Case Details
- Citation: [2024] SGHC 177
- Court: General Division of the High Court of the Republic of Singapore
- Decision Date: 10 July 2024
- Coram: Kristy Tan JC
- Case Number: Suit No 1006 of 2021; Suit No 27 of 2022
- Hearing Date(s): 29, 30 November, 1, 5–7, 18–21 December 2023, 2–4 January, 28 February, 16 May 2024
- Claimants / Plaintiffs: H8 Holdings Pte Ltd (in S 1006); POP Holdings Pte Ltd (in S 27)
- Respondent / Defendant: RIC Dormitory (SG) Pte Ltd and others (in S 1006); Ting Cher Lan and others (in S 27)
- Counsel for Claimants: Siraj Shaik Aziz and Walter Ferix Silvester (Silvester Legal LLC) for H8 Holdings Pte Ltd
- Practice Areas: Tort — Misrepresentation — Fraud and deceit; Companies — Oppression — Minority shareholders
Summary
The judgment in H8 Holdings Pte Ltd v RIC Dormitory (SG) Pte Ltd and others and another suit [2024] SGHC 177 represents a significant judicial examination of the intersection between the tort of deceit and minority shareholder oppression under s 216 of the Companies Act. The proceedings involved two consolidated suits arising from a failed joint venture concerning the operation of foreign worker dormitories in Singapore. The first suit, S 1006/2021, was a minority oppression claim brought by H8 Holdings Pte Ltd ("H8") against the majority shareholder, POP Holdings Pte Ltd ("POP"), and its directors. The second suit, S 27/2022, was a claim in deceit brought by POP against the original vendors of the dormitory business, alleging that they were induced into the investment by fraudulent misrepresentations regarding the "legally approved capacity" of one of the dormitory properties.
The core of the dispute centered on two properties: 34 Kaki Bukit Place ("34KB") and 8 Enterprise Road ("8ER"). The court was tasked with determining whether the S 27 Defendants (William Thia Tiong Siong, Terrence Teo Ban Lim, and Jieling Han Jieling) had knowingly misrepresented that 34KB was legally authorized to house 362 workers, when in fact the approved capacity was significantly lower. This misrepresentation formed the basis of the valuation for the joint venture, which POP and H8 entered into with an initial equity investment of $14m. The court found that the representation was indeed false and made with the requisite fraudulent intent, holding the vendors liable in deceit. This finding had profound implications for the subsequent oppression claims, as it established that the very foundation of the commercial relationship was tainted by fraud from the outset.
In the oppression suit (S 1006), H8 alleged that the Company (RIC Dormitory (SG) Pte Ltd) was a quasi-partnership and that POP had acted in a manner that was unfairly prejudicial to H8's interests. Specifically, H8 challenged the issuance of 1 million new shares to POP in June 2018, which diluted H8's shareholding from 30% to approximately 15%. H8 also contested the substantial increase in director's fees and remuneration for Jason Lee Boon Leng ("Jason"), a director appointed by POP, and the attempted sale of the 8ER property. While the court rejected the characterization of the Company as a quasi-partnership, it found that certain specific acts—namely the share dilution and the excessive director's fees—constituted actionable oppression under s 216. The court emphasized that even in a commercial joint venture, the majority must exercise its powers in good faith and not for the collateral purpose of marginalizing a minority shareholder.
The judgment is particularly notable for its detailed analysis of the appropriate relief in cases where both fraud and oppression are present. Kristy Tan JC ordered a buyout of H8's shares by POP, but crucially determined that the valuation of those shares should be conducted on a "fair value" basis without a minority discount, reflecting the court's disapproval of the oppressive conduct. Furthermore, the court ordered the setting aside of the $1m share issuance and the excessive director's fees. This decision reinforces the robust protections available to minority shareholders in Singapore and clarifies the high evidentiary threshold required to establish fraud in complex commercial transactions. It serves as a stark reminder to practitioners of the perils of "nominee" arrangements and the necessity of rigorous due diligence regarding regulatory approvals in the property sector.
