Case Details
- Citation: [2019] SGHC 146
- Case 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 / Case Number: Suit No 331 of 2013 (Assessment of Damages No 23 of 2018)
- Decision Type: Assessment of damages following interlocutory and striking out rulings
- Legal Area: Damages — Assessment
- Plaintiff/Applicant: Grande Corp Pte Ltd
- Defendants/Respondents: Cubix Group Pte Ltd and others
- Parties (as identified in the judgment extract): Grande Corporation Pte Ltd; Cubix Group Pte Ltd; Toh Wee Ping Benjamin; Goh Bee Heong; Cubix and Kosmic Pte Ltd (C&K); AXXIS Group Pte Ltd; AXXIS International Pte Ltd; AXXIS Pte Ltd
- Representations: Dominic Chan Wai Kit and Daniel Ng Yi Ming (Characterist LLC) for the plaintiff; Mark Goh and Ng Boon Gan (Vanilla Law LLC) for the third and fourth defendants; the second, sixth, seventh and eight defendants absent and unrepresented; only Ben and Bee represented at the assessment hearing
- Earlier Related Decisions: Grande Corporation Pte Ltd v Cubix International Pte Ltd and others [2018] SGHC 13 (“the striking out judgment”)
- Appeal Note: The appeal in Civil Appeal No 138 of 2019 was allowed in part by the Court of Appeal on 21 February 2020: [2020] SGCA 48
- Judgment Length: 5 pages, 2,388 words
- Statutes Referenced: Companies Act (Cap 50, 2006 Rev Ed)
- Cases Cited (as provided): [2018] SGHC 13; [2019] SGHC 146; [2020] SGCA 48; Malcolmson v Mehta [2001] 3 SLR(R) 379; Quality Assurance Management Asia Pte Ltd v Zhang Qing and others [2013] 3 SLR 631
Summary
This High Court decision concerns the assessment of damages after the court had previously struck out the defences of certain defendants and granted interlocutory judgment against them. The plaintiff, Grande Corp Pte Ltd, had sued Cubix Group Pte Ltd and related individuals and companies arising out of a joint venture arrangement. In the earlier “striking out judgment”, the court found that two individual defendants, Ben and Bee, had committed intentional, contumelious and inexcusable breaches of an “Unless Order”, warranting striking out of their defence. The court also relied on the defendants’ conduct to conclude there was no confidence they would defend honestly and fairly. However, the court did not strike out the AXXIS companies’ defence at that stage.
In the assessment hearing, the only remaining live issue was quantum. The court held that, because the defendants’ defences had been struck out and interlocutory judgment entered, the defendants were taken to have admitted the matters pleaded in the statement of claim, including pleaded facts relevant to heads of loss and the pleaded sums. The court rejected attempts by the represented defendants to use the assessment hearing to “fill gaps” in the plaintiff’s pleadings or to challenge the pleaded figures. The court therefore proceeded on the basis of the pleaded “Loan Sum” and the pleaded “Sums Received”, and assessed damages accordingly, subject to the legal framework governing the relevant causes of action.
What Were the Facts of This Case?
The dispute arose from a joint venture (“JV”) relationship involving the plaintiff and the Cubix group and individuals Ben and Bee. The plaintiff alleged that it contributed funds to a company, C&K, for the intended operations of the JV. The plaintiff’s case was that Cubix Group owed fiduciary duties and duties of good faith and fidelity, including obligations to use the plaintiff’s funds for their intended purpose and to act in the best interests of the plaintiff. The plaintiff further alleged that Cubix Group breached non-competition obligations under the JV agreement and diverted JV-related funding, business opportunities, clientele, projects and staff to other entities, particularly the AXXIS companies.
In addition to corporate liability, the plaintiff pleaded that Ben and Bee, as joint venture partners, owed fiduciary duties and duties of good faith and fidelity to the plaintiff. The plaintiff alleged that Ben and Bee personally breached those duties by diverting the funds and associated business resources intended for C&K towards the AXXIS companies. The plaintiff also pleaded statutory liability 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”. The plaintiff further pleaded dishonest assistance and conspiracy, and sought relief against the AXXIS companies on the basis of knowing receipt and, alternatively, by lifting the corporate veil.
