Case Details
- Citation: [2019] SGHC 146
- Court: High Court of the Republic of Singapore
- Date: 2019-06-07
- Judges: Lee Seiu Kin J
- Case Title: GRANDE CORPORATION PTE. LTD. & Anor v CUBIX INTERNATIONAL PTE. LTD. & 11 Ors
- Suit No: 331 of 2013
- Assessment of Damages No: 23 of 2018
- Hearing Dates: 19, 20 March; 23 May 2019
- Judgment Reserved: Judgment reserved
- Plaintiff/Applicant: GRANDE CORPORATION PTE. LTD. & Anor
- Defendant/Respondent: CUBIX INTERNATIONAL PTE. LTD. & 11 Ors
- Parties (as reflected in the judgment extract): (1) Cubix Group Pte Ltd; (2) Toh Wee Ping Benjamin; (3) Goh Bee Heong; (4)-(7) Cubix and Kosmic Pte Ltd; AXXIS Group Pte Ltd; AXXIS International Pte Ltd; AXXIS Pte Ltd
- Legal Areas: Damages (assessment); company law; fiduciary duties; fraud; dishonest assistance; unjust enrichment; corporate veil
- Statutes Referenced: Companies Act
- Cases Cited: [2018] SGHC 13; [2019] SGHC 146
- Judgment Length: 12 pages, 2,609 words
Summary
This High Court decision concerns the assessment of damages only, following an earlier interlocutory “striking out” judgment in the same dispute. The court had previously found that certain defendants—Ben and Bee—committed intentional, contumelious and inexcusable breaches of an Unless Order, warranting the striking out of their defence. The court also entered interlocutory judgment against Ben and Bee, and later against Cubix Group and the AXXIS companies, leaving only the quantification of damages for trial.
At the damages assessment hearing, the central procedural issue was the effect of struck-out defences and interlocutory judgment on the pleaded facts and heads of loss. The court held that, because the defendants’ defences were struck out, they must be taken to have admitted all matters pleaded in the statement of claim, including pleaded figures for the sums transferred and the heads of loss. The court rejected an attempt by Ben and Bee to reopen “gaps” in the plaintiff’s evidence or to argue that the plaintiff needed fresh proof of matters already pleaded and deemed admitted.
Substantively, the court also addressed arguments about causation and scope of liability—particularly whether all “loans” and sums were made after the pleaded misrepresentations and whether the plaintiff had to prove beneficial receipt by the defendants. The court’s approach reflects a pragmatic application of pleading principles in a damages assessment context, while still requiring the plaintiff’s pleaded case to be properly connected to the admitted breaches and losses.
What Were the Facts of This Case?
The underlying dispute arose from a joint venture arrangement involving the plaintiff (Grande Corporation Pte Ltd and an associated party) and the defendants (Cubix Group and related individuals and companies). The plaintiff alleged that it extended funding to a company referred to as C&K, intended for the operations and business of that entity. The plaintiff’s case was that the funding was provided either as contributions for C&K’s business and expenses or as loans repayable on demand, and that the defendants had fiduciary and contractual obligations to use the funds for their intended purpose.
In the earlier striking out judgment, the court described extensive procedural history and the nature of the parties’ relationship. For present purposes, the key factual allegations pleaded by the plaintiff were that Cubix Group owed fiduciary duties and duties of good faith and fidelity, including obligations to act in the best interests of the plaintiff and not to defeat the intention and purpose of the joint venture. 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 non-competition breaches under the joint venture agreement.
As against the individuals Ben and Bee, the plaintiff pleaded personal breaches of fiduciary duties as joint venture partners, including diversion of funding and business opportunities intended for C&K to the AXXIS companies. The plaintiff further pleaded statutory and equitable wrongs: it claimed Ben and Bee breached s 340 of the Companies Act by conducting C&K’s business with the intention to defraud the plaintiff as its “sole or main creditor”. The plaintiff also pleaded dishonest assistance and conspiracy, and it alleged that the AXXIS companies were in knowing receipt of profits or benefits derived from the wrongful use of C&K’s funding and the transfer of its business and staff.
After interlocutory judgment was entered against the relevant defendants, the only remaining step was the assessment of damages. The damages assessment hearing proceeded on the basis that Ben and Bee were represented, while Cubix Group and the AXXIS companies did not attend. A further practical development was that C&K had been struck off from the ACRA register, which affected the procedural landscape but did not prevent the court from assessing damages against those already found liable on the pleaded case.
What Were the Key Legal Issues?
The first key issue was procedural and evidential: what is the effect of struck-out defences and interlocutory judgment on the plaintiff’s burden at the assessment of damages? Counsel for Ben and Bee argued that the plaintiff still had to prove various elements of its claims, including beneficial receipt of loans and sums by the defendants, and that not all sums were necessarily connected to the pleaded misrepresentations. The court had to decide whether the defendants could use the damages assessment to reopen matters that were already pleaded and deemed admitted due to the striking out of their defences.
The second issue concerned the scope and causation of the pleaded losses. Ben and Bee submitted that the plaintiff had not shown that the defendants beneficially received the “loans” and/or sums received, and that not all loans and sums were made after the misrepresentations were fully made. In other words, the defendants sought to limit liability by challenging the temporal and causal relationship between the misrepresentations and the transfers.
A third issue, closely related, was whether the plaintiff’s pleaded figures for the “Loan Sum” and the “Sums Received” could be relied upon without further evidential proof at the assessment hearing. The court had to determine whether the assessment was confined to quantifying damages based on admitted pleadings, or whether it required fresh proof of each head of loss and each factual element underpinning quantum.
