Case Details
- Citation: [2019] SGHC 146
- Title: Grande Corp Pte Ltd v Cubix Group Pte Ltd and others
- Court: High Court of the Republic of Singapore
- Date of Decision: 07 June 2019
- Judge: Lee Seiu Kin J
- Proceeding: Suit No 331 of 2013 (Assessment of Damages No 23 of 2018)
- Nature of Proceedings: Assessment of damages following interlocutory and striking out rulings
- Plaintiff/Applicant: Grande Corp Pte Ltd
- Defendants/Respondents: Cubix Group Pte Ltd and others
- Key Defendants (as reflected in the extract): Toh Wee Ping Benjamin; Goh Bee Heong; Cubix and Kosmic Pte Ltd; AXXIS Group Pte Ltd; AXXIS International Pte Ltd; AXXIS Pte Ltd
- Legal Area: Damages — Assessment
- Statutes Referenced: Companies Act (Cap 50, 2006 Rev Ed)
- Other Statutory/Doctrinal Context: Fiduciary duties, duties of good faith and fidelity, non-competition obligations under a joint venture agreement, dishonest assistance, knowing receipt, conspiracy, and (in the pleaded case) s 340 of the Companies Act
- Counsel for Plaintiff: Dominic Chan Wai Kit and Daniel Ng Yi Ming (Characterist LLC)
- Counsel for Third and Fourth Defendants: Mark Goh and Ng Boon Gan (Vanilla Law LLC)
- Representation at AD Hearing: Only Ben and Bee were represented; Cubix Group and the AXXIS group companies did not attend; C&K was struck off from ACRA
- Judgment Length: 5 pages, 2,388 words
- Related Decisions: (i) Grande Corporation Pte Ltd v Cubix International Pte Ltd and others [2018] SGHC 13 (“striking out judgment”); (ii) appeal outcome noted: Civil Appeal No 138 of 2019 allowed in part by the Court of Appeal on 21 February 2020 in [2020] SGCA 48
- Cases Cited (as provided): [2018] SGHC 13; [2019] SGHC 146; [2020] SGCA 48
Summary
Grande Corp Pte Ltd v Cubix Group Pte Ltd and others [2019] SGHC 146 is a High Court decision concerned solely with the assessment of damages after earlier interlocutory and striking out rulings in the same dispute. The court (Lee Seiu Kin J) adopted the factual and procedural background set out in the earlier “striking out judgment” and focused on what remained: the quantum of damages payable to the plaintiff, Grande Corp, following findings that certain defendants had committed intentional, contumelious and inexcusable breaches of an “Unless Order” and that their defences should be struck out.
The central feature of the damages assessment was the effect of struck-out defences and interlocutory judgment on the parties’ ability to contest pleaded facts and pleaded heads of loss. The court held that, given the defendants’ defences were struck out, they must be taken to have admitted the matters pleaded in the statement of claim, including the pleaded sums forming the basis of the plaintiff’s loss. The court therefore rejected attempts to “fill gaps” in the plaintiff’s evidence at the assessment stage, and it treated the pleaded figures as not open to challenge at the assessment hearing.
What Were the Facts of This Case?
The underlying dispute arose from a joint venture (“JV”) arrangement involving the plaintiff, Grande Corp, and the defendants associated with Cubix and AXXIS. In the earlier striking out judgment, the court had described the parties’ relationship and the procedural history in detail. In the present damages assessment, Lee Seiu Kin J expressly declined to reproduce that background, but it is clear from the extract that the litigation concerned alleged misuse and diversion of funds and business opportunities intended for a particular venture vehicle, referred to as “C&K”.
Grande Corp’s pleaded case (as summarised in the extract) included allegations that Cubix Group owed fiduciary duties and duties of good faith and fidelity to the plaintiff. These duties were said to include obligations to use funds extended by the plaintiff for their intended purpose, to act in the best interests of the plaintiff, and not to defeat the intention and purpose of the JV. The plaintiff alleged that Cubix Group breached these duties by using and transferring funding, business, clientele, projects and staff intended for C&K to the AXXIS companies. The plaintiff also alleged breach of non-competition obligations under the JV agreement.
In addition, the plaintiff alleged that two individuals, Ben and Bee (Toh Wee Ping Benjamin and Goh Bee Heong), personally breached fiduciary duties owed as joint venture partners. The plaintiff’s case was that Ben and Bee diverted the funding, business, clientele, projects and staff intended for C&K towards the AXXIS companies. The plaintiff further pleaded that Ben and Bee were liable to account for profits derived from such breaches. The plaintiff also pleaded a statutory claim under s 340 of the Companies Act, alleging that Ben and Bee conducted the business of C&K with the intention to defraud the plaintiff as its “sole or main creditor”.