Timeline of Events
- 16 March 2011: Incorporation of RIC Dormitory (SG) Pte Ltd (the "Company") by Eer Kin Pring and Ting Cher Lan.
- 5 April 2012: The Company purchases the leasehold property at 34 Kaki Bukit Place ("34KB").
- 29 November 2012: William Thia Tiong Siong ("William") contacts POP's directors, Jason Lee Boon Leng ("Jason") and Leong Poh Choo ("Annie"), regarding a potential joint venture.
- 23 February 2013: Initial discussions regarding the acquisition and operation of 34KB and 8 Enterprise Road ("8ER").
- 1 April 2013: Commencement of formal negotiations for the joint venture structure.
- 15 January 2014: Draft shareholders' agreement shared between the parties envisioning a 50:50 shareholding split.
- 14 May 2014: Annie learns that the Company is owned by Eer and Ting, with Ting acting as a nominee for William.
- 23 May 2014: POP and H8 agree on the final investment structure: POP to hold 70% and H8 to hold 30% of the Company.
- 24 May 2014: Execution of the Share Purchase Agreement (SPA) for the acquisition of the Company for $29m.
- 5 August 2014: Completion of the acquisition; POP and H8 become the shareholders of the Company.
- 5 March 2015: The Company acquires RIC Marine Pte Ltd, which holds the lease for 8ER.
- 18 January 2016: Disputes arise regarding the management of the dormitories and the actual worker capacity at 34KB.
- 22 March 2017: Discovery of the discrepancy between the represented capacity (362 workers) and the legally approved capacity at 34KB.
- 22 February 2018: Board meeting where POP proposes an increase in capital to address cash flow issues.
- 23 April 2018: Issuance of 1 million new shares in the Company to POP at $1 per share, diluting H8's stake.
- 9 May 2018: H8 formally protests the share issuance as oppressive.
- 23 May 2018: Jason's director's fees are significantly increased by the board (controlled by POP).
- 5 March 2019: H8 commences Suit No 1006 of 2021 (originally filed as a different process) alleging oppression.
- 8 December 2021: Formal filing of Suit No 1006 of 2021.
- 16 January 2022: POP commences Suit No 27 of 2022 alleging deceit against the vendors.
- 29 November 2023: Substantive hearing of the consolidated suits begins.
- 10 July 2024: Delivery of the judgment by Kristy Tan JC.
What Were the Facts of This Case?
The litigation arose from a complex web of transactions involving the acquisition and management of foreign worker dormitories. The primary entity at the center of the dispute was RIC Dormitory (SG) Pte Ltd (the "Company"), which was incorporated in March 2011. The original shareholders and directors were Eer Kin Pring ("Eer") and Ting Cher Lan ("Ting"). However, the evidence revealed that Ting held her shares as a nominee for her husband, William Thia Tiong Siong ("William"), who was the de facto controller of the business. The Company's primary asset was a leasehold property at 34 Kaki Bukit Place ("34KB"), which it operated as a dormitory. In 2013, William sought investors to expand the business, specifically to acquire another dormitory at 8 Enterprise Road ("8ER").
William approached POP Holdings Pte Ltd ("POP"), a company controlled by Jason Lee Boon Leng ("Jason") and Leong Poh Choo ("Annie"). During the negotiations, William, assisted by Terrence Teo Ban Lim ("Terrence") and Jieling Han Jieling ("Jieling"), represented that 34KB had a "legally approved capacity" of 362 workers. This figure was critical because the valuation of a dormitory business is directly tied to its bed capacity. The parties eventually agreed on a valuation of $42m for the combined business (34KB and 8ER). The acquisition price for the Company was set at $29m, with the investors taking over existing liabilities. The equity component of the investment was $14m, of which POP contributed $9m (for a 70% stake) and H8 Holdings Pte Ltd ("H8"), an investment vehicle for another group of investors, contributed $5m (for a 30% stake).
