Case Details
- Citation: [2025] SGHCR 8
- Title: Tio Geok Hong Bryan v Korbett Pte Ltd and another and another suit
- Court: High Court of the Republic of Singapore (General Division)
- Date of decision: 28 April 2025
- Judges: AR Gan Kam Yuin
- Proceedings: Suit No 304 of 2022 (Taking of Accounts and Inquiries No 2 of 2024) and Suit No 356 of 2022 (Taking of Accounts and Inquiries No 1 of 2024)
- Plaintiff/Applicant: Tio Geok Hong Bryan (Bryan)
- Defendants/Respondents: Korbett Pte Ltd (Korbett) and Lee Wee Ching (Lee) (with additional defendants in Suit 356 including Wang Piao (Wang), Low Xuefen, and Legora Asia Pte Ltd)
- Legal areas: Civil Procedure — Consent judgments; Land — Interest in land; Trusts — Breach of trust
- Statutes referenced: Civil Law Act; Civil Law Act 1909
- Key procedural posture: Interlocutory judgments entered by consent; subsequent trial limited to taking of accounts and inquiries (APP and FABI)
- Judgment length: 46 pages; 13,321 words
- Related consent interlocutory judgments (CIJs): Entered 4 September 2023
- Hearing dates: 2–5 December 2024, 27 January 2025, 21 February 2025
Summary
This decision concerns the High Court’s determination of what profits a trustee must account for and disgorge following breaches of fiduciary duty, and the scope of the accounting exercise owed to beneficiaries. The proceedings arose from two related suits (Suit 304 and Suit 356) in which the plaintiffs (Bryan and Wang) sought (i) an account of profits (“APP”) and (ii) a full account of their beneficial interests in a property (“FABI”). The trustee, Korbett, held legal title to a property at 26A Hillview Terrace, Singapore 669238 (“Property”) under a trust deed dated 10 September 2016.
Crucially, the parties had already agreed by consent interlocutory judgments that the trust deed remained in effect, that Bryan and Wang each held a 25% beneficial interest in the Property, and that Korbett must provide (a) an account of all profits obtained as a result of breaches of fiduciary duties owed to Bryan and Wang and pay those profits to them, and (b) a full account in respect of their respective 25% beneficial interests. The trial before AR Gan Kam Yuin therefore focused on the mechanics and substance of the accounting: what profits fall within the APP, whether those profits were obtained as a result of breaches, and the nature and extent of the account to be provided.
What Were the Facts of This Case?
Korbett was the legal owner of the Property and held it on trust for Bryan, Wang, Lee, and Chen pursuant to a Trust Deed dated 10 September 2016. Under the trust arrangement, Bryan and Wang each had a 25% share of the beneficial interest, and Lee also had a 25% share. Chen initially held the remaining 25% beneficial interest, but Chen later dropped out of the picture. The litigation did not require the court to decide whether Chen’s 25% interest belonged to Korbett or to Lee after Chen’s withdrawal, because the consent orders and the issues before the court were framed around Bryan’s and Wang’s 25% shares.
Operationally, Korbett financed the purchase of the Property through a loan from OCBC, which was later refinanced with DBS. Korbett made the mortgage payments to the respective banks. It also paid property tax and insurance, collected rent from various entities for use of parts of the Property, and paid for renovation and outfitting. These activities became relevant to the accounting exercise because they formed the factual matrix for determining what “profits” Korbett had obtained and whether those profits were causally linked to breaches of fiduciary duty.
On 4 March 2021, on Lee’s initiative, Bryan and Wang executed a deed of reconveyance transferring their shares in the Property to Korbett. In return, Bryan and Wang received payment from Korbett described as their respective shares of the net sale proceeds of Korbett’s sale of the Property. However, Bryan and Wang later discovered that there had in fact been no sale of the Property. They commenced Suit 304 and Suit 356 in 2022 seeking relief. Before trial, the parties agreed that the deed of reconveyance was null and void and that the Trust Deed continued to be in effect. Those positions were reflected in the consent interlocutory judgments.
