Luo Li v Corpbond Holdings Pte Ltd and another ( Chan Wing Hang , third party) [2025] SGHC 208

Luo Li, the claimant in this action (“OC 144”) is suing the defendants Corpbond Holdings Pte Ltd and Niu Liming in respect of a loss of S$1,800,000 by reason of, among other claims, a breach of contract by the defendants. The claimant asserts that she paid S$1,800,000 for shares in a company called New Star. New Star then lent that sum to NutryFarm. She alleges that the defendants were bound by contract and fiduciary duty to ensure that NutryFarm repaid the loan. The claim by Luo Li against the defendants seems a convoluted one, but it appears to me that this is the result of the inability of the solicitors to narrate a coherent story. The salient aspect appears to concern an extension of time for the repayment of the $1,800,000 which Luo Li claims that the defendants had no right or authority to extend.

The defendants in turn, are suing Chan Wing Hang (“Chan”), by way of a third party notice dated 24 January 2025 (“TP Notice”), and a Joint Statement of Claim dated 6 May 2025 (“TP SOC”), for fraudulent and negligent misrepresentation. They claim that should they be found liable to the claimant, they should be compensated by Chan because he had misrepresented to them that he was Luo Li’s agent and had the authority to authorise the extension of the loan. Chan applied by SUM 1584 of 2025 to strike out the TP Notice and TP SOC. His application was dismissed by the Assistant Registrar (“AR”). This is Chan’s appeal against that dismissal.

The learned AR had rejected the application because, in his view, Chan has not shown that the TP Notice and TP SOC disclosed no reasonable cause of action or that it is in the interests of justice to strike out the pleadings. On appeal, Ms Jennifer Lim (“Ms Lim”), counsel for Chan submits as follows:

No Reasonable Cause of Action ground

Ms Lim submits that the TP Notice and TP SOC do not disclose a reasonable cause of action. She says that the defendants have not made out the elements of false representation of fact and reliance, which are necessary for a claim in both fraudulent and negligent misrepresentation. She says that the particulars that were provided in the TP SOC are insufficient to establish the elements of the claim.

The defendants disagree. They say that all material facts in support of their claim have been pleaded. They assert that the objections from Chan are on the weaknesses of the case, and weaknesses are not sufficient grounds to warrant the striking out of the TP SOC.

I agree with the defendants. A case against a third party can be struck out under Order 9 Rule 16 of the Rules of Court 2021 (“ROC 2021”) if it discloses no reasonable cause of action. The term “reasonable cause of action” has been interpreted by the Court of Appeal in Gabriel Peter & Partners (suing as a firm) v Wee Chong Jin and others [1997] 3 SLR(R) 649 at [21]:

Here, the case disclosed in the TP SOC is sufficiently detailed to found a claim for negligent and fraudulent misrepresentation. Chan’s objections to the TP SOC concern the weakness of the defendants’ case, but that goes to the merits, which are matters for the trial judge to determine. For example, counsel argues that the defendants present contradictory positions in establishing the “reliance” element. On one hand, the defendants are claiming that they did not require any consent from Luo Li. But on the other hand, they claim that they had relied on Chan’s representations. Although, this may not be helpful to the defendants in the main action, it is for them to explain it at trial. It is not an issue to be determined at this juncture. What is important is that, assuming the allegations in the pleadings are true, there is a cause of action disclosed, and it does raise questions fit to be decided at trial.

As observed by the learned AR, if Chan believes he is entitled to more particulars about the case against him, he can make an application for further and better particulars. However, I am convinced that the TP SOC has disclosed a reasonable cause of action. I therefore dismiss this ground of Chan’s appeal.

Interest of Justice ground

Order 9 Rule 16 of the ROC 2021 also permits a claim to be struck out if it would be in the interests of justice to do so. The Court of Appeal in The “Bunga Melati 5” [2012] 4 SLR 546 at [39], held that this power is exercised when an action is “plainly or obviously” unsustainable, meaning, when an action is either:

Here, Ms Lim argues that the TP SOC is factually unsustainable. She says that the particulars provided in the TP SOC makes no explicit reference to a conversation that purportedly mentioned the loan agreement in dispute. I disagree with counsel that this is sufficient to strike out the TP SOC. As observed by the learned AR, it just means that this evidence may not be sufficient to support the complaint. It does not mean that the claim is “entirely without substance” or “fanciful”. Based on the TP SOC, and on Chan’s own evidence, there was an exchange of information and views on the loan transaction which involved the claimant, Luo Li. Further, the conversations also refer to a relationship between Chan and the claimant as alleged. These allegations of fact are not directly contradicted by any of the documents produced, let alone contradicted “clear[ly] beyond question”. Therefore, the conversation does form some basis of a claim. It is only appropriate for these matters to be explored in full at trial. The consideration of evidence, the probabilities of a claim or the defence are matters for the trial judge. Accordingly, I dismiss the appeal on this ground, as well.