Case Details
- Case Title: SUN YONGJIAN & Anor v GOH SENG HENG
- Citation: [2025] SGHC 47
- Court: High Court (General Division)
- Originating Claim No: 48 of 2022
- Registrar’s Appeal No: 11 of 2024
- Judgment Date: 21 March 2025
- Judges: Pang Khang Chau J
- Hearing Dates: 2, 16 July, 23 August, 28 October, 4 November 2024
- Plaintiffs/Claimants: Sun Yongjian; Fu Shanping
- Defendant/Respondent: Goh Seng Heng (Dr Goh)
- Legal Area: Civil Procedure — Setting aside of default judgment
- Procedural Posture: Appeal against dismissal of an application to set aside a default judgment entered for failure to file a notice of intention to contest or not contest
- Judgment Length: 43 pages; 12,806 words
- Core Substantive Claim (as pleaded): Fraudulent misrepresentation in relation to investments in Aesthetic Medical Partners Pte Ltd (“AMP”) shares, allegedly made through an investment company Liberty Sky Investment Ltd (“LSI”)
- Key Prior Litigation: Liberty Sky Investments Ltd v Goh Seng Heng and another (High Court) and Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals (Court of Appeal)
Summary
This High Court decision concerns a procedural dispute arising from a substantive fraud claim. The Claimants, Sun Yongjian and Fu Shanping, sued Dr Goh for fraudulent misrepresentation connected to their alleged investments in AMP shares. Dr Goh did not file a notice of intention to contest or not contest, and a default judgment was entered against him. Dr Goh later applied to set aside the default judgment, but the Assistant Registrar refused. Dr Goh appealed to the High Court, and the appeal was dismissed.
The High Court’s analysis proceeded in two stages: first, whether the default judgment was “regularly obtained” (ie, whether service and procedural steps were properly effected); and second, whether Dr Goh had established a prima facie defence. The court found that the default judgment was regularly obtained and that Dr Goh failed to show a sufficiently arguable defence. In particular, the court rejected multiple substantive objections raised to undermine the Claimants’ fraud case, including arguments that the Court of Appeal had already determined liability in Liberty Sky, that the Claimants were not registered owners of the AMP shares, doubts about authenticity of investment agreements, lack of privity, and challenges to reliance and communication.
What Were the Facts of This Case?
The Claimants’ case was rooted in a broader investment fraud narrative already litigated in earlier proceedings involving Liberty Sky Investment Ltd (“LSI”). Dr Goh was, at the material time, a director and shareholder of Aesthetic Medical Partners Pte Ltd (“AMP”). The Claimants alleged that they invested in AMP shares indirectly through LSI, which they described as an investment company. Each Claimant entered into separate share investment agreements (“Investment Agreements”) with LSI, under which they allegedly purchased specified numbers of AMP shares at S$450 per share.
Mr Sun claimed to have concluded two Investment Agreements with LSI. One agreement was dated 15 December 2014; the other was undated, though Mr Sun’s evidence was that it would have been signed after the first agreement but before 26 January 2015. Mr Sun alleged that he remitted a total of S$9,697,050 to LSI to invest in 21,549 AMP shares. Ms Fu claimed that she remitted S$6,772,050 pursuant to her Investment Agreement dated 11 January 2015 to invest in 9,000 AMP shares. In total, the Claimants alleged they purchased 30,549 AMP shares through LSI.
Before the Claimants’ Investment Agreements, LSI had entered into a share sale and purchase agreement (“SPA”) with Dr Goh on 25 November 2014. Under that SPA, LSI purchased 32,049 AMP shares from Dr Goh at the same price of S$450 per share. LSI later sued Dr Goh for fraudulent misrepresentation. In High Court Suit No 1311 of 2015, Audrey Lim JC found Dr Goh liable for fraudulent misrepresentations made to LSI’s representatives, Andy Lin and Florence Goh, concerning (a) the likelihood and imminence of a trade sale of AMP shares to a prominent buyer, and (b) AMP’s plans for an IPO if the trade sale did not materialise, including targeted timing.
