RACHEL YE HUISHI v NG KE MING, JERRY (HUANG KEMING)

"The court concludes that the Plaintiff deceived the Defendant into signing the Settlement Agreement by falsely assuring him that she would not enforce the terms therein as the document was only meant to be shown to her investors to appease them." — Per Lai Siu Chiu SJ, Para 130

Case Information

• Citation: [2021] SGHC 250 (Para 1)
• Court: In the General Division of the High Court of the Republic of Singapore (Para 1)
• Case Number: Suit No 989 of 2019 (Para 1)
• Coram: Lai Siu Chiu SJ (Para 1)
• Hearing Dates: 17–18 March 2021; 30 April 2021 (Para 1)
• Judgment Date: 2 November 2021 (Para 1)
• Area of Law: Contract — Formation — Consent (Para 1)
• Counsel for the Plaintiff: Not answerable from the extraction (Not answerable)
• Counsel for the Defendant: Not answerable from the extraction (Not answerable)
• Judgment Length: Not answerable from the extraction

What Was the Core Dispute Over the Settlement Agreement?

This case concerned whether a signed Settlement Agreement arising out of failed agarwood investment dealings was a genuine, enforceable contract or merely a document signed for appearance’s sake. The Plaintiff’s position was that the Defendant had agreed to repay her substantial investment losses under the Settlement Agreement, while the Defendant maintained that the document was never intended to create legal obligations and was signed only because the Plaintiff told him it would be shown to her investors to placate them. The court framed the dispute as one of contractual formation and consent, with the central question being whether there was any true intention to create legal relations. (Para 99)

"The main issue the court has to determine is whether the Settlement Agreement is valid and enforceable (as the Plaintiff contends) or a sham document not meant to create any legal intentions (as the Defendant asserts)." — Per Lai Siu Chiu SJ, Para 99

The court also identified a related factual issue: whether the Plaintiff had invested with Cedric, as the Defendant and his witnesses claimed, or with the Defendant himself, as the Plaintiff asserted. That factual dispute mattered because it bore on the parties’ credibility, the surrounding circumstances of the alleged settlement, and the plausibility of the Plaintiff’s case that the Defendant had undertaken a personal repayment obligation. The court’s analysis therefore proceeded on both the documentary record and the witnesses’ competing narratives. (Para 99)

Ultimately, the court accepted the Defendant’s version of events and rejected the Plaintiff’s account. It found that the Plaintiff had deceived the Defendant into signing the Settlement Agreement by assuring him that she would not enforce it and that it was only meant to be shown to investors. On that basis, the court held that the document was a sham and not intended to create enforceable legal obligations. (Paras 130, 133)

How Did the Parties Frame Their Competing Cases?

The Plaintiff’s case was that the Defendant had repeatedly made promises to repay her and that she sought written confirmation of those promises because he had dishonoured them. On her account, the Settlement Agreement was the product of agreement and reflected a genuine obligation to pay the sum claimed. The Plaintiff also advanced a monetary claim under the agreement, asserting that the Defendant owed her $1,225,900.00 together with costs and interest. (Para 74)

"The Plaintiff’s case is as follows. As the Defendant repeatedly dishonoured multiple promises to pay her, the Plaintiff wanted written confirmation of his intentions to pay to which the Defendant agreed." — Per Lai Siu Chiu SJ, Para 74

The Defendant’s defence was multi-pronged. He pleaded that he had been induced to sign the Settlement Agreement by the Plaintiff’s undue influence and under duress. He further contended that, even if the document had been signed, it was void because there was no intention by the parties to create legal relations. In addition, he pleaded non est factum. The court’s eventual reasoning focused most heavily on the absence of genuine contractual intention and the sham character of the document. (Para 75)

"His defence against the Plaintiff’s claim based on the Settlement Agreement is premised on the following: (a) He had been induced to sign the Settlement Agreement by the undue influence of and under duress from the Plaintiff; (b) In any event, the settlement agreement was void, as there was no intention by the parties to create legal relations; and (c) Further, the settlement agreement was null, void and unenforceable due to the doctrine of non est factum." — Per Lai Siu Chiu SJ, Para 75

The court’s treatment of the parties’ cases was not merely formal. It assessed the credibility of the Plaintiff’s evidence, the consistency of the Defendant’s account, and the surrounding WhatsApp communications. The court’s conclusion that the Plaintiff’s version was unreliable was central to rejecting the alleged settlement as an enforceable bargain. (Paras 116, 123, 128)

What Facts Led the Court to Treat the Settlement Agreement as a Sham?

