Case Details
- Citation: [2025] SGHC 208
- Title: Luo Li v Corpbond Holdings Pte Ltd and another (Chan Wing Hang, third party)
- Court: High Court of the Republic of Singapore (General Division)
- Judgment Date: 21 October 2025 (Judgment reserved; hearing dates shown as 13 October 2025 and 21 October 2025)
- Originating Claim No: OC 144 of 2023
- Registrar’s Appeal No: 154 of 2025
- Judge: Choo Han Teck J
- Plaintiff/Applicant: Luo Li
- Defendants/Respondents: Corpbond Holdings Pte Ltd and another (Chan Wing Hang, third party)
- Third Party: Chan Wing Hang
- Legal Area: Civil Procedure — Striking out
- Procedural Posture: Appeal against Assistant Registrar’s dismissal of an application to strike out the third party pleadings (TP Notice and TP SOC)
- Key Application: SUM 1584 of 2025 to strike out the third party notice and joint statement of claim
- Statutes Referenced: Rules of Court 2021 (Order 9 Rule 16)
- Cases Cited: Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others [1997] 3 SLR(R) 649; The “Bunga Melati 5” [2012] 4 SLR 546
- Judgment Length: 6 pages, 1,549 words
Summary
In Luo Li v Corpbond Holdings Pte Ltd and another (Chan Wing Hang, third party) [2025] SGHC 208, the High Court dismissed a third party’s appeal against the Assistant Registrar’s refusal to strike out the third party pleadings. The third party, Chan Wing Hang (“Chan”), had sought to eliminate the defendants’ claim against him for fraudulent and negligent misrepresentation, arguing that the pleadings disclosed no reasonable cause of action and were factually unsustainable.
The court held that the threshold for striking out for “no reasonable cause of action” under Order 9 Rule 16 of the Rules of Court 2021 (“ROC 2021”) is not met where the pleadings disclose a cause of action with some chance of success, or at least raise questions fit for trial. The judge emphasised that weaknesses in the pleaded case, including perceived inconsistencies relating to reliance, are matters for the trial judge and do not justify striking out at an interlocutory stage.
On the “interests of justice” ground, the court applied the Court of Appeal’s guidance in The “Bunga Melati 5” and found that the claim was not “plainly or obviously” unsustainable. The court concluded that the pleaded factual basis was not contradicted “clear[ly] beyond question” by documents or other material, and that evidential sufficiency and credibility assessments are properly reserved for trial. Costs were reserved to the trial judge.
What Were the Facts of This Case?
The underlying dispute in OC 144 of 2023 concerns a claimed loss of S$1,800,000. Luo Li (“Luo Li”), the claimant, sued Corpbond Holdings Pte Ltd and Niu Liming (“the defendants”) for breach of contract and other related causes of action. Luo Li’s case, as described by the judge, is that she paid S$1,800,000 for shares in a company called New Star. She further alleged that New Star then lent that sum to NutryFarm.
A central feature of the claim appears to involve an extension of time for repayment of the S$1,800,000. Luo Li alleged that the defendants had no right or authority to extend the repayment timeline. Although the judge characterised the overall narrative as “convoluted” and attributed it to the inability of the solicitors to present a coherent story, the salient issue for present purposes was the alleged lack of authority to extend repayment.
In response to Luo Li’s claim, the defendants brought a third party claim against Chan Wing Hang. They did so by a third party notice dated 24 January 2025 (“TP Notice”) and a joint statement of claim dated 6 May 2025 (“TP SOC”). The defendants’ third party claim was for fraudulent and negligent misrepresentation. Their pleaded position was that Chan had represented to them that he was Luo Li’s agent and that he had authority to authorise the extension of the loan repayment.
The defendants’ theory was therefore that if they were found liable to Luo Li for the extension (or related consequences), they should be compensated by Chan because Chan’s misrepresentations induced them to act on the purported authority. Chan, in turn, applied to strike out the TP Notice and TP SOC. The Assistant Registrar dismissed Chan’s application, and Chan appealed that dismissal to the High Court.
What Were the Key Legal Issues?
The appeal turned on two related but distinct grounds for striking out under Order 9 Rule 16 of the ROC 2021. First, Chan argued that the TP Notice and TP SOC disclosed no reasonable cause of action. In substance, Chan contended that the defendants had not pleaded the necessary elements of fraudulent and negligent misrepresentation, particularly the elements of false representation of fact and reliance.
Second, Chan argued that it was in the interests of justice to strike out the third party pleadings. This “interests of justice” ground is a separate basis that allows the court to prevent proceedings that are plainly or obviously unsustainable. Chan’s position was that the TP SOC was factually unsustainable because it allegedly did not make explicit reference to a conversation that purportedly mentioned the disputed loan agreement, and that the pleaded factual basis therefore lacked substance.
Accordingly, the court had to decide whether the pleadings met the relatively low threshold for “reasonable cause of action” at the striking out stage, and whether the claim was so unsustainable that it would be unjust to allow it to proceed to trial.
How Did the Court Analyse the Issues?
The judge began by restating the legal framework. A claim against a third party may be struck out under Order 9 Rule 16 of the ROC 2021 if it discloses no reasonable cause of action. The court then relied on the Court of Appeal’s interpretation of the concept of “reasonable cause of action” in Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others [1997] 3 SLR(R) 649. In that case, the Court of Appeal adopted the guiding principle from Drummond-Jackson v British Medical Association [1970] 1 All ER 1094: a reasonable cause of action connotes a cause of action that has some chance of success when only the allegations in the pleadings are considered.