Procedurally, the litigation progressed through a striking out stage. In the earlier judgment, Lee Seiu Kin J held that Ben and Bee had committed intentional, contumelious and inexcusable breaches of an Unless Order, warranting striking out of their defence. The court also struck out their defence on the basis that their conduct demonstrated a lack of confidence that they would defend honestly and fairly. Importantly for the later assessment, the court declined to strike out the AXXIS companies’ defence in that earlier stage, but interlocutory judgment was granted against Ben and Bee with damages to be assessed.
After the striking out judgment, the plaintiff applied again to strike out the defences of Cubix Group and the AXXIS companies. That application was allowed by a senior assistant registrar on 16 May 2018. Subsequently, on 24 July 2018, the court granted interlocutory judgment in favour of the plaintiff against Cubix Group and the AXXIS companies, again with damages to be assessed. By the time of the assessment hearing in March 2019, liability had been established by interlocutory judgment, leaving only the assessment of damages.
What Were the Key Legal Issues?
The central legal issue was how the court should approach quantum at an assessment of damages stage where defences had been struck out and interlocutory judgment had been entered. Specifically, the court had to decide whether the defendants could contest pleaded facts and pleaded heads of loss at the assessment hearing, or whether the striking out and interlocutory judgment operated as an admission of the matters pleaded in the statement of claim.
A related issue concerned the scope of what the plaintiff was required to prove at the assessment hearing. The defendants argued that the plaintiff had not provided evidence that Ben and Bee beneficially received the “loans and/or sums received”, and that not all loans and sums were made after the pleaded misrepresentations were fully made. They also argued that the plaintiff had not provided evidence of other heads of loss. The court therefore had to determine whether the plaintiff’s pleaded figures and pleaded causal links could be treated as proven, and whether the assessment hearing required fresh evidential proof to “bridge gaps” in pleadings.
Finally, the court had to ensure that the damages assessment aligned with the pleaded causes of action. The plaintiff’s pleaded sums were tied to multiple legal bases, including breach of contract/fiduciary duties, fraudulent misrepresentation, and accounting for profits or unjust enrichment. The court had to determine how those pleaded sums translated into the damages to be awarded, given the procedural posture and the legal principles governing damages and equitable accountings.
How Did the Court Analyse the Issues?
Lee Seiu Kin J began by emphasising that the present judgment concerned only the assessment of damages following the earlier striking out judgment. The court adopted the same terms used in the earlier decision and did not repeat the extensive background and procedural history. The key analytical move was to treat the assessment hearing as a quantum exercise constrained by the effect of striking out and interlocutory judgment.
At the assessment hearing, the plaintiff relied on authority for the proposition that where defences are struck out and interlocutory judgment is entered, the defendants are taken to have admitted the matters pleaded in the statement of claim. The plaintiff cited Malcolmson v Mehta and Quality Assurance Management Asia Pte Ltd v Zhang Qing and others. The defendants, through counsel for Ben and Bee, accepted the commonly accepted position that the pleaded facts in the statement of claim must be taken as proven, and that they would not cross-examine the plaintiff’s witness to establish that the pleadings were not true. The court agreed with this position.
The judge then clarified the legal mechanics. Generally, pleadings are deemed admitted unless traversed, whether specifically or generally. A traverse may be made by denial or by a statement of non-admission in the defence or reply. However, where the defence is entirely struck out, there is no effective traverse. The consequence is that the defendants must be taken to have admitted all matters pleaded in the plaintiff’s statement of claim, including pleadings of fact relevant to heads of loss. This meant that the defendants could not use the assessment hearing to challenge the pleaded figures or to argue that the plaintiff had not adduced fresh evidence to prove those pleaded facts.
During closing submissions, counsel for Ben and Bee attempted to argue 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. The court rejected this. The judge reasoned that the plaintiff had already pleaded the sums of money that were the subject of its claims. Since those pleaded sums were taken to be admitted, they could not be challenged at the assessment hearing. The court therefore treated the pleaded “Loan Sum” and the pleaded “Sums Received” as the starting point for quantification.