The dispute arose in the context of investment dealings involving agarwood. The extraction indicates that the Plaintiff and Defendant met through investment-related dealings and that the Plaintiff had invested substantial sums in agarwood. The immediate documentary focus was a Settlement Agreement signed on 16 July 2019 and a Consent Letter signed on the same day. The Plaintiff relied on those documents as evidence of a genuine debt acknowledgment, while the Defendant said they were signed only to placate investors. (Paras 17, 99)

"The signed agreement was dated 16 July 2019. The Defendant separately signed a letter of consent dated the same day (‘the Consent Letter’)." — Per Lai Siu Chiu SJ, Para 17

The court found that the Plaintiff had pressured the Defendant and that he signed only because she falsely assured him that she would not enforce the Settlement Agreement. The court accepted the Defendant’s evidence that the document was to be shown to the Plaintiff’s investors so that they would believe he would repay them. That finding was fatal to the Plaintiff’s case because it meant the document was not intended to operate as a real settlement of enforceable obligations. (Paras 130, 133)

"The court accepts the Defendant’s evidence that the Plaintiff told him (and which he unfortunately believed) that the Settlement Agreement was only meant to be shown to the Plaintiff’s investors to appease and thereby deceive them into thinking that the Defendant would be paying them back" — Per Lai Siu Chiu SJ, Para 133

The court also relied on the Plaintiff’s conduct after the agreement was signed. It noted that the Plaintiff failed to mention the Settlement Agreement in later communications and that she deleted WhatsApp messages that were likely adverse to her case. Those facts reinforced the court’s view that the Plaintiff’s account was not credible and that the written document did not reflect a genuine intention to create legal relations. (Paras 127, 128)

"The court further entertains no doubts that the WhatsApp messages that the Plaintiff deleted (see [86] above) more likely than not were adverse to her case" — Per Lai Siu Chiu SJ, Para 128

Why Did the Court Reject the Plaintiff’s Evidence?

The court’s assessment of the Plaintiff’s credibility was severe and explicit. It said it did not form a favourable impression of her when she was in the witness stand and described her testimony as shifting whenever she was confronted with inconsistencies. That credibility finding was not a peripheral comment; it was a foundational reason why the court preferred the Defendant’s account of the circumstances in which the Settlement Agreement was signed. (Para 116)

"The court did not form a favourable impression of the Plaintiff at all when she was in the witness stand. She changed her testimony faster than a chameleon changes its colour, whenever she was caught lying or found to have given inconsistent testimony." — Per Lai Siu Chiu SJ, Para 116

The court also considered the Plaintiff’s inability to explain the documentary and electronic evidence in a coherent way. In particular, the WhatsApp exchanges between the parties on 15–17 July 2019 were treated as powerful contemporaneous evidence that contradicted the Plaintiff’s suggestion that the Defendant was trying to avoid her at all costs. The court said those messages “completely refute[d]” that suggestion, which undermined the Plaintiff’s narrative about the negotiations and the purpose of the agreement. (Para 123)

"The evidence adduced in particular from the WhatsApp exchanges between the parties on 15–17 July 2019 completely refutes this incredible suggestion – the Defendant was trying to avoid her at all costs." — Per Lai Siu Chiu SJ, Para 123

Another factor that weighed against the Plaintiff was her failure to account properly for sums already received. The extraction records that she conceded in cross-examination that she had not deducted $15,000 received from Cedric through the Defendant when advancing her claimed figure. That concession affected the reliability of her monetary claim and supported the court’s broader conclusion that her evidence was not dependable. (Para 127)

"the Plaintiff had conceded during cross-examination that she had not taken into account and deducted therefrom, the $15,000 that she received from Cedric through the Defendant" — Per Lai Siu Chiu SJ, Para 127

How Did the Court Apply the Sham Doctrine?

