Case Details
- Citation: [2026] SGHC(A) 5
- Title: Jethanand Harkishindas Bhojwani v Devin Jethanand Bhojwani & 2 Ors
- Court: Appellate Division of the High Court (Civil Appeals Nos 3 and 4 of 2025)
- Date of Judgment: 30 January 2026
- Judges: Hri Kumar Nair JCA, Kannan Ramesh JAD, See Kee Oon JAD
- Appellate Division / Appeals: AD/CA 3/2025 and AD/CA 4/2025
- Originating Suit: Suit No 521 of 2021
- Related Summons: Summons No 663 of 2024
- Appellant (AD/CA 3/2025): Jethanand Harkishindas Bhojwani
- Respondents (AD/CA 3/2025): Devin Jethanand Bhojwani; Dilip Jethanand Bhojwani; Sandeep Jethanand Bhojwani
- Appellants (AD/CA 4/2025): Devin Jethanand Bhojwani; Dilip Jethanand Bhojwani; Sandeep Jethanand Bhojwani
- Respondent (AD/CA 4/2025): Jethanand Harkishindas Bhojwani
- Legal Areas: Civil Procedure (Appeals/Premission to appeal); Equity (Fiduciary relationships); Trusts (Breach of trust, trustee duties, removal, remedies)
- Judgment Length: 89 pages; 26,616 words
- Key Prior Authority Cited: [2024] SGHC 310
Summary
This decision of the Appellate Division of the High Court arose from a long-running family dispute involving a testamentary trust created under the will of the late Harkishindas Ghumanmal Bhojwani (“Harkishindas”). The trustee, his son Jethanand Harkishindas Bhojwani (“Sajan”), was sued by his three sons (the “Brothers”) for breach of trust in relation to the administration of trust assets, including shares in a family business group and the handling of a particular “Founder’s Share” in Shankar’s Emporium (Private) Limited (“SEPL”). The High Court judge (“the Judge”) largely allowed the Brothers’ claims in Suit No 521 of 2021, and the parties brought cross-appeals.
On appeal, the Appellate Division dismissed Sajan’s appeal (AD/CA 3/2025) and allowed the Brothers’ appeal (AD/CA 4/2025), save for certain adjustments to the remedies awarded. The court upheld the core findings that Sajan, acting as trustee, breached fiduciary and custodial duties, including by concealing the existence of the trust from the Brothers, commingling or mismanaging trust moneys, and—most significantly—arranging for the “conversion” of the Founder’s Share in a manner not authorised by the trust instruments and inconsistent with the trustee’s duty to preserve trust property and its associated rights. The court also addressed the valuation and remedial consequences of breaches relating to sales of trust shares, and confirmed the appropriateness of the trustee’s removal.
What Were the Facts of This Case?
The dispute concerned a testamentary trust (“the Trust”) established by Harkishindas’s will dated 20 October 2006. Harkishindas died on 4 March 2007. The will provided for three separate trusts, each with a different trustee: Sajan as trustee for one trust, Moti (Sajan’s younger brother) as trustee for another, and Jack (Sajan’s youngest brother) as trustee for the third. The Brothers—Devin, Dilip, and Sandeep—were beneficiaries under the trust in which Sajan acted as trustee. The family lived at 32 Branksome Road (“32BR”) until Sajan moved out in June 2019, which formed part of the broader context of familial breakdown and contested control over family assets.
Under the will, the “trust period” was 30 years from Harkishindas’s death. The Brothers and Lakshmi (Sajan’s ex-wife) were the only named beneficiaries for the Trust. The will conferred on Sajan powers of appointment and administration during the trust period, including powers to sell trust property for cash or on terms he deemed fit, to call in and convert trust property into money, to postpone sale and conversion, to stand possessed of arising moneys, and to borrow money on such terms as he thought fit. The will also contained provisions addressing investments and limiting liability for losses arising from investments made in good faith.
