High Court · Decided 20 August 2026

The Tyrell Solution Pte Ltd v Nasrat Lucas Muzayyin and another matter

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[2026] SGHCR 35Case no. Originating Claim No 496 of 2025 / Summonses Nos 1808 and 1863 of 2026

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Grounds of decision

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[1] The four single applications pending trial (“SAPTs”) before me arise in two related actions that will be heard together at trial. The parties seek further and better particulars (“FBPs”), specific production of documents and permission to file further pleadings. While such applications are a familiar feature of pre-trial litigation, these SAPTs have been filed in circumstances where affidavits of evidence-in-chief (“AEIC”) have been filed before the exchange of documents, under what is commonly referred to as the “AB4D” procedure. This invites consideration of how applications for FBPs should be approached where AEICs are already on the table and how this dovetails with the purposes that the AB4D procedure is designed to serve. The specific production applications also raise questions relating to the “plain and obvious” standard, the treatment of known adverse documents within private or internal correspondence, and implied waiver of legal professional privilege.
Background facts
The parties’ actions
[2] In HC/OC 496/2025 (“OC 496”), The Tyrell Solution Private Limited (“TSPL”) seeks to recover a sum of US$700k (“Loan”) from one Mr Nasrat Lucas Muzayyin (“Mr Muzayyin”). This sum had been disbursed under a loan agreement dated 3 July 2018 (“Loan Agreement”) but it has not been repaid.
[3] Mr Muzayyin’s primary defence is that the sum was not a loan, but a fee he received for his role in brokering a corporate acquisition pursuant to a “Brokering Fee Agreement”. It is therefore a sum to which he is entitled and the Loan Agreement was entered into merely as a sham.
[4] His defence is founded on certain understandings that he claims to have reached with one Mr Peter Bartlett (“Mr Bartlett”). According to Mr Muzayyin, Mr Bartlett was TSPL’s representative, controlling mind and beneficial owner, and had ostensible authority to act on its behalf in all dealings and interactions with Mr Muzayyin.
[5] TSPL’s position is diametrically opposed. It says that its real decision-maker is one Ms Audrey Thiam (“Ms Thiam”), who is its sole shareholder and sole director, and who had to make all material decisions. It rejects Mr Muzayyin’s claim that Mr Bartlett incorporated TSPL in March 2017 to conduct his business dealings and investments; that Ms Thiam is but a nominee director; and that Mr Bartlett has the wide authority that has been asserted. It also maintains that the Loan Agreement was genuine and enforceable. Should the court find otherwise, however, it argues that Mr Bartlett and Mr Muzayyin had engaged in an unlawful means conspiracy pursuant to a “Conspiracy Agreement”. The unlawful means include the creation of the Loan Agreement as a sham and breaches of Mr Bartlett’s fiduciary duties to TSPL.
[6] In some ways, HC/OC 585/2025 (“OC 585”) can be understood as a mirror image of OC 496. OC 585 was commenced by Mr Muzayyin, who seeks a declaration that the Loan Agreement is unenforceable, or alternatively, that TSPL is estopped from enforcing it. In addition to TSPL, he brings Mr Bartlett in as the third defendant, so that if the court were to conclude that the Loan Agreement is enforceable, Mr Bartlett might be ordered to pay damages for his misrepresentations about the Loan. Under that same alternative case, Mr Muzayyin also seeks an order that Tyrell Offshore Solutions Private Limited (“TOSPL”), the second defendant in OC 585, pay the sum of US$700k to him.
[7] This last point warrants some context-setting. TOSPL is a wholly-owned subsidiary of TSPL. As with TSPL, Mr Muzayyin claims that Mr Bartlett was TOSPL’s representative, controlling mind and ultimate beneficial owner, and that he had ostensible authority to act on its behalf in all dealings with Mr Muzayyin, whereas TOSPL claims that Ms Thiam’s concurrence was needed for all material decisions as its sole director. To appreciate the relevance of TOSPL to the dispute, a few words should be said about the corporate acquisition I alluded to earlier.
[8] Here, the precise facts are subject to some dispute and my summary should be understood in that light. Mr Muzayyin and Mr Bartlett have had business dealings since 2010. In 2017, Mr Bartlett informed Mr Muzayyin of an opportunity to invest in or acquire a group of companies known as Rubicon. These discussions also included one Mr Roger Chia (“Mr Chia”). An agreement was reached that the acquisition would be funded through the companies of Mr Muzayyin and Mr Chia, which are Sebrina Holdings Pte Ltd (“SHPL”) and Oro Development Private Limited (“Oro”) respectively. A new entity, Faro III (“Faro”), would also be incorporated to facilitate the acquisition. SHPL and Oro would receive returns based on their capital and cash injections, while TOSPL would be issued preference shares in Faro.
[9] Crucially, a sum of US$900k would be paid by Faro to TOSPL following the acquisition. The sum of US$700k that Mr Muzayyin received (and which forms the subject of the present actions) is said to have originated from this US$900k sum. The parties advance sharply contrasting narratives as to what the sum represents.
[10] On Mr Muzayyin’s case, in mid to late 2017, Mr Bartlett had requested a brokering fee for his role in the acquisition of Rubicon. It was ultimately agreed between Mr Bartlett and Mr Muzayyin that Mr Bartlett would receive US$200k while Mr Muzayyin would receive US$700k. The mechanics of payment were agreed among Mr Bartlett, Mr Muzayyin and TOSPL: Faro would pay a sum of US$900k to TOSPL, and TOSPL would transfer the sums of US$200k and US$700k to Mr Bartlett and Mr Muzayyin respectively. This is what the parties have come to refer to as the (purported) “Brokering Fee Agreement”.
[11] Around May to July 2018, Mr Muzayyin and Mr Bartlett resumed discussions on the performance of the Brokering Fee Agreement, including where and when Mr Muzayyin’s brokering fee was to be paid. After some discussion, Mr Bartlett informed Mr Muzayyin that the fee would be paid by TSPL instead of TOSPL, and proposed that the payment be documented as a loan for internal business reasons. On Mr Muzayyin’s case, this was the genesis of the Loan Agreement. Mr Bartlett also represented to Mr Muzayyin that the Loan Agreement would not be enforced and that the “Loan” was not a loan that Mr Muzayyin had to repay.
[12] On this basis, Mr Muzayyin claims that the sum of US$700k he received was not a loan but the agreed brokering fee. However, if the court were to find that it represents the loan under the Loan Agreement, this would mean that Mr Muzayyin has yet to be paid the brokering fee. This explains why TOSPL has been made a defendant in OC 585, so that it might be ordered to pay the brokering fee to Mr Muzayyin.
[13] Turning to TSPL and TOSPL’s case, they disavow knowledge of the Brokering Fee Agreement, which would in any event have been entered into without authority and without consideration. They contend that the agreement to acquire Rubicon did not envisage a brokering fee being paid, only that Faro would pay a consultancy fee of US$900k to TOSPL (“Consultancy Fee”). The Loan Agreement is therefore a genuine and binding agreement, pursuant to which Mr Muzayyin is indebted. If Mr Muzayyin had entered into the Loan Agreement without the intention of repaying the Loan, then he would have intentionally deceived TSPL and Ms Thiam and dishonestly induced them into lending him money.
Procedural history
[14] On 25 June 2025, TSPL initiated arbitration proceedings pursuant to the Loan Agreement. On 26 June 2025, TSPL commenced OC 496 but did not serve process on Mr Muzayyin. According to TSPL, it was only after Mr Muzayyin submitted his response to the notice of arbitration on 23 July 2025 that many of the matters above came to light, such as the allegation that the Loan Agreement was a sham. As this appeared to be a prima facie case of fraud, and as such a cause of action would lie beyond the ambit of the parties’ arbitration agreement, TSPL requested that arbitration proceedings be suspended so that separate proceedings could be pursued. Mr Muzayyin agreed.