The court’s legal analysis turned on the doctrine of sham. It relied on the Court of Appeal’s decision in Toh Eng Tiah and, through that authority, on the classic formulation from Snook. The key point was that a document is a sham only if all parties share a common intention that it is not to create the legal rights and obligations it appears to create. That principle was decisive because the court found that both parties understood the Settlement Agreement was not meant to operate as a real, enforceable settlement. (Paras 114, 131)

"for acts or documents to be a ‘sham,’ with whatever legal consequences follow from this, all the parties thereto must have a common intention that the acts or documents are not to create the legal rights and obligations which they give the appearance of creating." — Per Lai Siu Chiu SJ, Para 131

The court’s application of that principle was straightforward once it accepted the Defendant’s evidence. It found that the Plaintiff had told the Defendant the agreement was only for show, to be presented to investors so that they would think he would repay them. If that was the shared understanding at the time of execution, then the document could not be treated as a genuine settlement contract. The court therefore concluded that the Settlement Agreement was never intended to create enforceable legal obligations. (Paras 130, 133)

"The document was never meant to create enforceable legal obligations." — Per Lai Siu Chiu SJ, Para 133

This was not a case where the court merely found a defect in performance or a later change of mind. Rather, the court found that the document’s apparent legal effect was inconsistent with the parties’ actual common intention at the time of signing. That distinction matters in contract law because a sham document is not enforced according to its face, whereas a genuine contract that is later breached may still give rise to liability. Here, the court held that the threshold issue of contractual intention was not satisfied. (Paras 131, 133)

What Role Did the WhatsApp Messages and Deleted Messages Play?

The court treated the WhatsApp exchanges as highly probative contemporaneous evidence. It specifically referred to messages exchanged between 15 and 17 July 2019 and said they completely refuted the Plaintiff’s suggestion that the Defendant was trying to avoid her. The court’s reasoning shows that it preferred contemporaneous digital communications over the Plaintiff’s later oral account, especially where her testimony was already found to be unreliable. (Para 123)

"The evidence adduced in particular from the WhatsApp exchanges between the parties on 15–17 July 2019 completely refutes this incredible suggestion – the Defendant was trying to avoid her at all costs." — Per Lai Siu Chiu SJ, Para 123

The court also drew an adverse inference from the Plaintiff’s deletion of WhatsApp messages. It said it entertained no doubt that the deleted messages were more likely than not adverse to her case. That finding was important because it suggested selective preservation of evidence and reinforced the court’s view that the Plaintiff’s version of events was not trustworthy. (Para 128)

"The court further entertains no doubts that the WhatsApp messages that the Plaintiff deleted (see [86] above) more likely than not were adverse to her case" — Per Lai Siu Chiu SJ, Para 128

In practical terms, the court’s treatment of the WhatsApp evidence illustrates how modern commercial and contractual disputes often turn on electronic communications that capture the parties’ real-time intentions. Here, those messages were not treated as background noise; they were central to the court’s rejection of the Plaintiff’s narrative and to its acceptance of the Defendant’s explanation that the agreement was only for appearance. (Paras 123, 128, 133)

Why Did the Court Consider an Adverse Inference Under the Evidence Act?

The Defendant requested that the court draw an adverse inference against the Plaintiff under s 116, illustration (g) of the Evidence Act because she did not call her brother to testify. The extraction does not provide the full reasoning on the inference issue, but it does show that the Defendant relied on the statutory presumption as part of his evidential attack on the Plaintiff’s case. The request was directed at the Plaintiff’s failure to produce a witness who might have been able to corroborate or explain aspects of her account. (Para 115)

"the Defendant requested that the court draw an adverse inference against the Plaintiff under s 116, illustration (g) of the Evidence Act (Cap 97, 1997 Rev Ed) (‘the EA’) for her failure to call her brother to testify." — Per Lai Siu Chiu SJ, Para 115

Although the extraction does not set out a separate, detailed ruling on that request, the court’s broader evidential approach is consistent with the Defendant’s position that missing evidence should count against the Plaintiff where it would have been natural for her to call the witness. The court’s overall credibility findings, together with its reliance on deleted messages and inconsistent testimony, show that it was prepared to draw adverse evidential conclusions from the Plaintiff’s litigation conduct. (Paras 116, 127, 128)

For practitioners, the significance lies in the way the court integrated the adverse inference issue into a larger credibility assessment rather than treating it as an isolated technical point. The absence of corroborating testimony, when combined with unreliable oral evidence and adverse electronic records, contributed to the court’s conclusion that the Plaintiff had not proved a genuine settlement contract. (Paras 115, 116, 128, 133)

How Did the Court Resolve the Monetary Claim and the Alleged Debt?