The consent interlocutory judgments entered on 4 September 2023 were pivotal. They established the continuing validity of the Trust Deed, confirmed Bryan and Wang’s beneficial ownership shares, and required Korbett to provide: (1) an account of profits obtained as a result of Korbett’s breaches of fiduciary duties owed to Bryan and Wang as set out in the amended statements of claim, together with payment of those profits to Bryan and Wang (the “APP”); and (2) a full account in respect of Bryan’s and Wang’s respective 25% beneficial interests in the Property (the “FABI”). The trial therefore proceeded on the basis that liability for accounting and disgorgement (at least in principle) had been consented, leaving the court to determine the scope and content of the accounting.
What Were the Key Legal Issues?
The court identified four issues. Issues 1, 2 and 3 related to the APP, while Issue 4 related to the FABI. Issue 1 asked what profits were to be accounted for. Bryan and Wang argued that Korbett should account for three categories: (a) rent for Korbett’s occupation of the Property; (b) monthly sums received from Global Techsolutions (S) Pte Ltd (“GTSS”); and (c) a further sum of S$23,000 received from GTSS (“23,000 GTSS”).
Issue 2 asked whether the profits were obtained by Korbett as a result of breaches of Korbett’s fiduciary duties owed to Bryan and Wang, as pleaded in the amended statements of claim. Issue 3 then asked what amount of profits Korbett was to pay to Bryan and Wang, including whether Bryan and Wang should receive all of the profits to be accounted for. Finally, Issue 4 asked the nature and extent of the account Korbett was to provide, including whether it should cover mortgage payments, property tax and insurance, and renovation and outfitting.
Although the consent interlocutory judgments already mandated an account and payment, the substantive legal work in this decision lay in determining which items qualify as “profits” within the APP, and the evidential and legal tests for causation and burden of proof in fiduciary accounting cases.
How Did the Court Analyse the Issues?
The analysis began with the burden of proof and the legal framework for accounts of profits for breach of fiduciary duty. Bryan and Wang argued that the burden lay on the defaulting fiduciary (Korbett) to show that the profit was not one for which it should account, and that any doubt should be resolved in favour of the beneficiaries. They relied on Murad and another v Al-Saraj and another [2005] All ER (D) 503 (Jul), particularly the proposition that, for policy reasons, the court places the burden on the fiduciary to show that the profit is not one for which it should account.
Korbett contended that the question of burden of proof in an account of profits was unsettled, relying on UVJ and others v UVH and others and another appeal [2020] 2 SLR 336. Korbett’s position was that the Court of Appeal had raised doubts and left open which party bears the burden. The High Court rejected Korbett’s reading. It held that UVJ did not directly deal with burden of proof; the paragraphs relied upon by Korbett concerned causation rather than burden. The court also noted that, where the Court of Appeal considered Murad, it did so in the context of causation and did not express contrary views on the burden proposition in Murad. Further, the High Court pointed out that Cheong Soh Chin and others v Eng Chiet Shoong and others [2019] 4 SLR 714 had agreed that the burden lay on the fiduciary to show that the profit was not one for which it should account and had cited Murad, and that UVJ did not criticise that holding.
With the burden issue resolved, the court turned to causation for each category of profit. The consent orders required Korbett to account for profits obtained “as a result of” breaches of fiduciary duties owed to Bryan and Wang. The court therefore treated causation as a necessary element: the profits sought to be disgorged must be caused by the breaches. This approach aligns with the Court of Appeal’s emphasis in UVJ that deterrence should not become a “password to avoid causation”.
For Issue 1(a), rent for Korbett’s occupation of the Property, the court accepted that Korbett occupied the Property from March 2021 until a tenant was found in April 2024 and did not pay rent for that occupation. The dispute was not whether Korbett occupied the Property, but whether the rent (or imputed rent) should be treated as a profit to be accounted for and, if so, whether it was obtained as a result of fiduciary breaches. The court’s reasoning (as indicated in the extract) proceeded by examining what had to be pleaded and how the “rent-free agreement” featured in the pleadings. This reflects a recurring theme in fiduciary accounting: the court must identify the precise breach alleged and then determine whether the profit item is sufficiently connected to that breach.