The acquisition was completed in August 2014. Following the takeover, Jason and Annie were appointed as directors of the Company. However, the relationship between the new shareholders (POP and H8) and the vendors (William and his associates) quickly soured. More importantly, the relationship between POP and H8 also deteriorated. In 2017, it was discovered that the legally approved capacity for 34KB was not 362 workers, but significantly less, as the relevant authorities had only approved a much smaller number of beds. This discrepancy led to a significant shortfall in projected revenue and created cash flow insolvency risks for the Company.
To address these financial difficulties, POP proposed a rights issue in early 2018. H8, however, was unable or unwilling to contribute further capital. In April 2018, the Company issued 1 million new shares to POP at $1 per share. This issuance was not offered to H8 on a pro-rata basis in a manner they could accept, resulting in H8's shareholding being diluted from 30% to approximately 15%. Furthermore, in May 2018, the board of directors (dominated by POP) approved a substantial increase in Jason's director's fees and remuneration, totaling several hundred thousand dollars, while Annie's fees remained unchanged. H8 also alleged that POP attempted to sell the 8ER property at an undervalue to further marginalize H8's interests.
In S 27/2022, POP sued Ting, Eer, William, Terrence, and Jieling (the "S 27 Defendants") for the tort of deceit. POP alleged that the representation regarding the 362-worker capacity was a fraudulent misrepresentation intended to induce them into the SPA. The S 27 Defendants denied fraud, arguing that the 362 figure was a target or that POP had conducted its own due diligence and should have known the true regulatory status. They also raised defenses based on the terms of the SPA, which included "entire agreement" and "non-reliance" clauses.
In S 1006/2021, H8 sued POP, Jason, and Annie (the "S 1006 Defendants") for minority oppression. H8's case was built on the premise that the Company was a quasi-partnership based on a personal relationship of trust and confidence between the ultimate beneficial owners. H8 argued that the share dilution, the excessive director's fees, and the management of the 8ER sale were part of a concerted effort to oppress H8 as a minority shareholder. The S 1006 Defendants countered that the Company was a purely commercial joint venture and that all actions taken were necessary for the Company's survival in light of the financial crisis caused by the misrepresentation of the 34KB capacity.
The trial involved extensive testimony from the key players, including Jason, Annie, William, and representatives of H8. The court examined a vast array of documentary evidence, including emails, board minutes, and regulatory filings from the Building and Construction Authority (BCA) and the Ministry of Manpower (MOM). The complexity of the case was compounded by the fact that the alleged fraud occurred years before the litigation commenced, requiring the court to reconstruct the parties' intentions and knowledge at the time of the 2014 acquisition.
What Were the Key Legal Issues?
The consolidated suits presented several distinct but interrelated legal issues that required a deep dive into both tort and company law principles. The court's analysis was structured around the following primary questions:
- The Tort of Deceit (S 27/2022):
- Did the S 27 Defendants make a representation to POP that the legally approved capacity of 34KB was 362 workers?
- Was this representation false at the time it was made?
- Did the S 27 Defendants know the representation was false or were they reckless as to its truth?
- Did the S 27 Defendants intend for POP to act upon the representation?
- Did POP actually rely on the representation in entering the SPA and completing the acquisition?
- What was the measure of damages, and did the "entire agreement" or "non-reliance" clauses in the SPA preclude a claim in deceit?
- Minority Oppression (S 1006/2021):
- Was the Company a quasi-partnership, giving rise to equitable constraints on the exercise of legal rights by the majority?
- Did the issuance of 1 million shares to POP in June 2018 constitute "unfair prejudice" or "oppression" under s 216 of the Companies Act?
- Was the increase in Jason's director's fees and remuneration excessive and oppressive to H8?
- Did the attempted sale of the 8ER property amount to a breach of the directors' duties or an act of oppression?