[15] Around the same time, Mr Muzayyin commenced OC 585 on 25 July 2025 and served process on TSPL and TOSPL on 31 July 2025. This meant that while OC 496 was filed first, OC 585 was served first. Having seen Mr Muzayyin’s statement of claim (“SOC”) in OC 585, TSPL sought permission on 18 August 2025 to amend its SOC in OC 496. Permission was granted, and the amended SOC (which I shall refer to as the OC 496 SOC for simplicity) was filed and served on Mr Muzayyin on 9 September 2025.
[16] At a Registrar’s Case Conference (“RCC”) on 23 December 2025, the court noted the parties’ agreement that the AB4D procedure under O 9 r 8(1) of the Rules of Court 2021 (“ROC 2021”) should apply. At the following RCC on 27 January 2026, timelines were given for AEICs to be filed, and by-consent orders were made for both actions to be heard at the same time before the same judge, for evidence adduced in one action to be relied upon in the other, and for documents disclosed in one action to stand as disclosed in the other.
[17] Three AEICs were filed by Mr Muzayyin’s witnesses, viz, Mr Chia, one Ms Tioh and Mr Muzayyin himself. The sole witness of TSPL and TOSPL, Ms Thiam, filed her AEIC in March 2026 (“Ms Thiam’s 1st AEIC”) and a supplemental AEIC in May 2026 (“Ms Thiam’s 2nd AEIC”). In this judgment, I will be referring principally to Mr Muzayyin’s AEIC and Ms Thiam’s two AEICs.
[18] To date, Mr Bartlett has not filed a notice of intention to contest or not contest OC 585 and has not participated in proceedings.
[19] In June 2026, the parties filed the four SAPTs (viz, HC/SUM 1807/2026 (“SUM 1807”), HC/SUM 1808/2026 (“SUM 1808”), HC/SUM 1862/2026 (“SUM 1862”) and HC/SUM 1863/2026 (“SUM 1863”)), which may be summarised as follows:
[20] Given that TSPL and TOSPL have common legal representation and their interests and cases are aligned, I will adopt the shorthand “TS” in this judgment where I refer to both entities or where the distinction between them is not material. Where it matters, TSPL and TOSPL will be individually named. Singular verbs are used with “TS” solely for grammatical convenience.
Issues to be decided
[21] I will first summarise the legal principles governing applications for FBPs and specific production, before addressing the SAPTs in the following sequence:
[22] My discussion of the legal principles will focus on four questions in particular:
(a) In an application for FBPs, what does it mean for particulars to be “necessary on the facts of the case” under O 9 r 13 of the ROC 2021?
(b) In an application for FBPs where AEICs have been filed, what recourse can be had to the AEICs in determining whether particulars are necessary?
(c) In an application for specific production, can a requested party’s general non-compliance with its disclosure obligations, without more, show that it is plain and obvious that there are further documents to be produced or accounted for?
(d) In an application for specific production, what order(s) would be appropriate where the parties have not submitted that the proscription in O 11 r 5(2) of the ROC 2021 applies (ie, that the requested documents are part of the requested party’s private or internal correspondence), but it nevertheless appears likely that this would be the case?
[23] In the course of addressing the individual applications, I will also have occasion to consider some of the pleading requirements that apply to fiduciary duties (at [93] below), conspiracies (at [153] below), sham agreements (at [166] below) and ostensible authority (at [180] below), as well as the doctrine of implied waiver in the context of legal professional privilege (at [274] below).
The law on further and better particulars
General principles
[24] Under O 9 r 13 of the ROC 2021, the court may order a party to serve particulars of any matter stated in its pleading on any other party if the court is of the opinion that the particulars are necessary on the facts of the case.
(a) Order 9 rule 13 expressly clarifies that the standard for ordering particulars is whether the particulars sought are necessary on the facts of the case; and
(b) the power to order particulars should be exercised having regard to the ideals in O 3 r 1(2) of the ROC 2021 (the “Ideals”).
[26] In my view, the touchstone of necessity provides a useful lens for approaching an application for FBPs. I suggest that there are two senses in which FBPs must be necessary: (a) there must be a need to be met, and (b) an order for FBPs should be the necessary procedural tool.
[27] First, there must be a need to be met. This is directed at the purposes that an order for FBPs is meant to serve. It is well accepted that FBPs serve to:
See Hii Yii Ann and another v Tiong Thai King and another [2024] 6 SLR 96 (“Hii Yii Ann”) at [10]; Element Six Technologies Ltd v IIa Technologies Pte Ltd [2017] SGHCR 16 (“Element Six Technologies”) at [12(a)]; AstraZeneca AB (SE) v Sanofi-Aventis Singapore Pte Ltd [2013] SGHCR 7 at [12]; Singapore Civil Procedure 2026 vol I (Cavinder Bull SC gen ed) (Sweet & Maxwell, 2026) at para 9/13/1.
[28] Under this rubric, the key question is whether there exists a genuine need for FBPs, based on an objective assessment of the parties’ cases. It is easy for a party to assert, for example, that it would be desirable to tie the hands of the pleading party so that it cannot go into matters not pleaded or advance a shifting or inconsistent case at trial. But if what lies at the root of such a submission is speculation as to how the pleading party might run its case at trial, or if the risk of inconsistent cases is more apparent than real, then it would be hard to see why there would be a genuine need for FBPs. Similarly, while rational litigants would understandably want to minimise surprises at trial, a degree of uncertainty is unavoidable in most forms of litigation. The kind of surprise that an application for FBPs is concerned with would, in the main, be the sort of surprise that arises from a party not having fair notice of the nature of the case it has to meet: Access Medical at [19(a)]. In my respectful view, the underlying concern was well-captured by Saville LJ in BA Pension Trustees Ltd v Sir Robert McAlpine & Sons Ltd (1994) 72 BLR 26 at 33 (cited locally in Sharikat Logistics Pte Ltd v Ong Boon Chuan and others [2011] SGHC 196 (“Sharikat Logistics”) at [7]):
[29] Seen in this light, what the standard of necessity provides is a disciplining effect that ensures that FBPs are only ordered where they are genuinely needed.
[30] Second, an order for FBPs should be the necessary procedural tool. In other words, the court should be of the opinion that FBPs are what is needed, as opposed to some other mode of eliciting or elucidating the pleading party’s case.
[31] At a basic level, if FBPs would not serve the purpose for which they were requested even if they were ordered and answered, they would not be necessary: Access Medical at [28]. At a broader level, FBPs are not meant to perform functions that properly belong to other procedural tools and processes, such as amendment of pleadings, documentary production and cross-examination. This principle is well established. In Pang Kim Guan v Lee Cheng Liam [1968–1970] SLR(R) 206 at [6], the Federal Court of Singapore cited the Halsbury’s Laws of England for the proposition that “a party is not entitled to an order of particulars for the purpose of ascertaining the evidence upon which his opponent proposes to prove his case, nor is it the function of particulars to fill gaps in a statement of claim from which a material statement has been omitted”.
[32] The distinction between pleadings and evidence was clearly articulated in James Fitzjames Stephen QC, An Introduction to the Indian Evidence Act (Thacker, Spink & Co, 1904) at pp 10–11. As the learned author explained:
[33] In short, particulars should seek to inform the opposing party of the nature of the case it has to meet, as opposed to the mode in which it is to be proved: Hii Yii Ann at [10]; Surge Electrical Engineering Pte Ltd v Powertec Engineers Pte Ltd [2002] SGHC 280 at [12].
[34] A further distinction is drawn between a pleading defect that can be addressed through the provision of FBPs and one that can only be remedied through an amendment of pleadings. Particulars are not a substitute for necessary averments in a pleading and they cannot be used to “state the material facts omitted from the [pleading] in order, by filling the gaps, to make good an inherently bad pleading”: Pinson v Lloyds and National Provincial Foreign Bank Ltd [1941] 2 KB 72 at 75 (per Scott LJ), cited in Oversea-Chinese Banking Corp Ltd v Argoglobal Underwriting Asia Pacific Pte Ltd and others [2025] SGHC 82 at [312].