To operationalise this, the court examined the statement of claim. The plaintiff pleaded that, pursuant to or in anticipation of entering into the JV agreement, it transferred specific sums of money to C&K between April 2007 and January 2008. These transfers were pleaded as contributions to operations and/or as loans for operating expenses, repayable on demand. The total pleaded “Loan Sum” was S$291,288.00 and US$458,000. The court also addressed the plaintiff’s alternative pleading that, as a result of the wrongful matters, Ben and Bee were liable to account for profits and/or other benefits derived from the wrongful use of the loans and/or the transfer of business, clientele and management staff. The plaintiff pleaded that such profits and benefits included sums received by the AXXIS companies, evidenced by emails dated 8 May 2010 and 7 May 2010, with the pleaded “Sums Received” being US$270,000 and/or US$600,000–US$700,000.
Crucially, the judge linked the pleaded sums to the causes of action. For the “Loan Sum”, the statement of claim pleaded that Cubix Group, Ben and Bee committed breach of contract and/or breach of fiduciary duties through wrongful use of the loan sum and wrongful transfer of the loan sum to the AXXIS companies. The plaintiff therefore pleaded joint and several liability for the “Loan Sum”. For the “Sums Received”, the statement of claim pleaded liability to account for profits or unjust enrichment at the defendants’ expense. The defendants’ arguments that not all loans were made after the misrepresentations were fully made, and that there was no evidence of beneficial receipt, were treated as impermissible attempts to reopen matters that were already pleaded and taken as admitted due to the striking out and interlocutory judgment.
Although the extract provided truncates the remainder of the judgment, the reasoning visible in the decision demonstrates the court’s approach: the assessment hearing did not become a second trial on liability or on the truth of pleaded facts. Instead, it became a constrained exercise in quantification based on admitted pleadings, with the court ensuring that the pleaded sums were properly mapped to the legal bases for damages and/or equitable accountings.
What Was the Outcome?
The court proceeded on the basis that the defendants were taken to have admitted the matters pleaded in the statement of claim, including the pleaded sums and the factual basis for those sums. As liability had already been established by interlocutory judgment, the assessment of damages focused on the quantum tied to the pleaded “Loan Sum” (S$291,288.00 and US$458,000) and the pleaded “Sums Received” (US$270,000 and/or US$600,000–US$700,000), without allowing the defendants to challenge those pleaded figures at the assessment hearing.
In practical terms, the decision reinforced that, once defences are struck out and interlocutory judgment is entered, the assessment of damages is not an opportunity to cure evidential or pleading deficiencies. The court’s orders would therefore reflect the pleaded heads of loss and the admitted factual matrix, subject to any legal adjustments required by the governing principles for damages and accountings.
Why Does This Case Matter?
Grande Corp Pte Ltd v Cubix Group Pte Ltd is significant for practitioners because it illustrates the procedural consequences of striking out and interlocutory judgment at the assessment stage. The decision underscores that the effect of striking out is not merely to remove a defence; it also operates to deem the pleaded facts admitted. This has direct implications for how defendants should approach pleadings and evidence once an Unless Order is breached and defences are struck out.
For plaintiffs, the case provides comfort that where the statement of claim has pleaded specific sums and relevant factual matters, those matters may be treated as proven at the assessment hearing. Plaintiffs should still plead carefully, because the court will treat pleaded figures as admitted and will not require fresh evidence to prove them if the defendants cannot traverse. For defendants, the case is a warning that attempts to “re-litigate” at the assessment stage may be rejected as inconsistent with the procedural effect of striking out.
More broadly, the decision contributes to Singapore’s jurisprudence on assessments of damages after interlocutory judgment. It aligns with the approach in cases such as Malcolmson v Mehta and Quality Assurance Management Asia Pte Ltd v Zhang Qing, and it demonstrates how courts manage the boundary between liability and quantum. Even though the appeal was later allowed in part by the Court of Appeal in [2020] SGCA 48, the High Court’s reasoning on the effect of struck-out defences remains a useful reference point for litigation strategy and for structuring submissions at assessment hearings.
Legislation Referenced
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.