- What was the appropriate remedy for any found oppression—specifically, should a buyout be ordered, and if so, on what valuation basis?
The issue of deceit was foundational. If fraud was established, it would not only lead to damages against the vendors but also provide the context for the financial distress that POP used to justify its subsequent actions in the Company. Conversely, the oppression claims required the court to balance the majority's right to make commercial decisions in a crisis against the minority's right to be treated fairly. The court also had to consider the application of the Misrepresentation Act 1967, particularly section 3, regarding the exclusion of liability for misrepresentation.
How Did the Court Analyse the Issues?
I. The Claim in Deceit (S 27/2022)
The court applied the established five-element test for the tort of deceit as set out in Panatron Pte Ltd and another v Lee Cheow Lee and another [2001] 2 SLR(R) 435 at [14].
1. The Representation
The court found that William, Terrence, and Jieling had represented to POP that the "legally approved capacity" of 34KB was 362 workers. This was evidenced by various documents, including a "Fact Sheet" and financial projections provided during negotiations. The court rejected the defendants' argument that the figure was merely a "target" or a "potential" capacity. Kristy Tan JC noted that in the context of a dormitory business, "capacity" is understood by commercial parties to mean the capacity approved by regulatory authorities like the MOM and BCA.
2. Falsity
The representation was demonstrably false. Evidence from the BCA and MOM confirmed that at the time of the representation in 2013 and 2014, the approved capacity for 34KB was significantly lower than 362. In fact, the property had structural and fire safety limitations that made an approval for 362 workers impossible without major alterations that had not been performed.
3. Knowledge of Falsity (Scienter)
The court found that William and Terrence knew the representation was false. William, as the de facto owner, was intimately involved in the regulatory applications. Terrence, who assisted in the negotiations, was also aware of the actual approved numbers. The court held that they either knew the 362 figure was false or were at least reckless as to its truth. The court cited Wishing Star Ltd v Jurong Town Corp [2008] 2 SLR(R) 909 to emphasize that a representor cannot escape liability by claiming the representee had the means to discover the truth but failed to do so.
4. Intention to Induce
The court inferred the intention to induce from the fact that the 362-worker figure was used to justify the $42m valuation. The defendants knew that POP would rely on this capacity to calculate the expected return on investment. As stated at [36]: "The Representation meant that the legally approved capacity of 34KB was 362 workers/beds... This was a statement of existing fact."
5. Reliance and Damage
POP successfully proved reliance. Jason and Annie testified that they would not have agreed to the $29m purchase price had they known the true capacity was lower. The court accepted that the capacity was a "critical factor" in the decision-making process. Regarding damages, the court applied the "out-of-pocket" rule from Smith New Court Securities Ltd v Citibank NA [1997] AC 254, which allows the claimant to recover all losses flowing directly from the transaction induced by the fraud, whether foreseeable or not.
II. The Minority Oppression Claim (S 1006/2021)
The court's analysis of the oppression claim under s 216 was nuanced, distinguishing between the different acts alleged by H8.
1. The Nature of the Company: Quasi-Partnership?
H8 argued that the Company was a quasi-partnership, relying on Chong Kok Ming and another v Richinn Technology Pte Ltd and others [2020] SGHC 224. However, the court rejected this. Kristy Tan JC found that the relationship between POP and H8 was a purely commercial joint venture. There was no pre-existing personal relationship of trust and confidence, and the parties had negotiated the terms of their association through formal legal channels. Consequently, H8 could not rely on "equitable considerations" to override the strict legal rights of the majority, except where those rights were exercised in bad faith.
2. The Share Issuance (Dilution)
The court found that the issuance of 1 million shares to POP in June 2018 was oppressive. While the Company did face cash flow issues, the court found that the issuance was structured in a way that unfairly prejudiced H8. POP used its control of the board to push through the issuance at a time when it knew H8 was financially constrained. The court held that the primary purpose was to dilute H8's interest rather than a bona fide attempt to save the Company. This fell within the ambit of Suying Design Pte Ltd v Ng Kian Huan Edmund and other appeals [2020] 2 SLR 221, where the issuance of shares for an improper purpose constitutes oppression.
