Gimpex Limited v Unity Holdings Business Ltd and others and another appeal

Chao Hick Tin JA (delivering the judgment of the court):

(a) Param and Vinay are to have their costs, as one set of costs, in defending against Gimpex’s conspiracy and piercing of the corporate veil claims.

(b) Gimpex is to have the costs of its claim against Unity and the costs of the counterclaim mounted by the defendants.

[2] Gimpex, by way of Civil Appeal No 160 of 2013 (“CA 160/2013”), appealed the trial judge’s dismissal of its claim for unlawful conspiracy and refusal to pierce the corporate veil. Gimpex also argued that the trial judge should have determined the damages due to Gimpex for breach of contract for two reasons. First, the evidence was already adduced before the court. Second, there was no need to remit the question of damages to be assessed by an assistant registrar. The defendants, by way of Civil Appeal No 161 of 2013 (“CA 161/2013”), cross-appealed the trial judge’s decision allowing Gimpex’s claim for breach of contract, and dismissal of Unity’s counterclaim.

[3] On 9 February 2015, we dismissed CA 161/2013. We also dismissed most of Gimpex’s contentions in CA 160/2013 ie, those concerning its conspiracy claim and its request for the corporate veil to be pierced., But we agreed with Gimpex that the trial judge should have determined the damages suffered by Gimpex for the breach of contract payable by Unity. Accordingly, we determined the quantum of damages due to Gimpex and set aside the trial judge’s order for the damages due to Gimpex to be assessed by an assistant registrar. Our decision is reported in Gimpex Limited v Unity Holdings Business Limited and others [2015] SGCA 8 (“CA Substantive Judgment”).

(a) The costs orders made by the trial judge as stated above (at [1]) are to stand, except that the costs which Gimpex is entitled to from Unity for its breach of contract claim shall include the costs incurred for proving damages which we have determined.

(b) Param and Vinay are to have their costs in CA 160/2013. Unity is to have only 75% of its costs in CA 160/2013 as Gimpex has succeeded in the point in relation to the assessment of damages which are payable to it by Unity. In determining the costs due to Param, Vinay or Unity, the taxing registrar shall bear in mind the fact that the same solicitors acted for all the defendants at the trial as well as the appeal.

(c) Gimpex is to have the costs in CA 161/2013.

(d) The defendants shall have their costs (one set) in Summons No 2803 of 2010 which was an application by the defendants to set aside an injunction restraining the defendants from receiving payment under the letter of credit (the injunction was premised on the conspiracy claim mounted by Gimpex which it had failed to establish).

(e) All costs are to be taxed if not agreed.

[6] We are aware that (1) we had refused to lift the corporate veil to make Vinay personally liable for the acts of Unity and Param because there were insufficient bases for doing so; and (2) we did not find that there was any conspiracy among the defendants in the CA Substantive Judgment. That said, it does not follow that they did not share a common interest as far as the entire proceeding was concerned. In fact, we find that there was a common interest among them from the way that they conducted their defence.