Tio Geok Hong Bryan v Korbett Pte Ltd and another and another suit [2025] SGHC 196

Case Details

• Citation: [2025] SGHC 196
• Court: General Division of the High Court of the Republic of Singapore
• Decision Date: 3 October 2025
• Coram: Audrey Lim J
• Case Number: Suit No 304 of 2022; Suit No 356 of 2022; Registrar’s Appeal No 102 of 2025; Registrar’s Appeal No 103 of 2025
• Hearing Date(s): 6, 29 August, 8 September 2025
• Claimants / Plaintiffs: Tio Geok Hong Bryan; Wang Piao
• Respondent / Defendant: Korbett Pte Ltd
• Counsel for Claimants: Kronenburg Edmund Jerome, Lim Yanqing Esther Candice and Tang Kai Qing (Braddell Brothers LLP)
• Counsel for Respondent: Suhaimi bin Lazim, Thrumurgan s/o Ramapiram, Mohamed Hashim H Sirajudeen, Mohamad Hasbu Haneef bin Abdul Malik and Lokman Hakim bin Mohamed Rafi (Trident Law Corporation)
• Practice Areas: Equity; Remedies; Account; Trusts; Fiduciary Duties

Summary

The decision in [2025] SGHC 196 represents a significant clarification of the principles governing the taking of accounts against an errant fiduciary in the context of trust property. The dispute arose from the management and occupation of a commercial property at 26A Hillview Terrace, which was held on trust by the Appellant, Korbett Pte Ltd ("Korbett"), for several beneficiaries, including the Respondents, Tio Geok Hong Bryan ("Bryan") and Wang Piao ("Wang"). Following the entry of Consent Interim Judgments (CIJs) in September 2023, which rescinded a previous reconveyance and reinstated the original 2016 Trust Deed, the court was tasked with determining the quantum of profits Korbett was required to disgorge and the scope of the accounting it must provide.

The High Court, presided over by Audrey Lim J, heard appeals from the decision of the Assistant Registrar (AR) in [2025] SGHCR 8. The central controversy involved an alleged "Trust Arrangement" that Korbett claimed allowed it to occupy 75% of the property rent-free. Korbett further challenged the AR's assessment of rental profits, the treatment of payments from a third party (GTSS), and the exclusion of substantial renovation expenses and agent fees from the trust's liabilities. The High Court's judgment reinforces the strict application of Section 7 of the Civil Law Act 1909, which requires declarations of trust in respect of immovable property to be manifested and proved by writing.

Ultimately, the High Court allowed the appeal only in part. While it upheld the AR's findings regarding the non-existence of the "Trust Arrangement" and the liability of Korbett to account for rental profits based on expert valuation, it corrected the AR's treatment of a $99,810 agent fee. The court determined that this fee constituted a liability to be shared by the beneficiaries under the indemnity provisions of the Trust Deed. However, the court maintained that Korbett could not claim indemnity for unauthorized renovation expenses totaling $226,200, as these were incurred in breach of fiduciary duty and without the consent of all beneficiaries.

This case serves as a critical reminder for practitioners regarding the evidentiary hurdles in proving variations to trust terms and the limited scope for an errant trustee to seek indemnity for expenses incurred during a period of breach. It underscores the court's robust approach to the "no-profit" and "no-conflict" rules, ensuring that fiduciaries are held strictly to account for benefits derived from their position, while providing a nuanced analysis of what constitutes a legitimate trust liability versus a personal expense of the errant trustee.

