Case Details
- Citation: [2020] SGHC 127
- Title: TAN NG KUANG & Anor v LAW SOCIETY OF SINGAPORE
- Court: High Court of the Republic of Singapore
- Date: 19 June 2020
- Originating Summons: Originating Summons No 263 of 2020
- Judge: Valerie Thean J
- Judgment Type: Ex tempore judgment
- Applicants/Plaintiffs: Tan Ng Kuang; Lim Siew Soo
- Respondent/Defendant: Law Society of Singapore
- Represented Parties (context): Applicants were insolvency practitioners; the subject solicitors were Gibson Dunn & Crutcher LLP (“Gibson Dunn”)
- Solicitors complained of: Mr Lee Teck Leng Robson; Mr Jai Swarup Pathak (collectively, “the Solicitors”)
- Client of the Solicitors at material time: Punj Lloyd Ltd (“PLL”)
- Corporate structure (context): PLL was the parent of Punj Lloyd Pte Ltd (“PLPL”), which was the parent of Sembawang Engineers and Constructors Pte Ltd (“SEC”)
- Chairman of PLL: Mr Atul Punj
- Legal Area: Legal Profession; disciplinary proceedings; professional conduct
- Statute(s) Referenced: Legal Profession Act (Cap 161, 2009 Rev Ed) (“LPA”)
- Key Procedural Provision: s 96 LPA (appellate jurisdiction to direct Law Society to apply for Disciplinary Tribunals)
- Judgment Length: 11 pages; 3,038 words
- Cases Cited (as referenced in extract): [2020] SGHC 127 (self-citation in metadata); Loh Der Ming Andrew v Law Society of Singapore [2018] 3 SLR 837; Subbiah Pillai v Wong Meng Meng and others [2001] 2 SLR(R) 556; In Re Nalpon Zero Geraldo Mario [2012] 3 SLR 440; Haw Tua Tau and others v Public Prosecutor [1981-1982] SLR(R) 133; plus references to earlier proceedings: Originating Summons No 1505 of 2018 (Chua Lee Ming J)
Summary
This High Court decision concerns the disciplinary process under Singapore’s Legal Profession Act (“LPA”), specifically the circumstances in which an applicant may invoke the court’s appellate jurisdiction to require the Law Society to apply for the appointment of Disciplinary Tribunals (“DTs”). The applicants, insolvency practitioners, complained to the Law Society about two solicitors from Gibson Dunn. The complaint related to alleged ethical impropriety in the context of a judicial management restructuring involving companies within the Punj Lloyd group.
The court granted the applicants’ application under s 96 of the LPA. Although the Law Society’s Review Committee (“RC”) and subsequent Inquiry Committees (“ICs”) had dismissed the complaints or concluded that no formal DT investigation was required, the High Court held that the applicants had established a prima facie case of ethical breach. In particular, the court found that the evidence—especially contemporaneous correspondence and sworn assertions in related judicial management proceedings—was not inherently incredible and raised triable factual issues that ought to be heard and determined by a DT.
What Were the Facts of This Case?
The applicants, Mr Tan Ng Kuang and Ms Lim Siew Soo, were insolvency practitioners engaged in judicial management proceedings. At the material time, the solicitors complained of—Mr Lee Teck Leng Robson and Mr Jai Swarup Pathak of Gibson Dunn—were acting for Punj Lloyd Ltd (“PLL”). PLL was the parent company of Punj Lloyd Pte Ltd (“PLPL”), which in turn was the parent company of Sembawang Engineers and Constructors Pte Ltd (“SEC”). Mr Atul Punj was the chairman of PLL.
The applicants’ role was to be appointed as judicial managers (“JMs”) of PLPL and SEC. The dispute arose from the circumstances surrounding their appointment and, more specifically, the terms allegedly agreed for the funding of their remuneration and expenses. The applicants contended that they agreed to act on condition that PLL would deposit a sum of S$2 million in escrow—either with the applicants’ firm (nTan Corporate Advisory Pte Ltd, “nTan”) or with Gibson Dunn. The purpose of this deposit was to support the restructuring by demonstrating to creditors that PLL was serious, and to ensure that the JMs’ fees would not erode the companies’ assets.
According to the applicants, their fees—billed at an hourly rate—would be paid out of this deposit. They further alleged that Gibson Dunn received and held S$500,000 as a deposit for the JMs’ fees. However, on 22 September 2016, Mr Lee allegedly informed the applicants that Gibson Dunn was not holding any money for that purpose. This alleged contradiction formed the core of the applicants’ complaint to the Law Society.