The Trust assets (“Trust Assets”) included shares in several companies forming part of a family business group loosely referred to as “Shankar’s Group”, Harkishindas’s interest in 32BR, and one-third of Harkishindas’s residual estate. The shares included, among others, 9,000 shares in Malaya Silk Store (Private) Limited (“MSSPL”), 150,000 shares in SEPL (the main holding company), and a single “Founder’s Share” in SEPL. The Founder’s Share was not merely an ordinary equity interest; it carried distinctive governance and economic rights under SEPL’s memorandum and articles, including rights to hold office as a director, appoint directors, exercise director powers, be named as governing director, remove and appoint directors (subject to certain constraints), nominate a successor on death, and receive 10% of net profits annually in perpetuity.
After Harkishindas’s death, events unfolded that led the Brothers to sue Sajan for breach of trust. The High Court proceedings (Suit No 521/2021) culminated in a judgment that largely favoured the Brothers. The appeal before the Appellate Division concerned, among other matters, the trustee’s conduct following Harkishindas’s death, including the “conversion” of the Founder’s Share, the sale of trust shares in two “live” companies, and the realisation of trust shares in three “struck off” companies. The Brothers also challenged Sajan’s transparency and stewardship, including whether he concealed the Trust from them and whether he properly informed them of their rights. Additionally, the court considered whether Sajan’s conduct warranted removal as trustee and whether pre-judgment interest should be awarded.
What Were the Key Legal Issues?
The Appellate Division had to determine multiple interrelated issues concerning fiduciary duties, breach of trust, and remedies. A preliminary issue concerned an appeal by Sajan (in relation to Summons No 663 of 2024) against the Judge’s decision. Central to this preliminary issue was whether Sajan (through a person referred to as “Sajan” in the extracted outline, and also “Sajan’s” conduct as trustee) concealed the Trust from the Brothers, and whether he was obliged to inform them of their rights under the Trust. The court also examined whether the trustee commingled and mismanaged trust moneys, and whether the execution of “exclusion deeds” was done in bad faith.
Another major cluster of issues concerned the “conversion” of the Founder’s Share. The court had to decide whether the “conversion” constituted a breach of trust and breach of fiduciary duties, and whether it amounted to a breach of a custodial stewardship duty. The analysis turned on whether Sajan was empowered under the will to convert the Founder’s Share and, if not, whether the conversion resulted in a loss of the rights associated with that Founder’s Share. Closely connected to this were questions about the appropriate remedy, including whether the Brothers were entitled to falsification (ie, rectification or restoration of trust property or its incidents) as a response to the trustee’s wrongdoing.
The court also addressed breaches relating to sales of trust shares. It considered whether Sajan breached trust in selling trust shares in two live companies, and whether the Judge erred in the valuation approach for substitutive awards, including whether discounts or valuation adjustments (referred to in the outline as DLOM and DLOC) should have been applied. Finally, the court considered whether the realisation of trust shares in struck off companies at an undervalue constituted a breach of trust, whether the Judge erred in awarding pre-judgment interest, and whether the Judge was correct to order removal of the trustee.
How Did the Court Analyse the Issues?
The Appellate Division approached the case as one involving both contractual trust powers and the strict fiduciary obligations that attach to trustees. While the will conferred certain administrative powers—such as selling, calling in, and converting trust property—the court emphasised that such powers are not a licence to disregard the nature of trust property or to destroy the incidents attached to it. In particular, the court treated the Founder’s Share as a distinctive asset with embedded governance and economic rights. The analysis therefore required the court to interpret the will’s powers in light of the trustee’s overarching duty to act in the best interests of beneficiaries and to preserve trust property for the trust’s purposes.
On the transparency and disclosure issues, the court examined whether the trustee was obliged to inform the Brothers of their rights under the Trust and whether concealment occurred. The court’s reasoning (as reflected in the issues framed in the judgment extract) indicates that the Brothers’ ability to enforce their rights depended on adequate disclosure. Where a trustee withholds information relevant to beneficiaries’ entitlements, the court is likely to view that conduct as inconsistent with fiduciary duties, particularly in a family trust context where beneficiaries may not have independent access to trust administration details.