On remedies, Lim JC held that rescission of the SPA was not available because third-party rights had intervened, making restitutio in integrum impossible. Damages were allowed only in respect of AMP shares that LSI retained beneficial interest in. Those findings were upheld by the Court of Appeal in February 2020. After Dr Goh was adjudged bankrupt in March 2020, the assessment of damages could not proceed without leave of court. LSI’s proof of debt was admitted on the basis that the current value of the relevant AMP shares was zero, and the Claimants later filed proofs of debt on the same basis. The Claimants then obtained leave to commence proceedings against Dr Goh and issued the present claim in May 2022.
What Were the Key Legal Issues?
The High Court had to determine two main issues. First, it had to decide whether the default judgment was “regularly obtained”. This required the court to examine the procedural steps leading to the default judgment, particularly service of the originating process and the Statement of Claim, and whether Dr Goh had been properly brought within the jurisdiction of the court proceedings.
Second, the court had to decide whether Dr Goh established a prima facie defence. In the context of an application to set aside a default judgment, the defendant is not required to prove the defence conclusively; rather, the defendant must show that there is a real and substantial question to be tried. The court therefore assessed whether Dr Goh’s proposed defences—both procedural and substantive—were sufficiently arguable to warrant setting aside the default judgment.
Within the prima facie defence inquiry, Dr Goh advanced multiple arguments. These included: (i) that the Court of Appeal had already held in Liberty Sky that Dr Goh was not liable (as characterised by Dr Goh); (ii) that the Claimants were not registered owners of the AMP shares; (iii) that the Investment Agreements were of doubtful authenticity; (iv) that there was no privity of contract between Dr Goh and the Claimants; (v) that there were no direct communications with the Claimants and no agency relationship with LSI; (vi) that misrepresentations originated from a different person (Nelson Loh); and (vii) that the Claimants did not rely on Dr Goh’s representations.
How Did the Court Analyse the Issues?
The court’s reasoning began with the procedural question: whether the default judgment was regularly obtained. The judgment described extensive attempts by the Claimants’ solicitors to effect personal service on Dr Goh between May and June 2022. Service attempts were made at addresses derived from Dr Goh’s ACRA “People Profile” and other contact points. The process server encountered practical difficulties, including the discovery that a residential address corresponded to the Republic of Singapore Yacht Club (“RSYC”), where Dr Goh was a member but not readily available. The receptionist’s responses suggested that Dr Goh did not check in on the relevant dates, and the process server was unable to locate him for personal service.
Further attempts were made using additional addresses and Dr Goh’s mobile number and email address provided by the Official Assignee. The court noted that at one address, a domestic helper informed the process server that there was “no such person”, and at another address Dr Goh’s wife indicated that Dr Goh was not staying there. The Claimants’ solicitors also emailed Dr Goh. Dr Goh responded that his residential address was “on LQG1, berth at RSYC when not out at seas”, and he stated that he was “currently out at sea” with a GPS attachment. The court treated these facts as relevant to whether Dr Goh had been effectively served or at least whether the Claimants had taken reasonable steps to serve him.
Against this background, the court upheld the Assistant Registrar’s decision not to set aside the default judgment. The court’s approach reflects a common principle in Singapore civil procedure: where a defendant has failed to take timely steps to contest, the court will not lightly disturb a default judgment unless the defendant demonstrates both procedural irregularity and a substantive defence. Here, the court found that the default judgment was properly obtained, and that Dr Goh’s challenge did not undermine the regularity of the process.
On the second stage—prima facie defence—the court examined Dr Goh’s arguments in turn. First, Dr Goh’s attempt to rely on Liberty Sky as a basis to deny liability was rejected. The court treated Dr Goh’s characterisation as inconsistent with the actual holdings in Liberty Sky. The earlier litigation had found Dr Goh liable for fraudulent misrepresentations made to LSI’s representatives. The court therefore did not accept that Liberty Sky had already exonerated Dr Goh.
Second, the court rejected the argument that the Claimants could not sue because they were not registered owners of the AMP shares. The court’s reasoning, as reflected in the summary of submissions and the structure of the issues, indicates that the Claimants’ pleaded case was not limited to bare legal title. Rather, the Claimants alleged that they were the “Chinese investors” referred to in Liberty Sky and that they had invested based on fraudulent representations. The court was not persuaded that lack of registration as shareholders defeated a fraud claim where the pleaded reliance and inducement were central.