3. Director's Fees and Remuneration
The court scrutinized the increase in Jason's fees. In 2018, Jason's total remuneration package was increased significantly, while Annie's remained static. The court found no commercial justification for this disparity, especially given that the Company was purportedly in a financial crisis. The court concluded that this was an attempt by POP to extract value from the Company at the expense of the minority shareholder, H8. This was "commercially unfair" and constituted oppression.
4. The Attempted Sale of 8ER
H8's claim regarding the sale of 8ER was rejected. The court found that the decision to sell the property was a reasonable exercise of commercial judgment in light of the Company's mounting debts. The court cited BTI 2014 LLC v Sequana SA and others [2024] AC 211, noting that directors must consider the interests of creditors when a company is in the "zone of insolvency." There was no evidence that the sale was at an undervalue or intended to harm H8 specifically.
III. Relief and Valuation
Having found both deceit and oppression, the court turned to the remedy. For the deceit claim, POP was awarded damages representing the difference between the price paid and the true value of the shares at the time of acquisition. For the oppression claim, the court ordered a buyout of H8's shares by POP.
On the issue of valuation, the court referred to Koh Keng Chew and others v Liew Kit Fah and others [2018] SGHC 262. The court determined that no minority discount should be applied. As noted at [222], citing Liew Kit Fah and others v Koh Keng Chew and others [2020] 1 SLR 275, the court has a broad discretion to ensure a "fair" result. Given the finding of oppressive conduct (the share dilution and excessive fees), a discount-free valuation was necessary to achieve justice.
What Was the Outcome?
The court's decision resulted in a comprehensive set of orders aimed at rectifying the fraud and the oppression. The primary disposition was as follows:
"230 For the reasons set out above, I make the following orders:
(a) In S 27, there shall be judgment for POP against the 1st to 5th Defendants for the tort of deceit. The 1st to 5th Defendants are jointly and severally liable to POP for damages to be assessed...
(b) In S 1006, I find that H8 has established its claim for oppression under s 216 of the Companies Act in respect of the Share Issuance and the increase in Jason’s remuneration...
(c) The Share Issuance of 1,000,000 shares to POP in June 2018 is hereby set aside and reversed...
(d) The increase in Jason’s director’s fees and remuneration approved in May 2018 is set aside, and Jason is to account to the Company for the excess amounts received...
(e) POP is ordered to purchase H8’s 30% shareholding in the Company at a valuation to be determined by an independent valuer... the valuation shall be on a fair value basis without any minority discount."
Specifically, regarding the deceit claim in S 27, the court held Ting Cher Lan, Eer Kin Pring, William Thia, Terrence Teo, and Jieling Han jointly and severally liable. The damages were ordered to be assessed, but the court provided clear guidance that the starting point was the $29m purchase price versus the actual value of the Company with the lower dormitory capacity. The court also awarded interest on the damages from the date of the SPA completion.
In the oppression suit (S 1006), the reversal of the 1 million share issuance was a significant victory for H8, as it restored their 30% stake before the court-ordered buyout. The court also ordered that Jason's excessive remuneration be repaid to the Company, which would effectively increase the Company's net asset value for the purpose of the buyout valuation. The court declined to order an independent audit of the Company, finding that the buyout and the setting aside of the specific oppressive acts were sufficient remedies.
Costs were awarded to the successful plaintiffs in both suits. In S 27, POP was awarded costs against the S 27 Defendants. In S 1006, H8 was awarded costs against POP, Jason, and Annie, although the court noted that the costs should reflect the fact that H8 was only partially successful (having failed on the quasi-partnership and 8ER sale issues). The exact quantum of costs was left for further determination if not agreed upon by the parties.