[35] Nothing in what I have just stated should be controversial. What this summary seeks to articulate is how the standard of necessity in O 9 r 13 of the ROC 2021 (ie, that the particulars must be “necessary on the facts of the case”) might be used as an organising tool for the principles governing an application under O 9 r 13. But it also serves a second purpose, which is to provide a foundation for the more specific question I have to consider in this case: whether the principles governing an application for FBPs require any modification in an action where the AB4D procedure applies. This issue has arisen because the parties have invoked each other’s AEICs in their submissions on FBPs – for instance, to show that the opposing party already understands the nature of the case it has to meet. However, it is not self-evident that all such references would be permissible, and it would be necessary to approach such reliance on a more principled basis.
Further and better particulars in the AB4D context
[36] In Sharikat Logistics, the High Court explained the specific place that pleadings and particulars occupy in the litigation process in the following terms (at [8]–[9]):
[37] This rationalisation of the role of pleadings and particulars is based on a model of trial preparation that proceeds as a specific sequence of stages, from pleadings and particulars, to discovery and interrogatories, further to the filing of AEICs, and culminating in cross-examination at trial. But that is not the only model of trial preparation that exists. Under O 9 r 8(1) of the ROC 2021, after jurisdiction objections (if any) are dealt with and the parties have filed and served their pleadings, the court may “order the parties to file and serve their lists of witnesses or the [AEICs] of all or some of the witnesses simultaneously or in any sequence” before any exchange of documents (see also O 11 r 3(3)). This is the core of the AB4D procedure. Where such a procedure applies and an application for FBPs is made, the court will likely be deciding the application with the benefit of the AEICs having been filed: see O 9 r 9(1) and 9(4)(e) of the ROC 2021. This raises a question as to whether a different set of principles ought to govern applications for FBPs in AB4D cases, where the reasoning in Sharikat Logistics would arguably carry less force.
[38] In my view, the familiar principles governing applications for FBPs would continue to apply, but they ought to be informed by the aims of the AB4D procedure (see [39]–[41] below). This means that reliance may be placed on the AEICs filed, particularly to assess whether a genuine need for FBPs exists, though such reliance must be kept within principled bounds (see [43]–[45] below).
[39] The AB4D procedure was a recommendation of the Civil Justice Review Committee (“CJRC”) as part of the reforms to the Rules of Court. The CJRC had observed that under the prevailing procedural regime where AEICs were filed after discovery, (a) there was a risk of AEICs being adjusted to fit the evidence produced during discovery, and (b) AEICs were being filed too late in proceedings for them to assist in narrowing the issues in dispute and the scope of discovery: CJRC, Report of the Civil Justice Review Committee (Chairperson: Senior Minister of State for Law and Finance, Ms Indranee Rajah SC) (“Report of the Civil Justice Review Committee”) at para 67. By adopting the AB4D procedure, the following ends would be served (at para 68):
[40] The CJRC and Civil Justice Commission (“CJC”) recognised that the AB4D procedure could give rise to some concerns: see Report of the Civil Justice Review Committee at para 69; CJC and CJRC, Response to Feedback from Public Consultation on the Civil Justice Reports: Recommendations of the Civil Justice Commission and the Civil Justice Review Committee (11 June 2021) (“Response to Feedback”) at para 72. One such concern was that the parties may attempt to game the system by initially filing a bare AEIC with a view to filing a more substantive supplemental AEIC after production has taken place: Report of the Civil Justice Review Committee at para 69(d). Another was that the procedure may be incompatible with complex cases where the parties do not know the allegations or evidence they have to meet before discovery: Response to Feedback at para 61(d).
[41] In response to the various concerns, the CJRC and CJC highlighted the following:
(a) The intent behind the AB4D proposal is to shift the focus to witness evidence as early as possible, so that the case proceeds in a focused manner and the parties proceed on the basis of the strength of their case as opposed to the weaknesses of their opponents’ case. The parties and their counsel will engage in more thorough preparation of witness evidence at an early stage of proceedings, which will result in greater time and costs savings for the parties in the long run: Report of the Civil Justice Review Committee at para 70; CJRC and CJC, Public Consultation on Civil Justice Reforms: Recommendations of the Civil Justice Review Committee and Civil Justice Commission (26 October 2018) (“Recommendations of the CJRC and CJC”) at para 69; Response to Feedback at para 62; see also Singapore Rules of Court: A Practice Guide at para 09.022.
(b) The AB4D procedure is not intended for cases where the parties are unable to prepare their AEICs without production first taking place, especially where there is asymmetry of information. The draft rules would also be amended to expressly state that the court may order AEICs to be filed simultaneously or in any sequence: Report of the Civil Justice Review Committee at para 71; Recommendations of the CJRC and CJC at para 70; Response to Feedback at para 64.
[42] It may be gleaned from the above that:
(a) One of the key reasons for the AB4D procedure is to enable AEICs to be filed earlier in proceedings, so that they can facilitate the identification of crucial issues and narrow the issues in dispute. This would enable the case to proceed in a more focused manner.
(b) To ensure that this objective is realised, the parties and their counsel ought to engage in more thorough preparation of witness evidence at an early stage of proceedings. This should shift the focus of witness evidence to the case put forward through pleadings.
[43] Seen in this light, it would be contrary to the aims of the AB4D procedure to regard AEICs as being completely irrelevant to an application for FBPs. This would weaken the crucial role they play, especially under the AB4D procedure, in illuminating how the parties see and understand their cases based on their pleadings, in identifying what the crucial issues are, and ultimately in narrowing the issues in dispute. In particular, AEICs may shed light on whether there exists a genuine need for FBPs. They may reveal that purported ambiguities in a pleading are more theoretical than real, that certain premises are in fact common ground between the parties, or that a party has no real difficulty with understanding the nature of the pleading party’s case. They may also dispose of a contention that FBPs are needed to limit the generality of pleadings or evidence, where it is obvious from the AEICs that the parties have already limited their evidence in this way. Conversely, the AEICs may serve to reinforce an initial impression that a pleading may be ambiguous or that its generality ought to be delimited. Given that well-drafted pleadings generally set out only the party’s basic case (Sharikat Logistics at [8]; Access Medical at [19(b)]), AEICs would enable the court to reach a more informed view of how clear or how ambiguous a party’s pleaded case actually is. In turn, this would enable proceedings to advance in a more focused manner.
[44] At the same time, there ought to be principled limits on when and how an AEIC is relied on in an application for FBPs. I suggest that there ought to be at least three such limits:
(a) First, AEICs neither substitute for nor stand as the equivalent of pleadings in an originating claim. That would be a category error, and it would contradict the time-honoured rule that defects in pleadings cannot be cured by averments in affidavits: see [32] above and Yap Son On v Ding Pei Zhen [2017] 1 SLR 219 at [52]. Accordingly, the fact that an AEIC contains evidence on a given point or issue would not automatically mean that particulars are unnecessary. This is especially so since an AEIC may not always exhaustively reflect the four corners of a party’s case at trial or represent the last word of a witness on an issue. In a similar vein, that a witness has been able to produce an AEIC of remarkable detail or depth need not mean that there are no deficiencies in the pleading; it could mean instead that the witness has done his or her best to present evidence in spite of those deficiencies.