Timeline of Events

1. 10 September 2016: Execution of the Trust Deed ("Trust Deed") where Korbett held the Property at 26A Hillview Terrace on trust for Bryan (25%), Wang (25%), Lee (35%), and Chen (15%).
2. 16 January 2017: Date of a letter from Korbett to the beneficiaries regarding the management of the Property.
3. 1 April 2017: Commencement of the period Korbett alleged the "Trust Arrangement" began.
4. 11 April 2017: Date of a further letter regarding property arrangements.
5. 26 April 2017: Date of a letter from Korbett to the beneficiaries.
6. 5 February 2021: Date of a letter from Korbett's then-solicitors to Bryan and Wang.
7. 4 March 2021: Execution of the Deed of Reconveyance ("Reconveyance Deed"), which was later found to be null and void.
8. 11 July 2023: Date of a letter from Korbett's solicitors.
9. 4 September 2023: Entry of Consent Interim Judgments (CIJs) in Suit 304 and Suit 356, rescinding the Reconveyance Deed and ordering an account of profits.
10. 28 November 2023: Korbett filed its Account of Profits.
11. 9 February 2024: Respondents filed their Surcharge.
12. 7 October 2024: Filing of the valuation report by the Respondents' expert, Mr. Png Poh Soon.
13. 28 April 2025: Assistant Registrar issued the Grounds of Decision in [2025] SGHCR 8.
14. 6 August 2025: Commencement of the substantive hearing of the Registrar's Appeals (RA 102 and RA 103).
15. 3 October 2025: Delivery of the High Court Judgment in [2025] SGHC 196.

What Were the Facts of This Case?

The litigation centered on a commercial property located at 26A Hillview Terrace, Singapore 669238 ("the Property"). Under a Trust Deed dated 10 September 2016, Korbett Pte Ltd ("Korbett") held the Property as a trustee for four beneficiaries: Tio Geok Hong Bryan ("Bryan") and Wang Piao ("Wang"), who each held a 25% beneficial interest; Lee Wee Ching ("Lee"), who held 35%; and Chen Peng-Wei ("Chen"), who held 15%. Korbett was a company controlled by Lee.

The relationship between the parties deteriorated, leading to the commencement of Suit 304 of 2022 and Suit 356 of 2022 by Bryan and Wang respectively. They alleged that Korbett and Lee had breached their fiduciary duties. A pivotal event in the dispute was the execution of a Deed of Reconveyance on 4 March 2021, which purported to alter the beneficial interests. However, on 4 September 2023, the parties entered into Consent Interim Judgments (CIJs). These CIJs were foundational to the subsequent accounting process as they ordered that the Reconveyance Deed be rescinded and declared null and void ab initio. Consequently, the 2016 Trust Deed was reinstated as the governing document for the trust.

The CIJs specifically ordered Korbett to:

• Account for all profits obtained through its breaches of fiduciary duty, including its occupation of the Property.
• Provide a full account of the beneficiaries' interests in the trust, including all incomings and outgoings from the date of the Trust Deed.

During the taking of accounts before the Assistant Registrar (AR), Korbett asserted the existence of a "Trust Arrangement" allegedly formed around April 2017. Korbett contended that the beneficiaries had agreed that Korbett could occupy 75% of the Property rent-free until a new tenant was found, provided Korbett paid 75% of the mortgage and expenses, with the remaining 25% shared by Bryan and Wang. Korbett argued that this arrangement survived the CIJs and justified its rent-free occupation.

Furthermore, Korbett had occupied the Property from March 2021 until it vacated in April 2024. The Respondents sought to charge Korbett for the rental value of the Property during this period. The AR accepted the evidence of the Respondents' expert, Mr. Png Poh Soon, who valued the monthly rent at $23,000, leading to a total profit figure of $415,333.33 for the period from 4 March 2021 to 4 September 2023. Korbett challenged this, arguing for a lower valuation and asserting that the AR should have considered the evidence of its own expert, Ms. Seow.

Another factual dispute involved payments made by a company called GTSS. Korbett received $3,210 monthly from GTSS, which the Respondents characterized as secret profits. Korbett maintained these were actually Lee's contributions toward his 35% share of the mortgage payments. Additionally, Korbett sought to deduct $226,200 in renovation expenses and a $99,810 agent fee from the trust accounts. The Respondents resisted these deductions, arguing they were unauthorized and incurred while Korbett was in breach of its duties.

