District Court · Decided 1 July 2026

Thirunavukarasu Manikam v Gumanan s/o Nallathambi & 3 Ors

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[2026] SGDC 213Case no. [2026] SGDC 213

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Grounds of decision

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[1] In this suit, Thirunavukarasu Manikam (“Thiru” or the “Claimant”) sues Gumanan s/o Nallathambi (“Gumanan” or the “First Defendant”), JBR Curry House Pte Ltd (“JBR” or the “Second Defendant”), Thomas JohnKennedy Rani (“Rani” or the “Third Defendant”) and Arulsamy Thomas JohnKennedy (“John” or the “Fourth Defendant”)(collectively, the “Defendants”). The claim is based on a breach of contract, in the tort of misrepresentation and in unjust enrichment. Wai Fong Machinery Pte Ltd had applied to add itself as a fifth defendant for the purposes of resisting an injunction application by the Claimant which was dismissed when the Claimant was absent from the hearing. It was subsequently not involved in these proceedings.
The Claim
[2] In relation to the breach of contract, Thiru claimed that the Defendants had agreed with Thiru that in return for his injection or loan of funds to secure the tenancy of No. 9 Kian Teck Drive Singapore 628826 (“Premises”) including paying off the debts of the earlier tenants of the Premises as a condition precedent and to apply towards the running of a food and beverage business (“Business”) by JBR at the Premises, the Defendants agreed to make him a shareholder of JBR for the value of his capital input, appoint him as a director and allow him to participate in the Business, give him 50% share in the net profits of the Business at the Premises, and for Gumanan, Rani and John to repay the injection in equal shares when the Business was on an even keel and to ink a shareholders agreement setting out the same (collectively “Representations”). The Defendants did so as they were starved of capital to begin or sustain the Business. The Defendants subsequently reneged on the agreement and refused to issue shares in JBR to Thiru or facilitate the appointment of Thiru as director of JBR or to sign the agreement. The Defendants essentially did all things to thwart Thiru’s involvement in the Business and deny Thiru his role in JBR.
[3] Thiru claimed that he provided a total of $162,035.43 in reliance on the Representations which were false and made falsely at the material time, and which were either fraudulent or negligent misrepresentations.
[4] Thiru claimed that the Defendants also failed and refused to provide proper accounting records of the Business or to account to Thiru the income and expenditure of JBR. The Defendants operated the Business by employing phantom employees and paying CPF contributions to them as an expense of the Business and engaged in malpractices such as not depositing cash collections of the Business into JBR’s bank account. The Defendants effectively rendered the value of the shares in JBR meaningless and worthless. The Defendants failed to make reparations to settle the loan extended to Rani and John which was received by all the Defendants and occupied the Premises to make financial gains at the expense of Thiru and JBR. Thiru claimed that the Defendants had thereby unjustly enriched themselves at the expense of Thiru and JBR.
[5] Thiru therefore claimed against the Defendants repayment of $162,035.53 and damages for loss of opportunity in respect of the potential earnings of the monies so applied to seed the Business.
The Defence
[6] John and Rani are husband and wife. Rani and John, together with Gumanan started the Business at the Premises and together, they operated and managed the Business at the Premises. John was the manager of JBR and Rani was a shareholder of JBR. Gumanan was a director and shareholder of JBR. Rani and John had actual authority of Gumanan and JBR to start, operate and manage the Business at the Premises.
[7] The Defendants deny intending to defraud or defrauding Thiru. They deny that the funds were provided by Thiru at the Defendants’ request. They alleged that Thiru had voluntarily provided the funds to the Defendants to secure the Premises for JBR. They do not deny that JBR entered into a tenancy of the Premises for $75,085 with funds provided by Thiru. Thiru was a lender and investor to the Defendants for the Business and financier to secure the Premises. Specifically, Thiru was a lender and investor for JBR in relation to its Business within the Premises only.
[8] The Defendants deny that they were starved of capital to begin or sustain the Business and claimed that they had sufficient funds to do so without Thiru’s involvement . They deny promising or representing to Thiru that he would be made shareholder and director and be permitted to participate in the Business. They also deny that they had represented or agreed that Thiru would receive a 50% share in the net profits of the Business. As Thiru was a lender and investor, Thiru and John had agreed that Thiru would partake in the “profits and losses” of JBR . The Defendants had agreed with Thiru to repay the loan/injection when the Business was on an even keel . However, JBR was operating at a loss.