(b) Second, when a party seeks to show that a part of an AEIC relates to a particular part of a pleading, it should be apparent that the two are referable to each other. This is especially the case when the AEIC belongs to the opposing party’s witness. This need not be an express reference to the pleaded paragraph, but it should be clear from the structure and content of the relevant part of the AEIC that it is directed at the same aspect of the pleaded case.
(c) Third, the purpose for referring to an AEIC should be directed at the inquiry under O 9 r 13 of the ROC 2021. As I have suggested above, this means addressing whether the FBPs requested are necessary on the facts of the case, in the sense that: (i) there is a need to be met, and (ii) an order for FBPs would be the necessary procedural tool. Among other purposes, an AEIC should not be deployed for the purpose of showing that a pleaded position is wrong, unsustainable or unsupported by the evidence. The proper forum for assessing the sufficiency and probative value of the evidence is quite clearly the trial. As a convenient rule of thumb, the point should not be to assess whether the party’s pleaded case is correct, but to distil what the party’s case even is.
[45] In summary, in an application for FBPs where AEICs have been filed, it would be legitimate for the court and the parties to have recourse to matters stated in the AEICs, subject to the limits outlined at [44] above.
The law on specific production
General principles
[46] The basic principles that govern an application for specific production under O 11 r 3 of the ROC 2021 are well established:
See: Cachet Multi Strategy Fund SPC on behalf of Cachet Special Opportunities SP v Feng Shi and others [2025] 3 SLR 678, [2024] SGHCR 8 (“Cachet (AR)”) at [25]; Eng’s Wantan Noodle Pte Ltd and another v Eng’s Char Siew Wantan Mee Pte Ltd [2023] SGHCR 17 (“Eng’s Wantan Noodle”) at [48]–[50].
[47] I will consider more specific aspects of these principles where they are relevant to the individual requests, but there are two issues of a more general nature that I will deal with at the outset.
The plain and obvious standard
[48] The first issue relates to how a requesting party might show or evidence that the requested documents exist or that they are in the requested party’s possession or control (ie, the third baseline requirement at [46(a)(iii)] above). The specific question I have to consider is whether general non-compliance by the requested party with its disclosure obligations (eg, under an order for production made under O 11 r 2 of the ROC 2021) can establish, without more, that it is “plain and obvious” that there are further documents to be produced or accounted for. This issue arises because Mr Muzayyin has mounted this argument against TS in SUM 1807 (see [195] below). For reasons that I shall explain, I consider this to be possible in principle, but improbable in practice.
[49] The analysis of whether further documents exist and/or are in the requested party’s possession or control generally proceeds in three steps.
[50] First, the requesting party must have some reason or basis for believing that the documents are in the requested party’s possession or control. This condition is not difficult to satisfy, as a deposition on affidavit to the effect that the requested document is in the requested party’s possession or control is usually sufficient to constitute “sufficient evidence” of the same: Cachet (AR) at [25(a)(iii)], citing Eng’s Wantan Noodle at [50]. The requesting party may of course elect to flesh out the reasons for its belief in greater detail, in anticipation of having to establish that it is plain and obvious that further documents exist or existed, are or were within the requested party’s possession or control, or are not protected from production (see the third step at [54] below).
[51] Second, if the court is satisfied that there is “sufficient evidence” that the requested documents are in the requested party’s possession or control, it will go on to consider whether the requested party has a valid ground of objection. Such a ground ought to be deposed to in an affidavit, since a party who wishes to contest an application in an action must file and serve a reply affidavit that contains “all necessary evidence” in opposition to the application: O 3 r 5(5) and 5(7) of the ROC 2021; Wesley Widjaja v Ng Wei San (alias Oei Wei San alias Wilson Hasan Widjaja) and others [2025] 5 SLR 491 (“Wesley Widjaja”) at [46] and [48] (cf [45] and [68(c)]). In this regard, the requested party may depose that:
[52] In the alternative, the requested party may depose that:
(a) the requested documents were but no longer are in his possession or control, in which case he should explain when he parted with possession or control and what has become of such documents; or
(b) the requested party does not know or cannot confirm: (i) whether the requested documents were ever in his possession or control, or (ii) what has become of the requested documents that were previously in his possession or control.
[53] What these five grounds of objection broadly have in common is that they are either directed at demonstrating an inability to produce the requested documents (Rohan St George v 4Fingers Pte Ltd and another [2025] 5 SLR 206, [2024] SGHCR 9 (“Rohan St George”) at [18]) or, in the case of documents protected from production, the impermissibility of ordering production. However, a key difference between the grounds of objection in [51] and those in [52] is that the latter grounds may be addressed and explained in a subsequent, court-ordered affidavit under O 11 r 3(2) of the ROC 2021 instead: Lutfi Salim at [21]; Cachet (AR) at [25(c)]. Rule 3(2) provides that if the requested documents are not in the requested party’s possession or control, the court may order it to file an affidavit stating this, as well as whether it had such possession or control previously, and if so, when it parted with possession or control and what has become of the requested documents. In other words, where a party deposes in its reply affidavit that it does not have the requested documents in its possession or control, the court may nevertheless decide to make an order under O 11 r 3(2) for the other matters under that rule to be stated on affidavit. In line with [51(b)] above, I suggest that if a party never had the requested documents in its possession or control at any point in time, it would be more accurate and complete to state that it never had the requested documents, and not merely that it does not have them.
[54] This last point highlights the need for clarity and precision in stating the reason for the requested party’s inability to produce the requested documents. A requested party’s reply affidavit is generally taken as conclusive, at least in the context of the specific production application: Lutfi Salim at [22] and [46]. In my view, however, an affidavit can only be conclusive of the matters that it states. If a reply affidavit only discloses a partial inability to produce the requested documents (eg, because it only addresses some documents within a class of requested documents and is silent on the rest), then it is only conclusive of that partial inability, and the requested party would not have provided a complete answer to the request. Accordingly, the requested party’s deposition would be expected to: (a) address all documents that the production request relates to; (b) avoid sweeping or rolled-up statements (eg, that “no responsive documents exist and/or are in our possession or control”); (c) anticipate readily foreseeable objections and not throw up more questions than it answers; and (d) steer clear of equivocal terms that allow for prevarication (eg, by simultaneously relying on inconsistent grounds of objection): Wuhu Ruyi Xinbo Investment Partnership (Ltd Partnership) v Shandong Ruyi Technology Group Co, Ltd and another [2025] 4 SLR 1262 (“Wuhu Ruyi Xinbo”) at [70], [77] and [81]–[87]; Wesley Widjaja at [63]; Invest Partners Capital Group Pte Ltd v Deutsche Bank AG [2026] SGHCR 26 at [39]. These non-exhaustive parameters serve to ensure that the deposition is framed with clarity and precision, so that the reply affidavit provides a conclusive answer to the entirety of a given production request.