The AR's decision in [2025] SGHCR 8 largely favored the Respondents, rejecting the "Trust Arrangement," adopting Mr. Png's valuation, and disallowing the renovation and agent fee deductions. Korbett appealed these findings to the High Court in RA 102/2025 and RA 103/2025.

What Were the Key Legal Issues?

The appeal raised seven distinct grounds, which the High Court categorized into three primary legal issues:

• The Existence and Validity of the "Trust Arrangement": Whether an informal agreement among beneficiaries could modify the terms of the Trust Deed and whether such an arrangement complied with the statutory requirements of Section 7 of the Civil Law Act 1909. This issue explored the intersection of contractual variation and the formal requirements for trusts over land.
• The Assessment of Profits for Breach of Fiduciary Duty: This involved two sub-issues:
  • The quantum of rental profits Korbett must disgorge for its occupation of the Property, specifically whether the AR correctly preferred the expert evidence of Mr. Png over Ms. Seow and whether the period of assessment was correct.
  • The characterization of the $3,210 monthly payments from GTSS—whether they constituted "profits" or were merely mortgage contributions from a beneficiary (Lee).
• The Scope of the Trustee's Right to Indemnity and Accounting: Whether Korbett was entitled to reflect certain expenses as trust liabilities under Clause 3 of the Trust Deed, specifically:
  • The $226,200 renovation expenses incurred without the express consent of all beneficiaries.
  • The $99,810 agent fee incurred for securing a tenant for the Property.

These issues required the court to balance the strict "no-profit" rule against the trustee's right to be indemnified for expenses "properly and reasonably incurred" in the execution of the trust.

How Did the Court Analyse the Issues?

The High Court applied the standard of review for registrar's appeals as set out in Tan Boon Heng v Lau Pang Cheng David [2013] 4 SLR 718, treating the appeal as a rehearing de novo. The court's analysis proceeded systematically through the seven grounds of appeal.

1. The Alleged "Trust Arrangement" and Section 7 of the Civil Law Act

Korbett's primary defense against the rental charge was the existence of the "Trust Arrangement." The court rejected this on both factual and legal grounds. Factually, the court noted that the CIJs, which were entered by consent, explicitly rescinded the Reconveyance Deed and reinstated the 2016 Trust Deed without any mention of a secondary "Trust Arrangement." Audrey Lim J observed that if such an arrangement existed and was intended to govern the parties' relations, it would have been reflected in the CIJs.

Legally, the court affirmed the AR's application of Section 7 of the Civil Law Act 1909. The section provides that "a declaration of trust respecting any immovable property or any interest therein must be manifested and proved by some writing signed by some person who is able to declare such trust." The court held that the "Trust Arrangement," which purported to grant Korbett a rent-free interest in the Property, fell squarely within this provision. As there was no writing to manifest this arrangement, it was unenforceable. The court further noted at [22] that even if such an arrangement had existed, it would have terminated upon the execution of the Reconveyance Deed and was not "revived merely by the annulment of that deed."

2. Assessment of Rental Profits and Expert Evidence

Korbett challenged the AR's adoption of Mr. Png's valuation of $23,000 per month. The court relied on the principles in Abhilash s/o Kunchian Krishnan v Yeo Hock Huat [2019] 1 SLR 873 and Saeng-Un Udom v Public Prosecutor [2001] 2 SLR(R) 1 regarding the treatment of expert evidence. The court found that Mr. Png's report was more robust as it was based on the Property being "fully fitted out," whereas Korbett's expert, Ms. Seow, had valued the Property as "bare."

The court emphasized that since Korbett had occupied the Property in its fitted-out state, the valuation must reflect that reality. The court rejected Korbett's argument that the Respondents had failed to prove the Property was fitted out, noting that Korbett's own evidence admitted to substantial renovations. Consequently, the court upheld the total profit figure of $415,333.33 for the period of occupation up to the date of the CIJs.

3. The GTSS Payments

The AR had treated the $3,210 monthly payments from GTSS as profits. The High Court disagreed. It found that these payments corresponded exactly to Lee's 35% share of the mortgage. The court reasoned that since Lee was a beneficiary and Korbett was his vehicle, these payments were effectively Lee's contribution to the trust's liabilities rather than a profit derived by the trustee from a third party. The court held that treating these as profits would result in a double recovery for the trust estate, as the mortgage was already being accounted for as a liability.