[9] Rani and John had believed that the agreement to be inked would reflect the understanding between the parties that Thiru was a lender and investor for JBR in relation to its Business within the Premises. However, the agreement was not signed as Thiru had added his own terms and conditions which were not previously discussed and agreed upon.
[10] The Defendants alleged that it was misconstrued that the clearance of the bad debts of the previous tenant was a condition precedent for the tenancy of the Premises for JBR. The Defendants admit that Thiru had paid Eng Lee Engineering Pte Ltd (“Eng Lee”) the required security deposit and advance rentals for the Premises but deny that he had paid off Eng Lee for the earlier tenancy to pave the way for JBR to commence the Business.
[11] While the Defendants assert that JBR maintained proper accounting records, their position is that Thiru was not entitled to any confidential information of JBR, including its income and expenditure.
[12] On 15 January 2025, judgment was entered against JBR. JBR was ordered to pay Thiru $162,035.53 with interest and damages for loss of opportunity, if any, which are to be assessed.
[13] On 10 June 2025, consent judgment was entered for Thiru against Gumanan in similar terms. As such, the trial only proceeded against Rani and John.
The Evidence
Thiru’s evidence
[14] Thiru’s affidavit evidence is that he knew John and Rani through a friend Tamilarasan who ran a food stall at 45 Kian Teck Drive. John passed him his business card showing that he was an executive manager of JBR. Tamilarasan was willing to sell the lease, together with the equipment in the food stall for a lump sum of $100,000 and suggested that Thiru partner with John and Rani as he had no experience in the food and beverage (“F&B”) industry.
[15] John and Rani subsequently informed him that a restaurant nearby at 9 Kian Teck Drive was available for lease and that it was a better opportunity as it was larger with more seating capacity and a larger kitchen with the ability to handle catering orders and sell alcohol which could increase revenue significantly . John and Rani informed him that the 9 Kian Teck Drive lease was available because the previous tenant, Bharathi Restaurants Pte Ltd (“Bharathi”) went into financial difficulties . John and Rani then convinced him to include Samidurai, the person who ran Bharathi, in the business venture and told him that instead of incorporating a new company, time could be saved by moving their existing company, JBR, over from 45 Kian Teck Drive to 9 Kian Teck Drive .
[16] Thiru claimed that John and Rani represented that if he were to invest monies in JBR, he would be made a director and shareholder which would allow him to make decisions to participate and/or manage JBR and have a share of its profits . He would not have invested monies in JBR if such representations were not made because he needed to have oversight over JBR to ensure that his hard-earned monies were well utilised and he expected to obtain returns on his investment as a shareholder through profit sharing .
[17] Initially the agreement between the Defendants, Samidurai and him was that he would inject one-third of the capital into JBR, together with another one-third from Samidurai and the last one-third from John and Rani collectively, which capital would be used to secure the 9 Kian Teck Drive lease as well as renovate and operate the restaurant there. He would then be made a director and shareholder of JBR after the lease was secured . As such, John and Rani attended with him at Regency Legal LLP before Chitra Balakrishnan (“Chitra”) sometime before or on 22 March 2022. After the first meeting, Chitra emailed him a draft agreement on 22 March 2022 based on what was discussed . He passed a copy of the draft agreement to John and Rani but they told him that their focus should be on securing 9 Kian Teck Drive as there were other interested tenants and someone else may secure the lease before them if they were distracted by the draft agreement . John and Rani repeated their assurance that he would be appointed as a director and shareholder of JBR and assured him that all outstanding matters such as his percentage of shares in JBR could be easily resolved after the lease was secured . He trusted them and acted on their representations and proceeded with the business venture by providing monies to secure the 9 Kian Teck Drive lease, notwithstanding the lack of any written agreement .
[18] Together with John, Rani and Samidurai, Thiru met Andy Cheng from the landlord of 9 Kian Teck Drive, Eng Lee, sometime in the third week of March 2022. He brought along a $50,000 cheque but it was rejected by Andy as Eng Lee was looking to call for a tender and award the tenancy agreement to the highest bidder. He later found out from Samidurai that Bharathi owed outstanding rental arrears which Eng Lee wanted to recover .