Third, the court addressed doubts about the authenticity of the Investment Agreements. While Dr Goh raised concerns, the court found that the defence did not reach the threshold of a prima facie defence sufficient to justify setting aside the default judgment. The court’s treatment suggests that, at the default judgment stage, the defendant must do more than raise speculative or conclusory challenges; there must be a real prospect that the claim will fail or that the pleaded facts are seriously contestable.
Fourth, the court considered the privity of contract argument. Dr Goh contended that there was no privity between him and the Claimants. The court’s analysis indicates that privity is not determinative for a claim framed in fraudulent misrepresentation, particularly where the defendant’s knowledge and intention that representations be communicated to third parties is pleaded and where the earlier Liberty Sky findings support the existence of fraudulent conduct in the relevant transaction chain.
Fifth, the court dealt with arguments about communication and agency. Dr Goh argued that there were no direct communications with the Claimants and no agency relationship with LSI. The court rejected these contentions as a basis to defeat the prima facie defence. In fraud cases, the focus is often on whether the defendant made representations with the intention that they be acted upon by the claimant (or by a class of persons including the claimant), and whether the claimant relied on them. The court was not persuaded that the absence of direct dealings or a formal agency relationship necessarily negated the pleaded fraud.
Sixth, the court rejected the submission that misrepresentations originated from Nelson Loh rather than Dr Goh. The court’s reasoning, consistent with the earlier Liberty Sky findings, treated Dr Goh as the source of the fraudulent misrepresentations to LSI’s representatives. Finally, the court rejected the argument that the Claimants did not rely on Dr Goh’s representations. Reliance is a factual matter, and at the prima facie stage, the court was satisfied that the Claimants had pleaded and supported reliance sufficiently to prevent the fraud claim from being dismissed at the procedural threshold.
Overall, the court’s analysis reflects a disciplined application of the two-stage framework for setting aside default judgments: it examined procedural regularity and then assessed whether the defendant’s proposed defences were sufficiently substantial. The court concluded that Dr Goh did not meet the required threshold.
What Was the Outcome?
The High Court dismissed Dr Goh’s appeal against the Assistant Registrar’s refusal to set aside the default judgment. The practical effect is that the default judgment entered against Dr Goh remained in place, and the Claimants’ claim proceeded on the basis that Dr Goh would not be allowed to reopen the matter through the setting-aside application.
In addition, the dismissal of the appeal confirmed that the court was satisfied both that the default judgment was regularly obtained and that Dr Goh had not established a prima facie defence. This outcome underscores the court’s reluctance to disturb default judgments where the defendant cannot show meaningful procedural irregularity or a real prospect of success on the merits.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how Singapore courts apply the procedural safeguards surrounding default judgments. Even where a defendant challenges service and raises substantive objections, the court will require a coherent demonstration that the default judgment was irregularly obtained and that there is a real and substantial defence. The decision therefore serves as a practical guide for litigators advising clients on whether to pursue setting-aside applications and what evidential content is necessary.
Substantively, the case also highlights the interplay between earlier fraud findings in related litigation and subsequent claims by investors in the same investment chain. The court’s rejection of arguments such as lack of privity, lack of direct communication, and lack of registered shareholding indicates that fraud claims may proceed based on the pleaded structure of inducement, communication, and reliance, particularly where prior judgments have already established fraudulent conduct by the defendant in the relevant transaction context.
For law students and researchers, the decision is a useful example of how courts handle multiple defence theories at the prima facie stage. It demonstrates that challenges to authenticity, reliance, and the source of misrepresentations must be more than argumentative; they must be sufficiently grounded to show a serious question to be tried. For lawyers, the decision reinforces the importance of timely procedural action and the need to marshal credible evidence when seeking to set aside default judgments.
Legislation Referenced
- (Not provided in the supplied judgment extract.)
Cases Cited
- Liberty Sky Investments Ltd v Goh Seng Heng and another [2020] 3 SLR 335 (“Liberty Sky (HC)”)
- Liberty Sky Investments Ltd v Aesthetic Medical Partners Pte Ltd and other appeals and another matter [2020] 1 SLR 606 (“Liberty Sky (CA)”)
Source Documents
This article analyses [2025] SGHC 47 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.