How Did the Court Analyse the Issues?
The court began by situating the decision within the procedural history. It emphasised that the present judgment concerned only the assessment of damages following the earlier striking out judgment in [2018] SGHC 13. The earlier judgment had already determined liability for the relevant causes of action, including fiduciary breaches, contractual breaches, statutory breaches, dishonest assistance, knowing receipt, and conspiracy, as pleaded. Accordingly, the damages assessment was not a re-trial of liability; it was a quantification exercise constrained by the earlier findings and the procedural consequences of striking out.
On the procedural effect of struck-out defences, the court adopted the parties’ common position and agreed with the plaintiff’s reliance on authorities including Malcolmson v Mehta and Quality Assurance Management Asia Pte Ltd v Zhang Qing. The court held 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. This included not only liability facts but also pleadings of fact relating to the heads of loss suffered by the plaintiff. The court therefore rejected the defendants’ attempt to argue that the plaintiff had “gaps” in evidence that could still be exploited at the assessment stage.
The court also clarified a point of confusion raised during closing submissions. It explained that pleadings are generally deemed admitted unless traversed, either specifically or generally. 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. Consequently, the court treated the pleaded sums and pleaded heads of loss as admitted and not open to challenge at the assessment hearing. This reasoning is significant because it reflects a strict procedural discipline: once the court has removed a defence through striking out, the defendant cannot later use the damages assessment to circumvent that consequence.
Turning to the defendants’ specific submissions on quantum, the court addressed three arguments. First, the defendants argued that the plaintiff provided no evidence that Ben and Bee beneficially received the loans and/or sums. The court held that this was not necessary where the plaintiff had already pleaded the relevant sums and the pleaded case was deemed admitted. In other words, the assessment hearing did not require the plaintiff to adduce fresh evidence to prove matters already pleaded and admitted. Second, the defendants argued that not all loans and sums were made after the misrepresentations were completely made. The court did not accept this as a basis to reopen the pleaded case, because the pleaded transfers and their connection to the claims were already part of the admitted factual matrix. Third, the defendants argued that the plaintiff had not provided evidence of other heads of loss. Again, the court treated the pleaded heads of loss as admitted, so the evidential burden could not be reintroduced in a manner inconsistent with the striking out consequence.
The court then identified the pleaded figures that would govern the assessment. It referred to the “Loan Sum” as S$291,288.00 and US$458,000, being sums transferred by the plaintiff to C&K between 25 April 2007 and 28 January 2008. It also referred to the “Sums Received” as US$270,000 and/or US$600,000–US$700,000, which were alleged to have been received by the AXXIS companies (and/or Ben and Bee) in 2009, evidenced by emails dated 8 May 2010 and 7 May 2010. These figures were not treated as mere allegations requiring proof at the assessment stage; they were treated as pleaded facts admitted by reason of the struck-out defences.
Although the extract provided is truncated, the court’s approach indicates that the assessment would proceed by mapping the admitted pleaded sums to the relevant heads of loss and liability bases already established in the striking out judgment. The court’s reasoning reflects a consistent theme: the assessment stage is not an opportunity to cure evidential deficiencies that would have been addressed at the liability stage, particularly where the defendants’ defences have been struck out. The court’s analysis therefore balances procedural fairness (by holding defendants to their admitted pleadings) with the practical need to quantify damages based on the pleaded and admitted factual framework.
What Was the Outcome?
The outcome of the decision was that the court accepted the plaintiff’s position that the defendants must be taken to have admitted all pleaded matters, including pleaded figures for the sums transferred and the heads of loss. As a result, the court did not permit Ben and Bee to challenge the quantum by pointing to alleged evidential gaps or by attempting to relitigate issues that were already pleaded and deemed admitted due to the striking out of their defences.
Practically, this meant that the assessment of damages proceeded on the basis of the pleaded “Loan Sum” and the “Sums Received” figures, and the court’s orders would reflect damages consistent with the liability already established in the interlocutory judgments. The decision thus reinforces that, once liability is fixed through interlocutory judgment and striking out, the damages assessment will generally be confined to quantification rather than a renewed contest on factual matters already admitted.
Why Does This Case Matter?
This case is important for practitioners because it illustrates the procedural consequences of striking out defences in Singapore civil litigation. When a defence is struck out and interlocutory judgment is entered, the defendant loses the ability to contest pleaded facts at the damages assessment stage. The court’s reasoning is a clear application of pleading principles: admissions arise from the absence of an effective traverse, and the court will not allow a defendant to use the assessment hearing to reintroduce disputes that should have been raised earlier.
From a damages perspective, the decision is also a reminder that assessment hearings are not necessarily “mini-trials” on liability. Where liability has already been determined and the pleaded heads of loss are treated as admitted, the court may proceed on the pleaded quantum figures without requiring the plaintiff to prove again every factual element that underpins those figures. This has direct implications for how plaintiffs should draft statements of claim and how defendants should respond: the quality and specificity of pleaded quantum can become decisive once defences are struck out.
Finally, the case sits within a broader line of authority on the effect of striking out and interlocutory judgment. By relying on Malcolmson v Mehta and Quality Assurance Management Asia Pte Ltd v Zhang Qing, the court confirms that procedural defaults can have substantive consequences. For law students and litigators, the case provides a useful study in the interaction between procedural law (pleadings, traverses, striking out) and substantive outcomes (damages quantification for fiduciary and related wrongs).
Legislation Referenced
- Companies Act (Cap 50, 2006 Rev Ed), including s 340
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
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.