[19] On 29 March 2022 , he wrote a $100,000 cheque and signed off on a cover letter under JBR’s letterhead, offering $100,000 as a security deposit and payment of Bharathi’s outstanding rental arrears, in exchange for a two-year lease of the 9 Kian Teck Drive premises. The cheque was brought to Andy on 29 March 2022 but Andy rejected the same, explaining that there was strong interest in the site amongst other potential tenants and stated that the lease could be awarded to JBR without calling a tender if they fully paid off Bharathi’s outstanding arrears amounting to $49,755.88.
[20] John and Rani subsequently persuaded Thiru to prepare cash for the next meeting with Eng Lee and to do so quickly before an open tender was called. John also called him late at night on or around 3 April 2022 to state that Samidurai had no money and could not contribute to JBR. John then suggested that he and Rani would contribute 50% of the capital required.
[21] Hence on the morning of 4 April 2022 , Thiru withdrew $125,000 in cash and brought the cash to Eng Lee’s office together with John, Rani and Samidurai. They offered to pay Eng Lee $123,755.88 to secure the lease at 9 Kian Teck Drive. The sum comprised $58,500 of rental and utilities deposit, $15,500 of advance rental and $49,755.88 to discharge Bharathi’s arrears. Thiru’s position is that the sum of $123,755.88 was an investment in JBR which was then used to discharge Bharathi’s rental arrears as required by Eng Lee before the tenancy could be granted to JBR. The agreement signed was a canteen agreement dated 4 April 2022 which allowed JBR to use, occupy and operate the canteen at No. 9 Kian Teck Drive for 1 year from 1 May 2022, with the option of extending the agreement for a further term of 1 year .
[23] After the canteen agreement was signed on 4 April 2022, Thiru followed up with John and Rani as he was not made a director and shareholder in JBR. John and Rani replied that JBR’s license was pending from the authorities and that any changes in JBR’s management and ownership may delay the approval. John and Rani reassured him that he would be appointed a director and shareholder in JBR, after the authorities have issued JBR the relevant licenses. In reliance on those representations, Thiru made further investments in JBR which was evidenced by a second letter under the letterhead of JBR signed by Rani on 18 May 2022 acknowledging a total investment of $28,279.55 (comprising $10,000 received on 28 April 2022, $10,000 received on 17 May 2022 and $8,279.55 received on 8 June 2022) from Thiru and a third letter, similarly under the letterhead of JBR signed by Rani on 22 June 2022 acknowledging the previous sum of $28,279.55 and an additional sum of $10,000 paid in cash by Thiru on 22 June, making the total investment into JBR $38,279.55 .
[24] It was Thiru’s evidence that on or around 16 June 2022 , Thiru received an unsigned director’s resolution resolving that shares in JBR be transferred from Rani to him. However, the resolution did not specify how many shares would be transferred to him or his percentage shareholding in JBR. It also did not resolve to appoint him as a director in JBR. Hence, Thiru called Gerard s/o D Thanaraj (“Gerard”) of GBS Consultancy, the corporate secretary of his cleaning company, on or around 18 June 2022 to request him to make the necessary arrangements for the transfer of shares in JBR to him and also texted Gerard the name and number of JBR’s accountant whom he knew initially as Prakthisah and whom he subsequently found out was called Ramachandran Pratheeksha (“Pratheeksha”) . Gerard informed him that he required documents showing each party’s capital input in JBR to determine each person’s shareholding as well as JBR’s financial accounts to ascertain the equity value. Thiru conveyed Gerard’s requests to John and Rani and fixed a meeting at Gerard’s office on 25 June 2022 . Thiru, John and Rani attended at Gerard’s office on 25 June 2022 and Pratheeksha joined them via the telephone. Gerard asked John and Rani whether they were agreeable to give shares to Thiru and appoint him as a director in JBR. John and Rani indicated that they were agreeable . Gerard then explained to John and Rani that the parties’ shareholding in JBR can be determined by looking at each investor’s capital input, as a percentage of the total capital input and that while the monies Thiru invested in JBR could be ascertained from the investment confirmation letters, John and Rani could only provide unverifiable and skimpy handwritten notes setting out the payments that they had made towards JBR. Gerard then requested for proper documentation in the form of bank statements, bills or receipts and requested Pratheeksha to provide JBR’s financial documents. However, such documents were not provided .