For Issue 1(b) and (c), the monthly sums and the S$23,000 received from GTSS, the court similarly had to determine whether these receipts constituted “profits” within the meaning of the APP and whether they were obtained as a result of the pleaded fiduciary breaches. The extract indicates that the court treated these as separate categories, implying that the causation analysis would not be generic but would depend on the factual and legal link between each receipt and the breach. This is consistent with the court’s earlier insistence that causation is an essential requirement for disgorgement.
Issue 3 required the court to quantify the profits and decide whether Bryan and Wang were entitled to all of them. The consent orders required payment of “all of the said profits” to Bryan and Wang, but the court still needed to determine the correct allocation and the amount. This necessarily involved careful accounting and, based on the procedural history, expert evidence was adduced (Bryan and Wang called an expert, Png Poh Soon, and Korbett called Ms Stella Seow Lee Meng). The court also had to consider what deductions or adjustments might be relevant, particularly where Korbett had made mortgage payments, paid property tax and insurance, and incurred renovation and outfitting costs.
Issue 4, the FABI, required a full account of Bryan’s and Wang’s respective 25% beneficial interests. The extract lists categories that were likely part of the accounting scope: mortgage payments, property tax and insurance, and renovation and outfitting. The presence of numerous invoices (spanning 2016 to 2024) suggests that the court had to examine documentary evidence to determine what expenditures were properly attributable to the Property and how they should be reflected in the beneficiaries’ beneficial interest accounting. In other words, the FABI is not merely a profit-disgorgement exercise; it is a broader accounting of the beneficiaries’ interest, which may involve both inflows and outflows.
What Was the Outcome?
The decision, delivered after a trial limited to the taking of accounts and inquiries, determined the scope of the APP and the FABI in accordance with the consent interlocutory judgments and the court’s findings on causation, burden of proof, and quantification. The court’s orders required Korbett to provide the relevant accounts and to pay the profits that fell within the APP to Bryan and Wang, consistent with the agreed framework that Korbett had to account for profits obtained as a result of fiduciary breaches and to provide a full account of the beneficiaries’ beneficial interests.
Practically, the outcome is significant because it clarifies how courts in Singapore approach the evidential burden and causation analysis in fiduciary accounting cases, and how they structure the accounting exercise into (i) disgorgement of profits causally linked to breach and (ii) a full accounting of beneficial interest that may require detailed examination of mortgage, tax, insurance, and renovation expenditures.
Why Does This Case Matter?
This case matters for practitioners because it provides a structured approach to fiduciary accounting in Singapore, particularly where consent orders already establish liability in principle but leave open the content of the account. The court’s treatment of burden of proof and causation is especially relevant. By rejecting Korbett’s attempt to treat UVJ as unsettled on burden, the decision reinforces that, in an account of profits for breach of fiduciary duty, the defaulting fiduciary bears the burden of showing that a profit is not one for which it must account, while causation remains a necessary requirement for disgorgement.
For litigators, the decision also illustrates the importance of pleading and framing. The court’s discussion of what had to be pleaded in relation to rent for Korbett’s occupation indicates that the classification of an item as a profit within the APP is not purely economic; it is legally anchored to the pleaded fiduciary breach and the causal link between breach and gain. This has direct implications for drafting amended statements of claim and for preparing evidence to meet or rebut causation.
Finally, the case demonstrates how courts handle complex accounting where multiple streams of receipts and expenditures exist. The separation between APP and FABI is a practical tool: APP focuses on profits to be disgorged due to breach, while FABI focuses on the beneficiaries’ beneficial interest and may require a broader accounting of costs and contributions. This distinction can guide both claimants and trustees in structuring their accounting submissions, expert reports, and documentary evidence.
Legislation Referenced
- Civil Law Act (Singapore)
- Civil Law Act 1909 (as referenced in the judgment)
Cases Cited
- [2005] All ER (D) 503 (Jul) — Murad and another v Al-Saraj and another
- [2020] 2 SLR 336 — UVJ and others v UVH and others and another appeal
- [2019] 4 SLR 714 — Cheong Soh Chin and others v Eng Chiet Shoong and others
- [2022] EWHC 690 (Comm) — Recovery Partners GP Ltd and another v Rukhadze and others (mentioned in the extract)
- [2017] SGHC 15
- [2018] SGCA 3
- [2025] SGHCR 8 (this case)
Source Documents
This article analyses [2025] SGHCR 8 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.