Beyond direct breach, the plaintiff pleaded alternative and additional causes of action. These included fraudulent or reckless misrepresentations made to induce the plaintiff to enter the JV agreement (including representations about matching funding and the use and repayability of contributions described as “loans”), dishonest assistance, knowing receipt by the AXXIS companies, and conspiracy. The plaintiff also sought to lift the corporate veil of the AXXIS companies and to make Ben and Bee jointly and severally liable for the claims. However, by the time of the damages assessment, interlocutory judgment had been entered against the relevant defendants, meaning liability was already established; only damages remained to be quantified.
What Were the Key Legal Issues?
The principal legal issue was procedural and evidential: what is the scope of contest at an assessment of damages hearing when defences have been struck out and interlocutory judgment has been entered? Put differently, could the defendants at the assessment stage argue that the plaintiff had not proved certain elements of its pleaded loss, or that some pleaded sums were not causally linked to the misrepresentations or breaches?
A second issue concerned the relationship between pleaded facts and proof at the assessment stage. The defendants’ counsel argued that the plaintiff could not rely on the striking out judgment to overcome “gaps” in its pleadings and evidence, and that the pleadings were insufficient to satisfy the plaintiff’s burden of proof for various heads of loss. This raised the question whether, after striking out, the court treats pleaded sums and pleaded heads of loss as admitted and therefore not requiring fresh evidential substantiation.
Finally, the court had to determine how to treat the plaintiff’s pleaded monetary figures. The extract shows that the plaintiff identified a “Loan Sum” (S$291,288.00 and US$458,000) and additional “Sums Received” (US$270,000 and/or US$600,000–US$700,000) allegedly received by the AXXIS companies and/or Ben and Bee. The legal issue was whether these figures could be challenged at the assessment hearing, including whether the plaintiff needed to show beneficial receipt by Ben and Bee and whether all transfers occurred after the misrepresentations were fully made.
How Did the Court Analyse the Issues?
Lee Seiu Kin J began by situating the assessment within the earlier procedural rulings. The striking out judgment had found that Ben and Bee committed intentional, contumelious and inexcusable breaches of an Unless Order, warranting striking out of their defence. The court had also struck out the defence on the basis that the defendants’ conduct gave no confidence they would defend honestly and fairly. Importantly, the striking out judgment had not struck out the defence of the AXXIS companies at that stage, but later applications resulted in interlocutory judgment against Cubix Group and the AXXIS companies as well, with damages to be assessed.
At the AD Hearing, only Ben and Bee were represented. Cubix Group and the AXXIS group companies did not attend. The plaintiff called a single witness and also relied on an expert witness. The defendants did not cross-examine the plaintiff’s witness for the purpose of establishing that the pleadings were not true, and counsel for Ben and Bee agreed that the facts pleaded in the statement of claim must be taken as proven. This concession framed the court’s approach: the assessment was not meant to reopen liability or to contest pleaded facts.
The court relied on established principles about the effect of struck-out pleadings. It accepted the parties’ commonly accepted position that, where defences are struck out and interlocutory judgment is entered, the defendants must be taken to have admitted all matters pleaded in the statement of claim. The court referred to authorities including Malcolmson v Mehta and Quality Assurance Management Asia Pte Ltd v Zhang Qing (as cited in the extract) to support the proposition that struck-out defences lead to admissions of pleaded matters. The court also explained the general procedural rule that pleadings are deemed admitted unless traversed, whether specifically or generally, and that a traverse can be made by denial or by a statement of non-admission in the defence or reply. Where the defence is entirely struck out, there is no effective traverse, and the pleaded facts stand admitted.
Applying this to the assessment stage, the court held that the defendants could not challenge the pleaded sums at the AD Hearing. The plaintiff had already pleaded the sums of money that were the subject of its claims. Because those pleaded sums were taken to be admitted, they could not be challenged at the assessment hearing. The court therefore rejected the defendants’ attempt to argue that the plaintiff needed to provide fresh evidence at the AD Hearing to prove that Ben and Bee beneficially received the loans or sums received, or to prove that not all loans were made after the pleaded misrepresentations were completely made. In the court’s view, these were precisely the kinds of matters that, once pleaded and admitted by operation of the striking out, were not open for contest at the quantum stage.