[55] Turning to the third step, where the court is satisfied that the requested party has raised a valid ground for objecting to a specific production request, the requesting party can attempt to persuade the court to go behind the reply affidavit. It can do so by showing that it is plain and obvious that the requested documents: (a) must exist or have existed, (b) must be or have been in the requested party’s possession or control, or (c) are not protected from production (Lutfi Salim at [32]; Cachet (AR) at [46]). This is regarded as an exception to the conclusiveness of the reply affidavit: Lutfi Salim at [22]. In essence, what the requesting party would be seeking to demonstrate is that there are further requested documents to be produced or accounted for. Naturally, the specific point that the requesting party has to show would be determined by the ground of objection that has been relied upon. For example, if the objection is that the documents were never in the requested party’s possession or control, then the requesting party would have to show that it is plain and obvious that they are or were in the requested party’s possession or control; to show that the documents exist would not fully answer the point.
[56] The “plain and obvious” standard imports a higher threshold than the “reasonable suspicion” test that applied under earlier versions of the Rules of Court: Lutfi Salim at [32]–[34]. For example, where the point the requesting party needs to make is that further documents exist or existed, it cannot simply argue that the requested documents must have existed because they would exist in the ordinary course of events: Lutfi Salim at [24]. Regardless of the point it needs to make (viz, that further documents exist or existed, are or were in the requested party’s possession or control, or are not protected from production), the requesting party can rely on the documents that have been produced, the requested party’s affidavits or pleadings, or some other objective evidence before the court: Lutfi Salim at [32].
[57] Returning to the specific question I have to consider (see [48] above), I am of the view that there is nothing in principle that precludes a requesting party from relying on the requested party’s non-compliance with its disclosure obligations to establish that it is plain and obvious that there are further documents to be produced or accounted for. As mentioned, it was envisaged in Lutfi Salim at [32] that a requesting party may rely on the documents that have been produced, the requested party’s affidavits or pleadings or “some other objective evidence before the court”. These widely framed categories appear to be illustrative rather than exhaustive of the types of material a party may rely on (see also the similarly-worded categories in Jones v The Monte Video Gas Company (1880) 5 QBD 556, cited in Wuhu Ruyi Xinbo at [70]). In any event, “some other objective evidence before the court” could easily accommodate objective evidence of past non-compliance. That the “plain and obvious” standard sets a higher threshold does not rule out the possibility that serious non-compliance may, in an appropriate case, be probative or even dispositive of whether there are further documents to produce or account for. To provide an illustration under the Rules of Court (2014 Rev Ed), the court in Natixis, Singapore Branch v Lim Oon Kuin and others [2023] 3 SLR 1502 formed a reasonable suspicion that further documents existed in that case on the basis that the requested party’s list of documents only contained six documents, and did not include any communications between the second defendant and his employees or fellow directors (at [28]–[29]). While that decision did not involve the application of the plain and obvious standard, one can imagine cases where the objective evidence shows a total or near-total lack of disclosure or that documents have been deliberately suppressed or consistently withheld, which could arguably satisfy the plain and obvious standard.
[58] Having said this, I anticipate that such cases would be few and far between in practice. The nature and extent of any non-disclosure must be considered against what has already been disclosed and what could reasonably be expected to be disclosed given the nature of the case. Where there has been an appreciable degree of disclosure, it may be difficult for the court to infer that the mere existence of some instances of non-compliance in relation to some classes of documents would mean that there are further documents to be produced or accounted for under every class of documents requested. Ultimately, the question the court has to address is not whether there are further documents to be produced or accounted for at all or in general, but whether this is so in respect of each specific class of requested documents. That inquiry is inherently contextual and fact-sensitive, and it would be informed by, among other things, the nature and form of the requested documents. As a simple illustration, the belated disclosure or non-disclosure of emails could in some cases imply that efforts to search for emails have been inadequate and that further emails have yet to be produced, but it would not necessarily imply that there would be further WeChat messages in the requested party’s possession or control, especially where the party has already disclosed a lengthy record of such messages. Nor would it cast doubt on a deposition that the requested party has never used WeChat before, ie, that such documents never existed to begin with.
[59] For these reasons, I consider it possible that a requested party’s general non-compliance with its disclosure obligations could, without more, satisfy the “plain and obvious” test, but such cases are also likely to be highly exceptional in practice.
Production of known adverse documents
[60] The second issue relates to the production of known adverse documents that are also part of a party’s private or internal correspondence. To recapitulate, O 11 r 5(2) of the ROC 2021 provides that the court must not order the production of any document that is part of a party’s private or internal correspondence unless: (a) it is a special case, or (b) such correspondence are known adverse documents. The specific question I have to consider is the appropriate order to be made where there has been no express submission that requested documents constitute or include documents in the requested party’s private or internal correspondence, but it nevertheless appears likely that this would be the case. Answering this question requires me to first discuss the anterior question of which party bears the burden of persuasion that known adverse documents exist.
[61] Known adverse documents bear two qualities: (a) they are adverse to the requested party (and not merely potentially adverse); and (b) they are known to be adverse: Cachet Multi Strategy Fund SPC (on behalf of Cachet Special Opportunities SP) v Feng Shi and others [2024] SGHC 327 (“Cachet (HC)”) at [20], citing Rohan St George at [49]. They include documents that a party ought reasonably to know are adverse to its case, such as documents it could have knowledge about through reasonable checks and searches: O 11 r 2(2) of the ROC 2021; Cachet (AR) at [56].
[62] Known adverse documents appear in two places under O 11 of the ROC 2021. First, under O 11 r 2(1), the court may make an order at a case conference for parties to exchange a list of and a copy of all documents in their possession or control, which potentially includes not only all documents that the party in question will be relying on (O 11 r 2(1)(a)), but also all known adverse documents (O 11 r 2(1)(b)). Order 11 rule 2(1)(b) owes its existence to feedback received during the public consultation on proposed reforms to the Civil Justice System held from October to November 2018. The feedback was unanimous that the initial obligation to disclose documents ought to include the disclosure of adverse documents.