The most consequential part of the court’s reasoning concerned the “conversion” of the Founder’s Share. The Appellate Division held that Sajan was not empowered to convert the Founder’s Share in the manner that occurred, and that the conversion caused a loss of the rights associated with that share. The court treated this as a breach of fiduciary duties and custodial stewardship duties. In other words, even if the will allowed conversion of trust property into money, the trustee could not treat a Founder’s Share as if it were interchangeable with ordinary shares where the Founder’s Share carried fundamental rights under SEPL’s memorandum and articles. The court’s approach reflects a principle that trustees must not act in a way that undermines the nature of trust assets, particularly where the trust instrument and corporate constitutional documents indicate that certain rights are “fundamental” and not easily alterable.
In addition, the court considered whether the Brothers were entitled to a remedy of falsification. Although the extract does not provide the full remedial discussion, the framing suggests that the court viewed the trustee’s conduct as requiring more than damages alone—potentially involving restoration or correction of the legal position so that the trust’s property and rights are properly reflected. The court also assessed breaches in the sale of trust shares in two live companies. It upheld the Judge’s refusal to apply DLOM and DLOC to the valuation of the trust shares in those companies, while requiring adjustments to the valuation of shares in SEPL. This indicates that the court accepted that valuation methodology must be grounded in the evidential record and the proper legal characterization of the trustee’s breach and the substitutive award.
Finally, the court addressed the trustee’s realisation of trust shares in struck off companies at an undervalue, and whether that conduct breached trust. It also considered pre-judgment interest and the removal of the trustee. The Appellate Division’s decision to dismiss Sajan’s appeal and allow the Brothers’ appeal (with adjustments to remedies) suggests that the court found the trustee’s conduct sufficiently serious to justify removal and that the remedial framework adopted by the Judge was broadly correct, subject to refinement.
What Was the Outcome?
The Appellate Division dismissed Sajan’s appeal in AD/CA 3/2025. It allowed the Brothers’ appeal in AD/CA 4/2025, while making certain adjustments to the remedies awarded by the Judge. The practical effect was that the Brothers’ primary successes in establishing breach of trust and obtaining relief were maintained, and the trustee’s removal order and remedial consequences largely stood.
Although the extract does not set out the final orders in detail, the court’s disposition indicates that the appellate court affirmed the core findings of breach—particularly relating to concealment, mismanagement, and the unauthorised conversion of the Founder’s Share—and upheld the remedial approach, including substitutive awards and pre-judgment interest. The adjustments were targeted rather than wholesale, reflecting appellate deference on findings of breach while ensuring the remedies were correctly calibrated to the legal and evidential basis.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how trustees’ discretionary powers under wills are constrained by fiduciary duties and by the legal character of trust assets. The decision underscores that a trustee cannot invoke general powers to sell or convert trust property as a justification for actions that destroy or materially alter the rights attached to a particular asset—especially where those rights are “fundamental” under the corporate constitutional documents governing the asset. For trust administrators, the case reinforces the need for careful asset-specific analysis before undertaking corporate actions that may affect governance rights, economic entitlements, or other incidents of ownership.
From a remedies perspective, the case is also useful. The court’s engagement with valuation methodology (including whether discounts such as DLOM and DLOC should apply) demonstrates that substitutive awards for breach of trust require a disciplined approach to valuation evidence and legal assumptions. The court’s treatment of pre-judgment interest and trustee removal further indicates that where breaches are serious and ongoing, courts will be willing to impose remedies that both compensate beneficiaries and protect the trust going forward.
Finally, the case provides guidance on disclosure and beneficiary rights in family trusts. Where beneficiaries are entitled to enforce their interests, trustees must act transparently and cannot assume that familial dynamics reduce the legal duty to inform. For law students and litigators, the judgment offers a structured analysis of how courts evaluate concealment, mismanagement, bad faith in execution of documents, and the trustee’s custodial stewardship duties in the context of complex trust holdings.
Legislation Referenced
- (Not provided in the supplied extract.)
Cases Cited
Source Documents
This article analyses [2026] SGHCA 5 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.