The Plaintiff’s monetary case was that the Defendant owed her $1,225,900.00 under the Settlement Agreement, together with costs and interest. That figure was central to her claim, but the court did not accept it because the underlying agreement was found to be a sham and therefore unenforceable. Once the court concluded that the document was not intended to create legal obligations, the claimed sum could not be recovered on that basis. (Para 74, 133)

"the Defendant owes her the sum of $1,225,900.00, along with costs and interests." — Per Lai Siu Chiu SJ, Para 74

The court also noted a specific inconsistency in the Plaintiff’s quantification. She conceded that she had not deducted the $15,000 she had received from Cedric through the Defendant. That concession undermined the precision and reliability of her claimed amount, even apart from the more fundamental problem that the Settlement Agreement itself was unenforceable. (Para 127)

"the Plaintiff had conceded during cross-examination that she had not taken into account and deducted therefrom, the $15,000 that she received from Cedric through the Defendant" — Per Lai Siu Chiu SJ, Para 127

Because the court dismissed the claim entirely, it did not award the Plaintiff any recovery under the alleged settlement. The case therefore stands as a reminder that a claimant who relies on a signed document must still prove that the document was intended to have legal effect and that the claimed sum is properly supported by the evidence. (Paras 133, 134)

What Was the Final Order and Why Did the Court Reach It?

The court’s final order was to dismiss the Plaintiff’s claim with costs to the Defendant. That outcome followed directly from the court’s findings on credibility, intention, and the sham nature of the Settlement Agreement. Once the court accepted that the Plaintiff had deceived the Defendant into signing a document that was only meant to be shown to investors, the claim based on that document necessarily failed. (Paras 130, 133, 134)

"The court dismisses the Plaintiff’s claim with costs to the Defendant." — Per Lai Siu Chiu SJ, Para 134

The dismissal was not based on a narrow technicality. It was the culmination of a fact-intensive inquiry into what the parties actually intended when they signed the agreement, how they behaved in the surrounding communications, and whether the Plaintiff’s evidence could be trusted. The court’s answer to those questions was adverse to the Plaintiff at every critical stage. (Paras 116, 123, 128, 130, 133)

In that sense, the order for costs reflected the court’s view that the Defendant had successfully defended a claim founded on a document that was never meant to be enforced. The costs order also aligns with the court’s broader rejection of the Plaintiff’s evidence as unreliable and inconsistent. (Para 134)

Why Does This Case Matter?

This case matters because it demonstrates that a signed settlement document is not automatically enforceable merely because it appears formal on its face. If the evidence shows that both parties understood the document was only for show and not meant to create legal obligations, the court may treat it as a sham. That is a significant reminder for lawyers advising on settlement documentation, especially in emotionally charged or investor-related disputes. (Paras 131, 133)

"The document was never meant to create enforceable legal obligations." — Per Lai Siu Chiu SJ, Para 133

The case also illustrates the practical importance of contemporaneous communications. The court gave substantial weight to WhatsApp exchanges and to the Plaintiff’s deletion of messages, showing that digital evidence can decisively shape the outcome where witness credibility is contested. For litigators, the lesson is that electronic records may either corroborate or dismantle a party’s narrative. (Paras 123, 128)

Finally, the case is a useful illustration of how the sham doctrine operates in Singapore contract law. The court did not merely ask whether the document was signed; it asked whether there was a shared intention to create legal relations. That focus on intention is central to contract formation and is especially important where one party alleges that a document was executed for a collateral purpose only. (Paras 99, 131, 133)

Cases Referred To

Legislation Referenced

• Evidence Act (Cap 97, 1997 Rev Ed), s 116, illustration (g) — invoked for an adverse inference against the Plaintiff for failing to call her brother as a witness. (Para 115)