Chitra’s evidence
[25] Thiru’s evidence was corroborated by Chitra whose evidence was that at the meeting on or around 22 March 2022, Rani and John were in agreement that Thiru would be appointed as a director and shareholder of JBR and had represented to Thiru multiple times that he would be appointed as a director and shareholder of JBR. The only question was his entitlement to be a majority shareholder, based on his capital inputs . Rani had said that she had the authority to act for and on behalf of JBR as she was holding 70% of the shares in JBR at that time. She also said that Gumanan agreed with everything that they said. Chitra’s evidence was that Rani and John were aware that Thiru’s appointment as a director and shareholder was the main reason why he decided to invest in JBR and Chitra was led to believe that Gumanan would be made aware . After the meeting, Chitra prepared a draft shareholders agreement which captured the discussion they had. John and Rani did not raise any objections to the terms at all material times. If they had, she would have informed them that it would be best to engage separate lawyers or that the deal be called off .
[26] The draft agreement forwarded to Thiru on 22 March 2022 states that the agreement was to be made between Thiru and JBR. In consideration of Thiru investing $50,000 into JBR, JBR undertakes to pass resolutions to (a) issue Thiru with new shares to be registered as fully paid up and amounting to half of all issued and paid shares in JBR, (b) appoint Thiru as a director and bank signatory of JBR, (c) transfer the shares owned by Gumanan to Rani; (d) terminate Gumanan’s appointment as director; as well as (e) enter into the lease agreement with the landlord. The draft agreement also provides that JBR repays Thiru all monies in excess of $50,000 which he shall from time to time be required to invest into JBR within 6 months of the effective date of the agreement (“Excess Cash”). The $50,000 was to be paid over to the landlord by Thiru upon JBR entering into the lease agreement. Until Thiru is repaid all Excess Cash in full, Thiru shall be required to approve all board and shareholder resolutions, his shareholdings shall remain at 50% of all paid and issued shares in JBR and he shall remain a bank signatory of JBR.
[27] Chitra gave evidence that there was at least one more meeting before 4 April 2022 at Regency Legal LLP where the parties were largely in agreement. Otherwise, she would have prepared an updated draft shareholder agreement for circulation after the second meeting.
Gerard’s evidence
[28] Thiru’s evidence that he had been promised shareholding in JBR was also supported by the evidence of Gerard. Gerard’s evidence was that Thiru had told him that he had invested monies in JBR and was promised shares and directorship in JBR . On 18 June 2022, Thiru texted him the name and phone number of JBR’s accountant and requested him to facilitate the transfer of shares in JBR to him . Hence, he met John and Rani together with Thiru on 25 June 2022, for the purpose of examining JBR’s accounts and determining Thiru’s shareholding in JBR . JBR’s accountant, known as Pratheeksha, attended by telephone. Gerard had asked John and Rani if they were agreeable to give shares to Thiru and appoint him as a director in JBR and they said they were agreeable . He then told Thiru, Rani and John to enter into a shareholders agreement and they agreed with his suggestion of determining each party’s shareholding by looking at each investor’s capital input as a percentage of the total capital input. Gerard then explained to John and Rani that while the monies Thiru invested in JBR could be ascertained from the investment confirmation letters, John and Rani could only provide unverifiable and skimpy handwritten notes setting out the payments that they had made towards JBR which would not be acceptable . He therefore asked Rani and John for bank statements, bill and receipts and requested Pratheeksha, Rani and John for a series of documents including JBR’s profit and loss statements, balance sheet, general ledger, debtor’s ledger, creditor’s ledger, bank statements and bank reconciliation statement, to stamp the share transfer with IRAS. Pratheeksha, Rani and John agreed to provide the requested documents and the meeting ended. The next day, on 26 June 2022, Gerard sent a text message to Pratheeksha asking for JBR’s accounts for 31 May 2022 in order to ascertain the value of the company before Thiru comes in as a shareholder and treating the excess money put in by Thiru as a loan, as per Thiru’s conversation with John. While Pratheeksha replied that she would check with them, Gerard did not hear from her thereafter and did not receive any of the requested documents .