In addressing the defendants’ further submission that the plaintiff could not rely on the striking out judgment to overcome “gaps” in pleadings and evidence, the court made a clear distinction between (i) reopening liability or pleaded facts (which was impermissible) and (ii) the court’s task at the assessment stage (quantifying damages based on admitted pleaded losses). The court did not accept that the plaintiff’s evidential shortcomings could be used to defeat the pleaded heads of loss. Instead, it treated the pleaded figures—such as the “Loan Sum” and the “Sums Received”—as the starting point for quantification.
The extract also shows how the court mapped the pleaded sums to causes of action. For the “Loan Sum”, the plaintiff pleaded that Cubix Group, Ben and Bee were jointly and severally liable for breach of contract and/or breach of fiduciary duties in the sum of S$291,288.00 and US$458,000. The plaintiff also pleaded that the Loan Sum was transferred because of fraudulent misrepresentations made by Cubix Group and/or Ben and Bee. The defendants had argued that some of the Loan Sum was made after the misrepresentations were completely made, but the court indicated that this argument did not overcome the procedural admissions arising from striking out.
Although the remainder of the judgment is truncated in the provided extract, the reasoning visible in the portion shows a consistent approach: the court treated the striking out and interlocutory judgment as having already fixed the factual and legal basis for liability and for the pleaded quantum. The assessment hearing thus became a largely mechanical exercise of applying the admitted pleaded sums to the damages award, rather than a re-trial of causation or receipt.
What Was the Outcome?
The outcome of [2019] SGHC 146 was that the court proceeded with the assessment of damages on the basis that the defendants were taken to have admitted the pleaded facts and pleaded heads of loss. Accordingly, the court did not accept the defendants’ arguments that the plaintiff’s lack of fresh evidence at the assessment stage created “gaps” fatal to the quantum claims. The court’s approach meant that the pleaded monetary figures—particularly the “Loan Sum” and the “Sums Received”—could not be challenged at the AD Hearing.
Practically, the decision reinforced that once defences are struck out and interlocutory judgment is entered, the assessment stage is not an opportunity to relitigate matters that were already pleaded and deemed admitted. The court’s orders would therefore reflect damages consistent with the admitted pleaded sums, subject to any remaining issues that the court considered necessary to resolve within the assessment framework.
Why Does This Case Matter?
Grande Corp v Cubix is significant for practitioners because it clarifies the procedural consequences of striking out defences and entering interlocutory judgment, particularly in the context of damages assessment. The decision underscores that an assessment of damages is not a second chance to contest pleaded facts or to cure evidential deficiencies that would have been addressed at the liability stage. Where defences are struck out, the court will treat pleaded matters as admitted, including pleaded heads of loss and pleaded monetary sums.
For litigators, the case is a reminder that strategic decisions at the pleadings stage and compliance with procedural orders have downstream effects. If a defence is struck out, the defendant may lose the ability to challenge causation, receipt, or the timing of transactions at the assessment stage, even if those issues might otherwise have been contested with evidence. This is especially relevant in complex commercial disputes involving fiduciary duties, misrepresentation, and tracing/accounting-type remedies, where damages often depend on detailed factual proof.
From a research perspective, the case also sits within a broader appellate context: the LawNet editorial note indicates that the appeal in Civil Appeal No 138 of 2019 was allowed in part by the Court of Appeal on 21 February 2020 in [2020] SGCA 48. Accordingly, while [2019] SGHC 146 provides strong guidance on the effect of struck-out pleadings at the assessment stage, practitioners should also consult the Court of Appeal’s treatment in [2020] SGCA 48 to understand any modifications to the damages approach or other aspects of the High Court’s reasoning.
Legislation Referenced
- Companies Act (Cap 50, 2006 Rev Ed), including s 340 (as pleaded in the statement of claim)
Cases Cited
- Malcolmson v Mehta [2001] 3 SLR(R) 379
- Quality Assurance Management Asia Pte Ltd v Zhang Qing and others [2013] 3 SLR 631
- Grande Corporation Pte Ltd v Cubix International Pte Ltd and others [2018] SGHC 13
- Grande Corp Pte Ltd v Cubix Group Pte Ltd and others [2019] SGHC 146
- Grande Corp Pte Ltd v Cubix Group Pte Ltd and others [2020] SGCA 48
Source Documents
This article analyses [2019] SGHC 146 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.