[64] Known adverse documents also feature under O 11 r 5(2) of the ROC 2021. They constitute an exception to the rule that any document that is part of a party’s private or internal correspondence is not to be produced: O 11 r 5(2)(b). The protection afforded to private or internal correspondence stemmed from a concern that parties might otherwise “inundat[e] each other with lengthy correspondence that would have little to no bearing on the issues in dispute in the case”: Response to Feedback at para 78. Also relevant is O 11 r 1(2)(b), which provides that a party who sues or is sued in court does not thereby give up its right to privacy and confidentiality in its documents and communications. It was originally recommended by the CJC that the sole exception to the protection of private or internal correspondence ought to be a “special case”, a term that was left undefined to “allow for flexibility and good sense should a rare case emerge”: Civil Justice Commission Report, ch 8, para 5; Recommendations of the CJRC and CJC at para 83; Response to Feedback at para 76. However, the feedback received was unanimous that if private or internal correspondence were generally carved out, “parties could lose access to documents that could reveal the true state of affairs”: Response to Feedback at para 77. After considering the feedback, the CJC and CJRC decided to include a second exception for known adverse documents, noting that the call to allow the disclosure of private or internal correspondence had been focused on ensuring that documents adverse to a party’s case are disclosed: Response to Feedback at paras 79–80.
[65] In applications for specific production under O 11 r 3 of the ROC 2021, requested parties sometimes seek to argue that a document is part of their private or internal correspondence, and that it would be for the requesting party to invoke any of the exceptions, viz, that there is a special case for production or that the requested documents are known adverse documents. However, where the exception for known adverse documents is concerned, this argument has been expressly rejected by Choo Han Teck J in Cachet (HC) at [22] and [24]. The court’s views at [23]–[24] bear repeating:
[66] In my view, O 11 r 5(2)(b) of the ROC 2021 cannot be read in isolation from O 11 r 2(1)(b), and the considerations that informed the inclusion of known adverse documents under O 11 r 2(1) would also be relevant to how O 11 r 5(2)(b) is understood. A party who is required to produce all known adverse documents as part of its initial disclosure obligations should not have its position improved or the burden of persuasion shifted simply because the requested documents are part of its private or internal correspondence. In my view, this was the very concern raised in the public consultation: that allowing the requested party to resist production on this basis would risk the requesting party “los[ing] access to documents that could reveal the true state of affairs” (see [64] above). This should be seen as a qualification to the general principle that under the production regime in O 11, a claimant is to sue and proceed on the strength of its case and not on the weakness of the defendant’s case: O 11 r 1(2)(a).
[67] In practical terms, such access would almost certainly be lost if the requesting party were required to demonstrate that known adverse documents exist. Of course, a requesting party would still be required to have some reason or basis for believing that the requested documents are in the requested party’s possession or control: see O 11 r 3 of the ROC 2021 and [50] above. But requiring it to show that the requested documents also constitute or include known adverse documents goes much further than that. It is one thing to believe that documents of a particular description exist; it is another to show that they bear the two qualities of known adverse documents set out at [61] above. This would require the requesting party to show, first, that the documents are adverse, which would require some form of knowledge not only as to the subject matter of the document but also which party’s case it supports. It would further require the requesting party to show that the requested party knows that they are adverse, including whether the requested party would have come across those documents had it conducted reasonable searches. These are matters that would rarely be within the knowledge of a requesting party who has no possession or control over the documents in the first place, and would instead be matters entirely within the requested party’s knowledge. This is especially so given that the documents in question form part of the requested party’s private or internal correspondence. They would, by definition, be documents that are not meant to be seen or received by parties outside the correspondence (Cachet (AR) at [55]; Rohan St George at [48]) – including, in the ordinary case, the requesting party. These practical concerns were reflected in the feedback that was received by the CJC and CJRC, which highlighted both the risk that adverse documents may be hidden or destroyed, as well as the reality that in cases where an information asymmetry exists between the parties, “the availability of specific production would be little comfort to the party in the weaker position if he or she does not know what documents are in the possession of the other party” (see [63] above).
[68] Accordingly, where a requested party seeks to resist production on the ground that the requested documents constitute or include documents that form part of its private or internal correspondence, its reply affidavit should not only address the ground of objection, but also whether the protected documents contain any known adverse documents. If they do, then the requested party should either:
(a) disclose the known adverse documents, bearing in mind its initial and continuing obligations of disclosure under O 11 r 2(1)(b) and O 11 r 6 of the ROC 2021; or
(b) rely on additional ground(s) for resisting production, if these exist.
[69] Where a party deposes that the requested documents are or include documents that form part of its private or internal correspondence, but does not then address whether they contain known adverse documents, the court may nevertheless decide to grant the specific production request in respect of the known adverse documents. This was the approach adopted in Cachet (HC). The court was of the view that the documents requested (which were part of the requested party’s private or internal correspondence) were of such broad description that they might have included documents that were not material. It therefore limited the scope of production to known adverse documents falling under the requests, as opposed to all documents. It reasoned that this would merely hold the requested party to his continuing obligation to disclose all known adverse documents. This subset of documents would also satisfy the baseline of materiality since known adverse documents are necessarily material: at [19] and [25]. Of course, if the requesting party can show that the case is a special case, a court may make a wider order to include all responsive documents.
[70] Finally, there may be cases where a requested party does not depose that the requested documents constitute or include documents that form part of its private or internal correspondence, but it is plain to the court that this would be so. This was how Categories 15 and 16 of Mr Muzayyin’s production application appeared to me: see [255]–[263] below. In such a case, I suggest that the court could decide, for reasons of clarity, to include a qualification to its order that expressly addresses the treatment of private or internal correspondence. This might state, for example, that the production order is made subject to a limitation to known adverse documents where the requested documents form part of the requested party’s private or internal correspondence. This would give effect to the mandatory language of O 11 r 5(2) of the ROC 2021, which provides that the court must not order the production of documents that form part of a party’s private or internal correspondence, unless the correspondence are known adverse documents (or it is a special case). These observations should be understood in the light of two key caveats:
(a) First, none of this displaces the responsibility borne by the requested party to consider whether the requested documents constitute or include documents that are part of its private or internal correspondence, to depose to this effect in its reply affidavit, and to submit that O 11 r 5(2) of the ROC 2021 applies (as the case may be). What the approach above caters for is a case where no such submission has been made, but it is plain to the court that the production order sought is inconsistent with the proscription in O 11 r 5(2), such that it would not be appropriate to make the order in the terms sought.
(b) Second, the absence of such an express limitation in a production order should not be taken to mean that the court is thereby permitting the disclosure of private or internal correspondence beyond known adverse documents. The qualification is chiefly clarificatory.