Crucially, the judge emphasised that striking out is not appropriate merely because a case is weak or unlikely to succeed. The court’s task at this stage is not to decide the merits, but to determine whether the pleadings disclose some cause of action or raise questions fit to be decided at trial. The judge also highlighted the procedural distinction between striking out and seeking further particulars. Where a pleading is defective only because it lacks particulars to which a defendant is entitled, the proper remedy is an application for particulars under the relevant provisions (rather than striking out).
Applying these principles, the judge concluded that the TP SOC was sufficiently detailed to found a claim for negligent and fraudulent misrepresentation. Chan’s objections were framed as challenges to the sufficiency and coherence of the defendants’ case, including whether the defendants had properly pleaded reliance. The judge treated these objections as going to the merits rather than to the existence of a cause of action. In other words, even if Chan could later demonstrate that the defendants’ reliance narrative was inconsistent or unpersuasive, that would not justify striking out at the interlocutory stage.
The judge gave a concrete example. Chan argued that the defendants presented contradictory positions regarding reliance: on one hand, they claimed they did not require Luo Li’s consent; on the other hand, they claimed they relied on Chan’s representations. The judge accepted that this might not be helpful to the defendants’ case, but held that it was not decisive at the striking out stage. The defendants could explain the apparent inconsistency at trial. What mattered was that, assuming the pleaded allegations were true, the TP SOC disclosed a cause of action and raised questions fit for trial.
In addressing Chan’s “no reasonable cause of action” ground, the judge also noted the availability of procedural tools short of striking out. If Chan believed he was entitled to more particulars, he could apply for further and better particulars. This reinforced the court’s view that the appropriate response to pleading weaknesses is often to seek clarification rather than to terminate the claim.
Turning to the “interests of justice” ground, the judge applied the Court of Appeal’s guidance in The “Bunga Melati 5” [2012] 4 SLR 546. The court reiterated that the striking out power on this basis is exercised when an action is “plainly or obviously” unsustainable. The Court of Appeal described two categories: legally unsustainable cases, where even if the plaintiff proves all offered facts the plaintiff cannot obtain the remedy sought; and factually unsustainable cases, where it is possible to say with confidence before trial that the factual basis is fanciful because it is entirely without substance, such as where the statement of facts is contradicted by all documents or other material on which it is based.
Chan argued that the TP SOC was factually unsustainable because the pleaded particulars did not explicitly reference a conversation that purportedly mentioned the loan agreement in dispute. The judge rejected this argument. The absence of explicit reference to a particular piece of evidence did not mean the claim was “entirely without substance” or “fanciful.” Instead, it might simply mean that the evidence would be insufficient to support the pleaded complaint. That is a matter for trial, not a basis for striking out.
The judge further observed that, based on the TP SOC and Chan’s own evidence, there was an exchange of information and views on the loan transaction involving Luo Li, and that the conversations also referred to a relationship between Chan and Luo Li as alleged. Importantly, the judge found that these allegations were not directly contradicted by any documents produced, let alone contradicted “clear[ly] beyond question.”
Accordingly, the judge concluded that the conversation formed some basis for the claim and that the evaluation of evidence, probabilities, and defences are properly reserved for the trial judge. The court therefore dismissed the appeal on both grounds.
What Was the Outcome?
The High Court dismissed Chan Wing Hang’s appeal. As a result, the TP Notice and TP SOC were not struck out, and the defendants’ third party claim against Chan for fraudulent and negligent misrepresentation would proceed to trial.
Costs were reserved to the trial judge, meaning the question of who should bear the costs of the interlocutory applications and the appeal would be determined at a later stage following the resolution of the substantive dispute.
Why Does This Case Matter?
This decision is a useful reminder of the disciplined approach Singapore courts take when dealing with striking out applications. The court reaffirmed that “no reasonable cause of action” is a threshold concerned with whether the pleadings disclose some cause of action or raise questions fit for trial, not whether the claim is likely to succeed. Practitioners should therefore expect courts to be reluctant to terminate claims at an early stage where the pleaded allegations, if accepted, could support a legal cause of action.
The judgment also illustrates the practical boundary between striking out and requests for further particulars. Where a party’s complaint is essentially that the other side has not pleaded particulars with sufficient clarity, the proper procedural route is typically to seek further and better particulars rather than to seek dismissal. This aligns with the broader policy of ensuring that disputes are decided on their merits after full evidential development.
From a litigation strategy perspective, the case highlights that apparent inconsistencies in reliance narratives or other elements of misrepresentation may be treated as matters for trial rather than as grounds for striking out. While inconsistencies may ultimately affect credibility or proof, they do not necessarily mean the claim is legally or factually unsustainable at the outset. For defendants and third parties, the decision suggests that challenging reliance and evidential sufficiency may be better pursued through pleadings refinement, discovery, cross-examination, and submissions at trial.
Finally, the court’s application of The “Bunga Melati 5” underscores the high bar for “interests of justice” striking out. The “plainly or obviously” unsustainable standard, particularly for factually unsustainable claims, requires near-total contradiction by documents or other material. Absent such clear contradiction, courts will generally allow the matter to proceed so that the trial judge can assess evidence and probabilities.
Legislation Referenced
- Rules of Court 2021 (ROC 2021), Order 9 Rule 16
Cases Cited
- Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others [1997] 3 SLR(R) 649
- The “Bunga Melati 5” [2012] 4 SLR 546
- Drummond-Jackson v British Medical Association [1970] 1 All ER 1094
Source Documents
This article analyses [2025] SGHC 208 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.