4. Renovation Expenses and the Trustee's Indemnity

Korbett sought to include $226,200 in renovation expenses as a trust liability. The court analyzed Clause 3 of the Trust Deed, which allowed indemnity for payments "properly made" and expenses "properly and reasonably incurred." Relying on Cheong Soh Chin v Eng Chiet Shoong [2019] 4 SLR 714, the court noted that while a trustee might be indemnified if a transaction benefited the trust estate, this does not apply where the trustee acted in breach of duty.

The court found that Korbett had carried out these renovations to suit its own occupation of the Property, without the consent of Bryan and Wang. Furthermore, the renovations were done during a period when Korbett was asserting ownership under the (now rescinded) Reconveyance Deed. The court held at [67] that Korbett could not claim indemnity for expenses incurred "to facilitate its own breach of duty."

5. The Agent Fee

The only ground on which Korbett succeeded was the $99,810 agent fee. The court found that this fee was incurred to secure a tenant (GTSS) for the Property, which was a legitimate trust activity. Unlike the renovations, this expense was not incurred solely for Korbett's benefit but was aimed at generating income for the trust estate. The court concluded that this was an expense "properly and reasonably incurred" under Clause 3 of the Trust Deed and should be reflected as a liability to be shared by all beneficiaries.

What Was the Outcome?

The High Court allowed the appeal in part. The specific orders were as follows:

• The 7th Ground (Agent Fee): The appeal was allowed. The court ordered that the $99,810 Agent Fee be shown in the account as a liability for the beneficiaries under the Trust Deed to share.
• The 1st to 6th Grounds: The appeal was dismissed. This included the findings on the "Trust Arrangement," the rental valuation of $23,000 per month, the GTSS payments (though clarified as mortgage contributions), and the renovation expenses.
• Disgorgement: Korbett remained liable to disgorge the sum of $415,333.33 as profits for its occupation of the Property from 4 March 2021 to 4 September 2023.

The court's conclusion was stated as follows:

"In conclusion, I allowed the appeal only in relation to the 7th Ground and ordered that the Agent Fee be shown in the account as a liability for the beneficiaries under the Trust Deed to share. I dismissed the appeal in relation to the 1st to 6th Grounds." (at [69])

The matter was effectively remitted for the accounts to be adjusted in accordance with these findings, particularly the inclusion of the agent fee as a shared liability and the exclusion of the GTSS payments from the "profits" column.

Why Does This Case Matter?

The judgment in [2025] SGHC 196 is a significant addition to Singapore's jurisprudence on equity and trusts for several reasons. First, it provides a stern warning about the necessity of formalizing variations to trust arrangements involving real property. By strictly enforcing Section 7 of the Civil Law Act, the court has signaled that "informal understandings" or "gentlemen's agreements" among beneficiaries and trustees will not be permitted to override written trust deeds unless they meet the statutory requirement for writing. This promotes certainty in the management of trust assets and protects minority beneficiaries from alleged oral variations that favor a dominant party or the trustee.

Second, the case clarifies the "account of profits" remedy in the context of a trustee's self-occupation of trust property. The court's reliance on expert valuation to determine the "profit" (in the form of saved rent) demonstrates a practical approach to the "no-profit" rule. It confirms that where a trustee occupies trust property in breach of duty, the profit to be disgorged is the market rental value of the property in its actual state (e.g., fully fitted), rather than a hypothetical "bare" state. This prevents the trustee from benefiting from the very improvements it made to facilitate its unauthorized occupation.