Rani’s and John’s evidence
[29] Rani’s evidence and John’s evidence was that even before the meeting with Andy Cheng, they had agreed with Thiru that there would be no transfer of shares to him nor any director appointment. Instead, Thiru’s investment would secure a 50% return on the net profits of JBR. Rani and John denied that they had told Thiru that they would put in cash amounting to a 50% equity in JBR as part of their investment as they did not have funds at their disposal.
[30] Rani’s evidence and John’s evidence was that there had been two visits before a lawyer . They had attended at Regency Law in March 2022 but claimed that they did not sign the agreement because they disagreed that Thiru would have a 50% stake in JBR and replace Gumanan as a director. Rani and John also claimed that they had also attended before Chitra sometime in April 2022 after they had secured the lease. At the meeting, they disagreed that they would appoint Thiru as director and shareholder of JBR.
[31] Rani and John’s position is that they had never agreed that Thiru would be a shareholder and director of JBR . Their agreement with Thiru was that Thiru would be entitled to a 50% interest in the net profits of JBR and would have to bear 50% share of the losses, if any. There was no agreement that his investments would be repaid to him over time .
Causes of Action
[32] Thiru proceeded on a breach of contract and in the alternative, fraudulent misrepresentation, negligent misrepresentation and unjust enrichment which will be dealt with in turn.
Breach of Contract
[33] Based on the Defence, the Defendants had agreed with Thiru to repay his monies when the Business was on an even keel . In Rani’s and John’s affidavits however, they claimed that there was no agreement that Thiru’s investments would be repaid to him over time. Instead, they had agreed with the Claimant that he would be entitled to a 50% interest in the net profits of JBR. Notwithstanding the inconsistency as regards the terms of agreement, there is no denial that there was an agreement as regards Thiru’s injection of funds.
[34] Hence, the issues which fall to be determined in respect of the cause of action in contract were as follows:
What was the amount invested by Thiru?
[35] It was not disputed by Rani and John that Thiru invested funds into JBR. They do not deny that Thiru paid Eng Lee the required security deposit and advance rental amounting to $74,000 for JBR to secure the agreement of Eng Lee for JBR to operate the canteen at 9 Kian Teck Drive for one year . However, they allege that the money that Thiru paid to discharge the rental arrears of Bharathi in the sum of $49,755.88 was a personal loan by Thiru to Samidurai. Rani and John argued that Eng Lee’s official receipt dated PCR 23-00001 dated 4 April 2022 records the payment of $88,755.88 against the account of Bharathi Restaurant Pte Ltd and that the failure of Samidurai to testify supports their account.
[36] I did not accept Rani and John’s argument because it was contradicted by the investment confirmation letter dated on 4 April 2022 on which Rani signed and affixed the stamp of JBR. In the letter which was on JBR’s letterhead, it was stated that an amount of $123,755.88 was received from Thiru to be invested in JBR for the purpose of paying for the shop lease with Eng Lee. This was supported by a letter from Eng Lee’s liquidator dated 15 August 2023 that the cash received on 4 April 2022 was recorded as monies collected from JBR .
[37] I did not accept Rani’s bare allegation that she was forced to sign this letter given that there was no indication that the relationship between the parties then was acrimonious. Such allegation was also inconsistent with the undisputed fact that Thiru subsequently provided further amounts of $28,279.55 and a further $10,000 amounting to $38,279.55 to be invested into JBR, which were also evidenced by subsequent investment confirmation letters dated 18 May 2022 and 22 June 2022 which continued to be issued and signed by Rani. While the investment confirmation letter dated 18 May 2022 may have been backdated, given that it referred to an investment on 8 June 2022, I note that in paragraph 9 of Rani’s and John’s opening statement, they do not dispute that JBR had collectively received the sum of $162,035.43 from Thiru. It was unlikely that Thiru would have provided further funding which Rani continued to acknowledge if the relationship was acrimonious. There was also no reason why Rani would continue to issue subsequent investment confirmation letters if she had indeed been coerced into signing the first investment confirmation letter.