[71] With these principles in mind, I turn to the individual applications.
Mr Muzayyin’s applications for further and better particulars (viz, SUM 1808 in OC 496 and SUM 1807 in OC 585)
[72] In SUM 1808, Mr Muzayyin seeks FBPs of TSPL’s SOC in OC 496. In SUM 1807, he seeks FBPs of TSPL’s and TOSPL’s joint Defence in OC 585. As the requests in SUM 1808 are more extensive, I will use them as a scaffold for my analysis, and deal with the corresponding and overlapping requests in SUM 1807 as they arise. Unless otherwise stated, a reference to a request number is a reference to the request in SUM 1808.
[73] Mr Muzayyin has divided his requests into four groups:
Group 1: The identity of TS’s controlling mind and Mr Bartlett’s authority
Requests 1 to 13: TSPL’s and TOSPL’s representatives
[74] I disallow Requests 1 to 13 of SUM 1808. These seek particulars of the identity of TSPL’s and TOSPL’s representatives in the following 13 contexts:
(1) General analysis
[75] Mr Muzayyin’s overarching submission is that the requested particulars “are necessary as they would shed light on one of the key issues in dispute in OC 496”, namely, whether Mr Bartlett was the controlling mind of TSPL and TOSPL and had the authority to enter into the Brokering Fee Agreement on TOSPL’s behalf and make representations about the Loan Agreement on TSPL’s behalf. He contends that a company can only act through natural persons, and it is only these natural persons who can have a state of mind such as knowledge or intention.
[76] In my view, Mr Muzayyin has no genuine need for the requested particulars. His submission approaches the test for FBPs at too high a level of generality. It focuses on the relationship between a given particular and an issue in dispute. It implies that so long as a particular can be shown to be material to the issue, then it ought to be provided. Lost from this equation, however, is the specific averment in question, the case that the averment seeks to advance, and whether the requested particular is ultimately necessary to understanding and responding to that case.
[77] I will take Request 1 as an example. This seeks particulars of the ongoing business that TSPL and Mr Muzayyin have (including its nature and the dates of all business dealings) and the identity of TSPL’s representatives in each of those dealings. What the request arises from, however, is a rather simple and innocuous pleading at paragraph 3 of TSPL’s OC 496 SOC – that TSPL and Mr Muzayyin “have ongoing business with each other”. Paragraph 1 introduces the claimant, TSPL, as a Singapore-incorporated company. Paragraph 2 introduces the defendant, Mr Muzayyin, as a Singapore citizen. Paragraph 3 then establishes their relationship as persons with “ongoing business with each other”. Following this brief background, paragraph 4 dives right into the heart of the OC 496 SOC, by introducing the Loan. Viewed in context, by way of paragraph 3, TSPL is plainly not pleading a case that the business relationship was of a certain nature, type or frequency; it is not about any particular transaction; and it is not addressing issues of authority and agency. The mere fact that it features the words “ongoing business” is not an invitation to fasten on any query that Mr Muzayyin may have about the business, so long as this can be traced in some way to an issue in dispute. The particulars sought must be moored to the case being pleaded in the specific averment. Quite simply, Mr Muzayyin can either agree with the characterisation that the parties had an ongoing business relationship or he can disagree with it. It should also not be lost on Mr Muzayyin that he, too, pleads in his OC 496 Defence that TSPL, SHPL and/or he have had various partnerships and business ventures together, without having particularised what these are.
[78] As to Mr Muzayyin’s submission that companies must ultimately act through natural persons, that may be true as a matter of fact, but it is also well-established that companies are separate legal persons who are regarded in law as capable of acting in their own names and having a state of mind attributed to them: Red Star Marine Consultants Pte Ltd v Personal Representatives of Satwant Kaur d/o Sardara Singh, deceased and another [2020] 1 SLR 115 at [1]; Ho Kang Peng v Scintronix Corp Ltd (formerly known as TTL Holdings Ltd) [2014] 3 SLR 329 at [47]. Unless the representative’s identity or conduct is legally relevant to the case being pleaded by TSPL, there is no reason for TSPL to systematically account for the representatives through whom it acted.
[79] These issues form a recurring theme across Requests 1 to 13, which were essentially presented to me as a blanket request. This is itself significant, as the adoption of a decontextualised approach reinforces the impression that Mr Muzayyin is not genuinely concerned with the individual averments or seeking particulars with a view to clarifying a specific averment, limiting its generality, or enabling him to respond to TS’s pleaded case. On the contrary, Mr Muzayyin’s goal appears to be to collect evidence (framed as particulars) and to piece together a picture of Mr Bartlett’s involvement in TSPL, with a view to buttressing his own pleaded case that Mr Bartlett wielded broad authority as TSPL’s representative. For some requests, such as Request 1 that was discussed at [77] above, this attempt is further strained: in order to create a basis for his request for the representatives’ identities, Mr Muzayyin has had to first seek particulars about the individual business dealings. In effect, he has attempted to construct a convenient footstool that would aid him in reaching into TS’s cabinets and retrieving evidence about the individuals who participated in past transactions.
[80] For these reasons, I disallow Requests 1 to 13 of SUM 1808. My reasons apply mutatis mutandis to Requests 3 and 5 to 11 of SUM 1807, which seek similar particulars of TS’s OC 585 Defence. Before moving to Request 14, I will just add brief observations on two pairs of requests.
(2) Request 1: Ongoing business (and Request 3 of SUM 1807)
[81] I have considered Request 1 of SUM 1808 at length above, and would only add that my concerns apply with even greater force to Request 3 of SUM 1807. This seeks particulars of TS’s Defence in OC 585, and more precisely of an admission to Mr Muzayyin’s pleading that TSPL had various business dealings with Mr Muzayyin and SHPL. It is hard to understand why, as the party putting forth the positive case and having done so without providing particulars of its own, Mr Muzayyin would then seek particulars from TS on its admission. An admission effectively removes a potential issue from dispute, and this would logically render particulars unnecessary in almost all such cases.
(3) Request 6: Disbursement of US$700k to Mr Muzayyin (and Request 9 of SUM 1807)
[82] Request 6 concerns a pleading that TSPL disbursed the sums of US$400k and US$300k to Mr Muzayyin because it was induced by, and acted in reliance on, Mr Muzayyin’s representation that he would repay the Loan. The request seeks the identity of the individual who disbursed the sums and/or who arranged for their disbursement. I disallow this category for the general reasons I have identified above: TSPL’s case is that it disbursed the sum, being the contracting party that undertook this obligation under the Loan Agreement. The identity and role of the individual officer or employee who disbursed the sums or arranged for their disbursement is not part of the case being pleaded and advanced here.
[83] What I would acknowledge is that in assessing whether TSPL was in fact induced by Mr Muzayyin’s representation, it may prove relevant to examine the process by which TSPL reached this decision and the individuals who were involved in that decision-making process. But these matters are relevant in an evidentiary sense, in that they go towards how TSPL will prove the elements of inducement and reliance at trial. These are properly the subject of other processes such as production and cross-examination.
Request 14: Material decisions made by Ms Thiam (and Requests 1 and 2 of SUM 1807)
[84] I allow Request 14 of SUM 1808 in a modified form. This request is directed at TS’s pleading that TSPL’s director is Ms Thiam and that all of TSPL’s material decisions have to be made via its director. Request 14 seeks full facts and particulars of the “material decisions” that had to be made via Ms Thiam. This is also the subject of a specific production request where TOSPL is concerned (see [238] below).