Procedurally, the applicants made complaints on 26 April 2018. The RC summarised the complaints as: (a) that the solicitors knowingly deceived the applicants and/or knowingly aided and abetted their client PLL in deceiving the applicants about the terms of the applicants’ remuneration; and (b) that the solicitors aided and abetted their client in not paying the applicants a substantial amount of monies that PLL had placed with the solicitors for the express purpose of providing a deposit for the JMs’ fees. The RC dismissed both complaints. On review in Originating Summons No 1505 of 2018, Chua Lee Ming J upheld dismissal of the first complaint but directed that the second complaint be referred to the Chairman of the Inquiry Panel under s 85(8)(b) of the LPA.
Two Inquiry Committees were then constituted—one for Mr Lee and one for Mr Pathak. The ICs concluded that no formal investigation by DTs was required and recommended dismissal under s 86(7)(b)(v) of the LPA. After further reports, the Council of the Law Society determined that formal investigations were not necessary. The applicants then sought to invoke the court’s appellate jurisdiction under s 96 of the LPA to direct the Law Society to apply for DT appointment.
What Were the Key Legal Issues?
The principal legal issue was whether the applicants had established a prima facie case of ethical breach sufficient to warrant formal investigation by a Disciplinary Tribunal. This required the court to consider the statutory scheme under the LPA governing the Law Society’s disciplinary process, including the role and threshold for action by Inquiry Committees.
A second issue concerned the standard the court should apply when assessing whether a prima facie case exists at the s 96 stage. The court needed to determine whether the evidence relied upon by the applicants—particularly where there was a factual dispute—was “not inherently incredible” and, if accepted, could establish the essential elements of the alleged ethical breach.
Finally, the court had to address how to treat the ICs’ findings where the dispute turned on competing accounts of whether an agreement existed and how the deposit was to be held and used. In other words, the court had to decide whether the ICs effectively resolved contested facts prematurely, rather than channeling the matter to a DT for formal determination.
How Did the Court Analyse the Issues?
The court began by explaining the role of Inquiry Committees under the LPA. The IC’s function is informal and inquisitorial. After inquiry, the IC may take one of three broad courses: (1) eliminate frivolous complaints where there is no prima facie case of misconduct or where allegations, taken at their highest, do not disclose a sufficiently serious breach warranting formal investigation; (2) recommend less serious penalties or remedial measures where it concludes there has been minor misconduct; or (3) channel the matter to a DT where a prima facie case of ethical breach is established and ought to be heard and determined formally by the DT.
In developing the threshold for “prima facie case”, the court drew on earlier authorities. It referenced Loh Der Ming Andrew v Law Society of Singapore [2018] 3 SLR 837 for the proposition that the IC can dismiss complaints where allegations, even if taken at their highest, do not disclose a sufficiently serious breach. It also cited Subbiah Pillai v Wong Meng Meng and others [2001] 2 SLR(R) 556 for the principle that a DT should be engaged where a prima facie case exists. The court further relied on In Re Nalpon Zero Geraldo Mario [2012] 3 SLR 440, where Chan Sek Keong CJ applied an analogous standard from criminal law: whether there is “some evidence (not inherently incredible)” which, if accepted, would establish each essential element in the alleged offence.
Applying this framework, the court reasoned that, from the scheme of the LPA, where there is evidence not inherently incredible on each element of an ethical breach, the IC’s role is to channel the matter to a DT. This approach reflects the disciplinary system’s design: the IC is not meant to conduct a full trial of contested facts, but rather to screen complaints at a threshold level to decide whether formal adjudication is warranted.
Turning to the ICs’ decision, the court identified that the complaint hinged on a factual dispute: whether there was an express oral agreement that the applicants would be appointed as JMs on condition that PLL deposit S$2 million in escrow (either with nTan or with Gibson Dunn) and that the JMs’ remuneration and expenses would be paid out of that deposit. The applicants’ narrative was supported by their conduct and by documentary and correspondence evidence. They alleged that when they followed up on the deposit, the solicitors confirmed that S$250,000 had been deposited, and PLL later confirmed a second tranche of S$250,000. Yet, on 22 September 2016, Mr Lee allegedly stated that Gibson Dunn was not holding any funds for the JMs’ fees.
The solicitors’ response, as accepted by the ICs, was that there was no such agreement. They maintained that monies transferred by PLL remained PLL’s monies held in their client account, that they were entitled to follow client instructions regarding their use, and that they could inform the applicants that no money was on deposit with them for the stated purpose. The ICs further reasoned that for “aiding and abetting” to be made out, wrongdoing by PLL had to be shown, and that the applicants had not proved such wrongdoing. The ICs also concluded there was no contemporaneous objective evidence of the alleged agreement.