Third, the decision offers a nuanced take on the trustee's right to indemnity. The distinction drawn between the renovation expenses (disallowed) and the agent fee (allowed) is instructive. It suggests that the court will look at the purpose and benefit of the expense. Expenses incurred primarily for the trustee's own benefit or to facilitate a breach of duty are not "properly incurred," whereas expenses that genuinely serve the trust's objectives (like securing a tenant) may be indemnified even if the trustee is otherwise in breach. This aligns with the principles in Cheong Soh Chin v Eng Chiet Shoong and Credit Suisse Trust Limited v Ivanishvili, Bidzina [2024] 2 SLR 164.

Fourth, the court's treatment of the GTSS payments as mortgage contributions rather than secret profits highlights the importance of substance over form in accounting. By recognizing that these payments were effectively a beneficiary's contribution to trust liabilities, the court avoided a punitive result that would have led to double recovery. This demonstrates that while the court is strict with fiduciaries, the remedy of an account is intended to be restorative and accurate, not arbitrarily penal.

Finally, for practitioners, the case emphasizes the critical role of expert evidence in the taking of accounts. The failure of Korbett's expert to value the Property in its actual fitted state was fatal to its challenge of the rental quantum. This serves as a practice pointer to ensure that expert instructions are precisely aligned with the factual realities of the case.

Practice Pointers

• Strict Adherence to Section 7 Civil Law Act: Any agreement intended to vary the beneficial interests or the terms of a trust over immovable property must be in writing. Practitioners should advise clients that oral "trust arrangements" are likely unenforceable.
• Drafting Consent Interim Judgments: When entering CIJs, ensure that all intended governing documents and arrangements are explicitly mentioned. Silence on a secondary arrangement may be interpreted as its non-existence or termination.
• Expert Valuation Instructions: When valuing rental profit for an account of profits, the expert must value the property in the state it was actually used by the trustee. Valuing a "bare" unit when the trustee used a "fitted" unit will likely be rejected by the court.
• Indemnity and Breach of Duty: Trustees should be cautioned that they cannot expect indemnity for expenses incurred without beneficiary consent, especially if those expenses are incurred to facilitate the trustee's own use of the property or while the trustee is in breach of fiduciary duties.
• Characterization of Payments: In the taking of accounts, carefully distinguish between "profits" derived from third parties and "contributions" made by beneficiaries toward trust liabilities. Accurate characterization is essential to avoid double counting or double recovery.
• Clause 3 Indemnity Provisions: The phrase "properly and reasonably incurred" is a high bar. Trustees should seek prior written consent from all beneficiaries before embarking on significant capital expenditure like renovations to ensure the expense is deemed "proper."

Subsequent Treatment

As this is a recent 2025 judgment, its subsequent treatment in later cases is not yet recorded in the extracted metadata. However, the ratio regarding the non-revival of informal trust arrangements upon the annulment of a reconveyance deed and the strict application of Section 7 of the Civil Law Act is expected to be followed in future trust disputes involving immovable property. The case reinforces the established lineage of Tan Boon Heng and Cheong Soh Chin.

Legislation Referenced

• Civil Law Act 1909 (2020 Rev Ed), Section 7
• Civil Law Act (2020 Rev Ed), Section 7

Cases Cited

• Applied: Tan Boon Heng v Lau Pang Cheng David [2013] 4 SLR 718
• Referred to: Tio Geok Hong Bryan v Korbett Pte Ltd [2025] SGHCR 8
• Referred to: Credit Suisse Trust Limited v Ivanishvili, Bidzina [2024] 2 SLR 164
• Referred to: Innovative Corp Pte Ltd v Ow Chun Ming [2023] 3 SLR 1488
• Referred to: UVJ v UVH [2020] 2 SLR 336
• Referred to: Abhilash s/o Kunchian Krishnan v Yeo Hock Huat [2019] 1 SLR 873
• Referred to: Saeng-Un Udom v Public Prosecutor [2001] 2 SLR(R) 1
• Referred to: Re Medora Xerxes Jamshid [2024] 5 SLR 1006
• Referred to: Cheong Soh Chin v Eng Chiet Shoong [2019] 4 SLR 714

Source Documents

• Original judgment PDF: Download (PDF, hosted on Legal Wires CDN)
• Official eLitigation record: View on elitigation.sg