[85] I agree with Mr Muzayyin that what qualifies as a material decision is uncertain. TS has not provided any definition, standard or measure for ascertaining whether a given decision constitutes a material decision or not. This is not to say that every concept or description that exists on a spectrum (eg, “substantial”, “consistent”, “close relationship”) must be particularised using some authoritative yardstick. In my view, the need for a yardstick will depend on a practical assessment of the risk that the parties might hold different conceptions of what a given concept or description means, in the context of the particular case. In this case, there is a reasonably wide field of corporate and commercial decisions that Ms Thiam could have been required to make as the sole director of TSPL. There is no inherent hierarchy or ordinal scale with which such decisions can be lined up and ranked, such that the task would simply be to determine where the dividing line between material and non-material decisions should be drawn. Moreover, what constitutes a material decision could be something that has been pre-defined or pre-agreed between the parties, or it may represent a practical standard that has emerged organically over time. These are just some indicators of the uncertainty surrounding the phrase “material decisions”. They point to a risk that if the pleading were left unparticularised, the parties may proceed to trial with differing conceptions of TS’s case. To be sure, TS has clarified in its submissions that Ms Thiam’s authority arises by virtue of her role as sole shareholder of TSPL and sole director of both TSPL and TOSPL. However, this clarification does not resolve the uncertainty as to what constitutes a material decision from TS’s perspective; it only explains why Ms Thiam would be authorised to make such decisions. This uncertainty would, in turn, limit Mr Muzayyin’s ability to plead and respond to TSPL’s case.
[86] TS has a valid concern that the request might require it to “identify and particularise potentially every significant corporate decision made over several years”, since the request is made “without limitation as to subject matter, transaction or period”. This is a valid concern because what is necessary to ameliorate the difficulty that Mr Muzayyin faces is not an exhaustive historical record of every material decision Ms Thiam has made, much less the full facts and particulars of all of those decisions. That would be a matter of evidence, and if the disclosure of such evidence had been sought by way of a production application, it would be further subject to legal controls – including the baseline of materiality and the safeguards against the production of private and internal correspondence and privileged documents. What Mr Muzayyin needs is not evidence of Ms Thiam making material decisions, but a conceptual understanding of what qualifies as a material decision. That can be suitably achieved by particularising the types of decisions that qualify as material decisions.
[87] I am less inclined to circumscribe the scope of particulars based on subject matter, transaction or period – whether as a further or alternative limitation – because TSPL’s averment is itself not circumscribed in this way. If a party intends to assert a point in broad and all-encompassing terms, it would be reasonable to expect it to be prepared to provide particulars that match the width of its assertion. At trial, TSPL could conceivably rely on its pleading to lead evidence relating to any number of decisions made by Ms Thiam, for instance, to support a submission that she was regularly involved in making certain types of decisions and that the same must be true in respect of the transactions in the present case. Hence, it would be inappropriate and potentially artificial for me to confine the ordered particulars to specific subject matters, transactions or time periods.
[88] In the premises, TS is ordered to state the types of material decisions of TSPL that had to be made via Ms Thiam. My reasons above apply mutatis mutandis to Requests 1 and 2 of SUM 1807, which are corresponding requests in OC 585 concerning the material decisions that could only be made with Ms Thiam’s concurrence. TS is to state the types of material decisions of TSPL and TOSPL that could only be made with Ms Thiam’s concurrence.
Request 15: Mr Bartlett’s employment relationship (and Request 4 of SUM 1807)
[89] I partially allow Request 15 of SUM 1808 for particulars of Mr Bartlett’s employment relationship with TSPL. Paragraphs (a) to (e) are allowed, while paragraph (f) is not:
[90] This request relates to TSPL’s alternative claim in unlawful means conspiracy, where one of the unlawful means alleged is Mr Bartlett’s breach of the fiduciary duties he owed to TSPL as its “key employee”.
[91] My reasons for making an order for particulars differ from those given by Mr Muzayyin. His submission is that these particulars are necessary because key issues include whether Mr Bartlett was TSPL’s employee, and a key employee at that, and if so, what his scope of authority was. In my view, this faces the same methodological problem as Requests 1 to 13 (see [76]–[79] above): it seeks particulars by naming a key issue and identifying particulars relevant to that issue, without situating the analysis within the specific words and context of the averment in question and without being directed at the requesting party’s ability to meet that case.
[92] Instead, the reason the requested particulars are necessary is to be found in the specific allegation made – that Mr Bartlett breached his fiduciary duties – and the nature of such an allegation. This brings three questions into issue: (a) did Mr Bartlett owe TSPL a fiduciary duty; (b) what was the content of that duty; and (c) did Mr Bartlett’s conduct breach that duty. Request 15 touches on the first and second of these questions; I shall have occasion to revisit the second and third questions under Request 35 (see [174] below).
(1) Pleading requirements: Fiduciary duties
[93] On the first question (viz, whether a fiduciary duty exists), the essence of the employment relationship is typically not fiduciary at all, and the imposition of fiduciary duties represents the exception rather than the norm: GTL Agencies (S) Pte Ltd v Neo Boon Huat [2026] SGHC(A) 6 at [23]; Clearlab SG Pte Ltd v Ting Chong Chai and others [2015] 1 SLR 163 (“Clearlab”) at [272]; Nagase Singapore Pte Ltd v Ching Kai Huat and others [2007] 3 SLR(R) 265 (“Nagase”) at [26]–[28]. For a fiduciary duty to arise, the employee must be in a position where he has to act with undivided loyalty to the employer; this is typically a relationship that is characterised by qualities such as ascendancy, vulnerability and dependence: How Weng Fan and others v Sengkang Town Council and other appeals [2023] 1 SLR 707 (“How Weng Fan”) at [172] and [174]; Clearlab at [272] and [275]. To ascertain if this is the case, the court will “scrutinise the specific facts and context of [the] case” to ascertain whether the duty had been “voluntarily undertaken” through the alleged fiduciary’s conduct: How Weng Fan at [173]–[174]. In Nagase, for example, the court held that the relevant employees did not owe fiduciary duties, as they were members of middle management who had to obtain sanction for their decisions, and the fact that they had the authority to negotiate contracts and authorise the payment of invoices was insufficient to give rise to such duties: Nagase at [29].

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The Tyrell Solution Pte Ltd v Nasrat Lucas Muzayyin and another matter

Grounds of decision

Background facts

The parties’ actions

Procedural history

Issues to be decided

The law on further and better particulars

General principles

Further and better particulars in the AB4D context

The law on specific production

General principles

The plain and obvious standard

Production of known adverse documents

Mr Muzayyin’s applications for further and better particulars (viz, SUM 1808 in OC 496 and SUM 1807 in OC 585)

Group 1: The identity of TS’s controlling mind and Mr Bartlett’s authority

Requests 1 to 13: TSPL’s and TOSPL’s representatives

(1) General analysis

(2) Request 1: Ongoing business (and Request 3 of SUM 1807)

(3) Request 6: Disbursement of US$700k to Mr Muzayyin (and Request 9 of SUM 1807)

Request 14: Material decisions made by Ms Thiam (and Requests 1 and 2 of SUM 1807)

Request 15: Mr Bartlett’s employment relationship (and Request 4 of SUM 1807)

(1) Pleading requirements: Fiduciary duties