On the s 96 application, however, the High Court disagreed with the ICs’ assessment of the evidential threshold. The court held that the applicants had established a prima facie case for three reasons. First, the applicants’ conduct and documentary record were consistent with their account of an agreement. The court noted that the applicants had provided consents to act on 17 June 2016 “on the basis that an agreement can be reached on the terms of our appointment”. It also highlighted an email dated 23 June 2016 that expressly set out a S$2 million deposit to be placed by PLL either in escrow with nTan or with Gibson Dunn, and that monthly invoices for time costs would be paid out of that deposit. The court treated the deposit as distinct from the quantum of remuneration, and it considered the consents and emails as prima facie evidence of some agreement to the applicants’ terms, especially given that the consents were presented to court.
Second, the court found the correspondence consistent with the applicants’ narrative. It observed that after the applicants’ appointment, Ms Lim asked whether the deposit had been provided, rather than whether an agreement had been reached on the deposit. The court also noted that around June and July 2016 there was no suggestion that there was no deposit arrangement. Instead, correspondence indicated that the solicitors and the client treated the deposit as a “JM fee deposit” and later as a “trust deposit” for JM fees. The court pointed to specific emails in which Mr Pathak indicated that Mr Punj would render authorization for the “JM fee deposit”, confirmed that S$500,000 would be placed with Gibson Dunn “towards payment of JM fees”, and later stated that the funds were received and placed in the solicitors’ trust fund for JM fees. The court considered these communications as calling into question the solicitors’ explanation to the ICs that there was no agreement.
Third, the court emphasised that the applicants’ sworn assertions in related judicial management proceedings constituted evidence that was not inherently incredible and should be tested through cross-examination rather than dismissed at the screening stage. The court referred to three affidavits filed by Ms Lim in the judicial management proceedings on 14 September and 6 and 12 October 2016, where the applicants’ account was averred. The court treated these affidavits as relevant evidence for the prima facie threshold.
In sum, the High Court concluded that the ICs had effectively resolved a contested factual dispute by accepting the solicitors’ version and by requiring proof of wrongdoing by PLL beyond what was necessary at the prima facie stage. The court’s approach reflected a key disciplinary principle: where evidence exists that is not inherently incredible and could establish the essential elements of an ethical breach if accepted, the matter should proceed to a DT for formal determination.
What Was the Outcome?
The court granted the applicants’ application under s 96 of the LPA. It ordered that the Law Society be directed to apply to the Chief Justice for the appointment of Disciplinary Tribunals to investigate the alleged misconduct of Mr Lee Teck Leng Robson and Mr Jai Swarup Pathak of Gibson Dunn & Crutcher LLP.
Practically, this meant that the disciplinary process would move from the Law Society’s screening and inquiry stage to a formal DT investigation and adjudication process. The decision underscores that contested factual disputes—particularly those supported by contemporaneous correspondence and sworn evidence—may require DT scrutiny rather than dismissal at the IC stage.
Why Does This Case Matter?
This case is significant for practitioners because it clarifies the evidential threshold and the proper function of Inquiry Committees in the disciplinary scheme under the LPA. The High Court reaffirmed that the IC’s role is not to decide contested facts conclusively, but to screen complaints. Where there is evidence that is not inherently incredible on the essential elements of an alleged ethical breach, the matter should be channelled to a DT.
For lawyers advising clients or responding to disciplinary complaints, the decision highlights the importance of contemporaneous documentation and correspondence. The court placed substantial weight on emails and communications that treated the deposit as a “JM fee deposit” and “trust deposit” and on sworn accounts in related proceedings. This suggests that, at the s 96 stage, documentary evidence and affidavits may be sufficient to clear the prima facie threshold even where the solicitors dispute the existence or scope of an agreement.
For law students and researchers, the case also provides a useful synthesis of the LPA disciplinary framework and the “not inherently incredible” standard drawn from analogous criminal-law reasoning. It demonstrates how disciplinary screening decisions can be reviewed by the High Court to ensure that the statutory purpose—formal adjudication by DTs where warranted—is not undermined by premature fact resolution.
Legislation Referenced
- Legal Profession Act (Cap 161, 2009 Rev Ed) (“LPA”)
- s 96
- s 85(8)(b)
- s 86(7)(b)(v)
- s 86(7)(b)(i)–(iv)
Cases Cited
- Loh Der Ming Andrew v Law Society of Singapore [2018] 3 SLR 837
- Subbiah Pillai v Wong Meng Meng and others [2001] 2 SLR(R) 556
- In Re Nalpon Zero Geraldo Mario [2012] 3 SLR 440
- Haw Tua Tau and others v Public Prosecutor [1981-1982] SLR(R) 133
- Chua Lee Ming J decision in Originating Summons No 1505 of 2018 (as referenced in the judgment extract)
Source Documents
This article analyses [2020] SGHC 127 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.