Why Does This Case Matter?
The judgment in H8 Holdings v RIC Dormitory is a landmark decision for several reasons, providing deep clarity on the standards of commercial conduct in Singapore. First, it reinforces the "heavy burden" of proving fraud but demonstrates that the court will not hesitate to find deceit where the evidence of a deliberate misrepresentation of regulatory status is clear. For practitioners, the case highlights that "legally approved capacity" is a statement of fact, not opinion, and that misrepresenting such a figure in a property-related transaction is a high-risk endeavor that can lead to personal liability for directors and agents alike.
Second, the case provides a modern application of the s 216 oppression framework in the context of a commercial joint venture that is not a quasi-partnership. It clarifies that even without the "equitable considerations" of a quasi-partnership, a majority shareholder cannot use its power to dilute a minority or extract excessive fees under the guise of "commercial necessity." The court's willingness to look behind the stated reasons for a share issuance (i.e., cash flow needs) to find an improper motive of dilution is a significant protection for minority investors. It confirms that the "unfairness" in s 216 is an objective standard that takes into account the commercial reality of the parties' agreement.
Third, the decision on valuation is a crucial precedent. By ordering a buyout without a minority discount despite the absence of a quasi-partnership, Kristy Tan JC has signaled that the "fairness" of the remedy under s 216 is paramount. This departs from the traditional view that a minority discount is the default for purely commercial companies. It suggests that where the majority's conduct is sufficiently egregious (such as a fraudulent foundation followed by oppressive dilution), the court will ensure the minority is not further penalized by a discounted exit price. This aligns with the principles in Dystar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit [2018] 5 SLR 1.
Furthermore, the case addresses the role of nominees in corporate fraud. The court's finding that Ting Cher Lan was liable for the fraud of her husband (William) because he acted as her agent in the sale of her shares is a warning to those who act as "fronts" for others. It emphasizes that a nominee cannot simply plead ignorance of the principal's fraudulent acts if they have authorized the principal to conduct the transaction on their behalf. This has broad implications for the use of nominee shareholders in Singapore's corporate landscape.
Finally, the judgment serves as a cautionary tale regarding the limitations of "entire agreement" and "non-reliance" clauses. The court reaffirmed that such clauses cannot exclude liability for fraud. This is a fundamental principle of Singapore law, grounded in public policy, which ensures that the sanctity of contract does not become a shield for dishonesty. Practitioners drafting such clauses must be aware that they offer no protection against claims in deceit, which can bypass the contractual limitations of liability and reach the personal assets of the individuals involved.
Practice Pointers
- Regulatory Due Diligence is Non-Negotiable: In transactions involving licensed or regulated assets (like dormitories), practitioners must verify "approved capacity" directly with the relevant authorities (BCA, MOM, URA). Relying on vendor-provided "Fact Sheets" or projections is insufficient and can lead to catastrophic losses if the figures are fraudulent.
- The Limits of Nominee Liability: Individuals acting as nominee shareholders should be aware that they can be held personally liable for the fraudulent misrepresentations made by the beneficial owner if that owner is deemed to be acting as their agent. A nominee is not a "passive" shield against liability in the eyes of the court.
- Drafting Share Issuances: When a company in financial distress needs to raise capital, the majority must ensure that any share issuance is offered to all shareholders on truly equal terms. Structuring a rights issue in a way that practically excludes a known-to-be-constrained minority shareholder risks a finding of oppression under s 216.
- Director Remuneration Scrutiny: Significant increases in director's fees, especially when not applied uniformly across the board or when the company is facing financial hardship, are "red flags" for oppression. Boards must document the specific commercial justifications for such increases to withstand judicial scrutiny.
- Fraud Vitiates Everything: No amount of contractual drafting—including "entire agreement" clauses, "non-reliance" clauses, or "as-is-where-is" provisions—can exclude liability for fraudulent misrepresentation. This is a core tenet of the Misrepresentation Act 1967 and common law.
