Von Roll Asia Pte Ltd v Goh Boon Gay and others
Judge | Chan Seng Onn J |
Judgment Date | 11 April 2017 |
Neutral Citation | [2017] SGHC 82 |
Citation | [2017] SGHC 82 |
Defendant Counsel | Gopalan Raman (KhattarWong LLP) |
Published date | 04 August 2018 |
Hearing Date | 22 December 2016,04 October 2016,07 October 2016,05 October 2016,06 October 2016 |
Plaintiff Counsel | Godwin Gilbert Campos and Chan Qing Rui, Bryan (Godwin Campos LLC) |
Docket Number | Suit No 58 of 2012 |
Court | High Court (Singapore) |
Date | 11 April 2017 |
Subject Matter | Account,Remedies,Duties,Unlawful Means,Equity,Tort,Conspiracy,Companies,Directors,Dishonest Assistance |
The present action concerns an errant individual who had acted in concert with other third parties to defraud a company for which he acted as a director.
The plaintiff, Von Roll Asia Pte Ltd, is a company incorporated in Singapore (“the Plaintiff”). The first defendant, Anson Goh Boon Gay (“the 1
There are four other defendants:
Presently before me, only the claims against the 1
I start by outlining the undisputed facts. The Plaintiff is in the business of providing products, services and systems for power generation, insulation, transmission and distribution. The Plaintiff employs agents and distributors to source for and secure new customers in markets that the Plaintiff has yet to establish a presence in. In 2005, the Plaintiff engaged Faxolif Industries Pte Ltd (“Faxolif”) as one of its main distributors through a written agreement for Faxolif’s services.
Until the 1
Just three months after his employment, the 1
Between 30 September 2009 and 8 May 2011, there were numerous instances of diversions of both current and prospective clients of the Plaintiff to the SSI group.6 In addition, even though the Plaintiff had its own customer service and sales teams, the 1
In the present proceedings, the Plaintiff claims that:
The Plaintiff also initially claimed in its Statement of Claim that the conspirators breached the obligation of confidence by exploiting the confidential information gained by the 1
In response to the Conspiracy Claim, the Defendants assert that there was no agreement to unlawfully injure the Plaintiff and that the 1
In relation to the Breach of Directors’ Duties Claim, the 1
The main factual question that I have to determine in relation to the Conspiracy Claim is whether there was an agreement to unlawfully conspire amongst the conspirators to cause loss to the Plaintiff. If there was such an agreement, I then have to determine what actions were taken by the Defendants together with the other conspirators (
The following issues arise for determination in relation to the Breach of Directors’ Duties Claim:
I commence the analysis by briefly setting out the law on conspiracy by unlawful means before discussing whether the Conspiracy Claim is made out on the facts.
The law The law on the tort of conspiracy by unlawful means is clear. The leading authority is the Court of Appeal decision in
At [101], the Court of Appeal in
Broadly speaking, the parties are largely in agreement on the law relating to conspiracy, save on three issues. In respect of these three issues, it is beyond doubt that the Plaintiff’s position is more consistent with the current legal position.
First, the Defendants argue that there is a higher standard of proof, above that of a balance of probabilities in an action for conspiracy.9 This is plainly erroneous. Even though the nature of the allegations involved means that “the amount of proof required is higher than that required in a normal civil action”, the standard of proof is still the civil standard based on the balance of probabilities:
Second, the Defendants argue that the Plaintiff has to show a “predominant purpose” on the part of the conspirators to injure the Plaintiff.10 This argument clearly misunderstands the true nature of the Plaintiff’s claim, which is based on the tort of conspiracy by
The tort of conspiracy comprises two types: conspiracy by unlawful means and conspiracy by lawful means. A conspiracy by unlawful means is constituted when two or more persons combine to commit an unlawful act with the intention of injuring or damaging the plaintiff, and the act is carried out and the intention achieved. In a conspiracy by lawful means, there need not be an unlawful act committed by the conspirators. But there is the additional requirement of proving a “predominant purpose” by all the conspirators to cause injury or damage to the plaintiff, and the act...
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