[38] I accepted Thiru’s evidence that they were told that Eng Lee would award JBR the canteen agreement without calling a tender if they were to pay off the rental arrears and that the parties had agreed to pay off the rental arrears to avoid a tender and secure the Premises. This was consistent with the investment confirmation letter signed off by Rani on the same day which included the sum of $49,755.88 as an investment into JBR.
[39] For completeness, as it was Rani and John who were alleging that the sum of $49,755.88 was a personal loan to Samidurai, it was their burden to prove this and not for Thiru to disprove this. I therefore declined to draw an adverse inference against Thiru in respect of the failure of Samidurai to testify.
[40] While Rani and John alleged that the sum of $10,000 had been returned to Thiru, neither Rani nor John produced any evidence of such return . Rani’s evidence as to the sums returned was also inconsistent. While she alleged orally that she had returned two sums stated in the investment confirmation letter dated 22 June 2022 which was the sum of $10,000 and the sum of $8,279.55, this was contrary to her AEIC where she only stated the return of the $10,000 which Thiru gave in June 2022 . Similarly, John was not sure how he had returned the $10,000 and whether he had done so from his own funds or from JBR’s funds .
[41] I therefore find that the sum of money invested into JBR by Thiru to be $162,035.43, which sum had not been returned by Rani or John.
What were the terms of agreement?
[42] As set out earlier, the position of Rani and John was muddled. While their Defence, which was filed while they were represented, accept that the Defendants had agreed with Thiru to repay Thiru when the Business was on an even keel, they claim in their affidavits that there was no agreement that Thiru’s investments would be repaid to him over time and disputed that they had agreed to make Thiru a shareholder and director of JBR. However, they accept that they had agreed with Thiru that he would be entitled to a 50% interest in the net profits of JBR.
[43] In view of the Defence accepting that the Defendants had agreed with Thiru to repay the monies when the Business was on an even keel, this issue was no longer live in the proceedings. Rani and John had also accepted in their AEICs that they had agreed with Thiru that he would be entitled to a 50% in the net profits of JBR. Hence, what was in issue in respect of the terms of the agreement was whether they had agreed to make him a shareholder for the value of his injection and a director of JBR.
[44] In this regard, I noted that Chitra’s evidence and the draft agreement supports Thiru’s evidence that Rani and John had promised to make him a shareholder and director in exchange for his investment into JBR. Based on Rani and John’s affidavits, they did not deny attending twice before a lawyer for the purpose of documenting their agreement. I accepted Chitra’s evidence that Rani and John had represented and agreed to make Thiru a director and shareholder of JBR at the meeting on or before 22 March 2022 and did not raise any objections at the meeting.
[45] I did not accept the evidence of Rani and John that they had expressed their disagreement at appointing Thiru as director and shareholder of JBR.
[46] First, this was not put to Chitra by either Rani or John when Chitra was on the stand.
[47] Secondly, if either of them had objected to the same at the meeting, Chitra would have sent them for independent legal advice, as she testified, and would not have proceeded to draft and send the draft agreement to Thiru for follow-up. Based on the Chitra’s email to Thiru dated 22 March 2022 , the draft agreement was pending the insertion of the proper address of the location where a lease would be taken up by JBR. The WhatsApp correspondence between Thiru and Chitra between 22 March 2022 and 29 March 2022 also appeared to focus on the conclusion of the canteen agreement and the updating of the location. The fact that Thiru forwarded such details to Chitra on 2 April 2022 and the fact that John subsequently sent the canteen agreement to Regency Legal on 29 April 2022 suggests that this, as opposed to the contention that Rani and John had objected to making Thiru shareholder and director, was the reason why the agreement was not signed at that visit. There is no indication in the email from John on 29 April 2022 that the draft agreement had to be amended. If there had been a disagreement before Chitra, it is unlikely that Thiru would have offered to make payment to Chitra for her services on 29 March 2022, given that her services would still be needed to resolve the disagreement between the parties and amend the draft agreement.