- Valuation Without Discount: Practitioners should advise clients that a minority discount is not guaranteed in a court-ordered buyout. If the court finds oppressive conduct, it has the discretion to order a valuation on a "fair value" basis (pro-rata share of the whole) to avoid rewarding the oppressor.
- Quasi-Partnership Threshold: To establish a quasi-partnership, there must be evidence of a personal relationship of trust and confidence that predates or transcends the formal corporate structure. Purely commercial negotiations between sophisticated parties will rarely meet this threshold, regardless of how "closely" they work together.
Subsequent Treatment
As of the date of this analysis, H8 Holdings Pte Ltd v RIC Dormitory (SG) Pte Ltd [2024] SGHC 177 is a recent decision. Its primary contribution to the legal landscape is the robust application of the "no minority discount" rule in a non-quasi-partnership context where oppression is found. It follows the trajectory of cases like Dystar and Liew Kit Fah, further entrenching the court's power to use valuation as a tool for achieving equity in shareholder disputes. The case is likely to be frequently cited in future dormitory-related disputes and in cases involving the intersection of agency and fraud in nominee shareholding arrangements.
Legislation Referenced
- Companies Act (Cap 50, 2006 Rev Ed), s 216, s 216(2), s 216(2)(a), Section 216(2)(d), section 216(2)(f)
- Misrepresentation Act 1967 (2020 Rev Ed), s 3
Cases Cited
- H8 Holdings Pte Ltd v RIC Dormitory (SG) Pte Ltd and others and another suit [2024] SGHC 177 (Applied)
- Chong Kok Ming and another v Richinn Technology Pte Ltd and others [2020] SGHC 224 (Referred to)
- See Eng Siong Ronnie v Sassax Pte Ltd and another [2020] SGHC 96 (Referred to)
- Koh Keng Chew and others v Liew Kit Fah and others [2018] SGHC 262 (Referred to)
- Thio Syn Kym Wendy and others v Thio Syn Pyn and another [2018] SGHC 54 (Referred to)
- See Panatron Pte Ltd and another v Lee Cheow Lee and another [2001] 2 SLR(R) 435 (Followed)
- In Jurong Town Corp v Wishing Star Ltd [2005] 3 SLR(R) 283 (Referred to)
- Wishing Star Ltd v Jurong Town Corp [2008] 2 SLR(R) 909 (Followed)
- Ong Han Ling and another v American International Assurance Co Ltd and others [2018] 5 SLR 549 (Referred to)
- Robertson Quay Investment Pte Ltd v Steen Consultants Pte Ltd and another [2008] 2 SLR(R) 623 (Referred to)
- Yip Holdings Pte Ltd v Asia Link Marine Industries Pte Ltd [2012] 1 SLR 131 (Referred to)
- JTrust Asia Pte Ltd v Group Lease Holdings Pte Ltd and others [2020] 2 SLR 1256 (Referred to)
- How Weng Fan and others v Sengkang Town Council and other appeals [2023] 2 SLR 235 (Referred to)
- Suying Design Pte Ltd v Ng Kian Huan Edmund and other appeals [2020] 2 SLR 221 (Followed)
- Kumagai Gumi Co Ltd v Zenecon Pte Ltd and others and other appeals [1995] 2 SLR(R) 304 (Referred to)
- Dystar Global Holdings (Singapore) Pte Ltd v Kiri Industries Ltd and others and another suit [2018] 5 SLR 1 (Followed)
- Liew Kit Fah and others v Koh Keng Chew and others [2020] 1 SLR 275 (Followed)
- Lim Chee Twang v Chan Shuk Kuen Helina and others [2010] 2 SLR 209 (Referred to)
- Smith New Court Securities Ltd v Citibank NA [1997] AC 254 (Followed)
- BTI 2014 LLC v Sequana SA and others [2024] AC 211 (Referred to)