Name, Wellness and TWG Tea were effectively his companies.¹³ Manoj pleaded that he gave TWG Tea shares to Taha, Maranda, Rith and Philippe (see [5] above) for nominal consideration, to give them a “sense of ownership” and to “motivate” them. As for the Declaration Letter, it was null and void as the proposed acquisition of shares by Vision Straight was never concluded. Further, from August 2007 to August 2017, Manoj paid for all the registration and renewal fees of the Domain Name.¹⁴

Moreover, TWG Tea’s action was time-barred by virtue of ss 6(7) and 22(2) of the Limitation Act (Cap 163, 1996 Rev Ed). Alternatively, it had failed to bring the action within a reasonable time, and had acquiesced in the matter complained of, such that Manoj had acted to his prejudice. As such, TWG Tea was estopped and/or barred by the doctrine of laches from bringing the present action.¹⁵

Manoj counterclaimed that TWG Tea had used the Domain Name for its business and had been unjustly enriched. He also alleged that the counterclaim...