[49] In this regard, John’s evidence about what happened when they attended before Chitra after they had secured the lease was not credible . John claimed that Thiru had asked why his name was not listed as a shareholder and director of JBR and they disagreed that they had agreed to list him as a shareholder and director. However, there was no evidence of such a draft agreement where Thiru was not listed as a shareholder and director. It was also contrary to the fact that Thiru continued to invest further monies in JBR in between 28 April 2022 and 22 June 2022. If there continued to be a dispute between the parties on the basis for Thiru’s investment of funds, then it was not probable that Thiru would continue to invest funds. I therefore accept Thiru’s evidence that Rani and John had told him that JBR’s licence was pending approval from the authorities and that any changes in JBR’s management and ownership may delay approval. They reassured him that he would be appointed a director and shareholder in JBR after the authorities have issued JBR the relevant licences which he relied and acted on by making further investments in JBR.
[50] Thiru’s evidence that Rani and John had agreed to make him director and shareholder was also consistent with the parties’ conduct. First, it was supported by the fact that Thiru was allowed to write to Eng Lee on 29 March 2022 on JBR’s letterhead offering on JBR’s behalf to pay $100,000 as deposit and one month rental as well as clear the rental arrears for Bharathi in exchange for a two-year contract. On the stand, John admitted that he was the one who gave Thiru access to the letterhead and the company stamp and authorised Thiru to write letters and sign off on behalf of JBR to secure the lease with Eng Lee . Thiru was also allowed to sign off on the receipt given by Eng Lee to JBR . On the stand, Rani testified that Thiru had originally signed on the canteen agreement . This was conduct on the part of Rani and John which indicated to Thiru that he would be involved in the business in a formal capacity that allows him to make representations on behalf of the company and which was consistent with representations having been made to Thiru that he would be made a director and shareholder. If Rani and John had objected to allowing Thiru to be director or shareholder at the meeting with Chitra on or about 22 March 2022, they would not have given Thiru access to JBR’s letterhead and company stamp and allowed him to make representations on behalf of the company or to sign on the canteen agreement, conduct which would bind JBR and which one would expect from a director. While Rani insisted that she did not agree to allowing Thiru to be shareholder and director of JBR and that it was Samidurai and Tamilarasan who had persuaded Thiru to take over the premises at 9 Kian Teck Drive by using JBR , I did not find this credible. Samidurai and Tamilarasan were not connected to JBR in any way while Rani was the majority shareholder of JBR at the material time. Thiru was unlikely to inject such a significant sum of money into JBR without corresponding assurances from Rani that he would be involved as shareholder and director. I therefore accept Thiru’s evidence that Rani and John had represented that he would be made director and shareholder if he were to invest monies in JBR.
[51] Although she subsequently backpedaled , Rani conceded in cross-examination that there had been such an agreement:
[52] Thiru’s evidence was also consistent with his conduct in following up on the issue of his shareholding and directorship. First, he had gone with Rani and John to a lawyer to document such agreement. The visits to Chitra were not denied by Rani and John. Next, he requested Gerard to follow up with the arrangements to transfer JBR’s shares to him given the quantum of funds he has invested. Thiru’s account was also corroborated by Gerard whose evidence was not challenged by Rani or John when Gerard took the stand. In fact, Rani and John agreed that in July 2022, they had met Gerard who said that each party’s investment in JBR could be verified by the proper documentation as to the amount put in. Gerard’s advice was that each party’s investment in JBR could be verified by the proper documentation as to the amount put in and that they could run and manage the affairs of JBR on a 50-50 basis. This was inconsistent with their earlier evidence that the agreement between the parties was that there would be no transfer of shares to Thiru or any position in the board of directors of JBR for Thiru. There is no indication that Rani and John had mentioned such an earlier agreement to Gerard or protested that there was no necessity to meet with Gerard or for their accountant to be present. Based on the WhatsApp message sent by the accountant to Gerard , she was clearly aware of the purpose of the meeting. Such an alleged agreement that there would be no transfer of shares was also inconsistent with the WhatsApp message sent by Gerard to the accountant the next day asking for the accounts for Thiru to be made a shareholder of the company as per his conversation with John. There was no protest from the accountant or John that this had not been the subject of their conversation or that there would be no transfer of shares .
[53] Thiru had also followed up with Gumanan on a few occasions and insisted on being made a director and majority shareholder, even though Gumanan tried to persuade him otherwise. The affidavit evidence of Rani and John indicated that in June 2022, they had met with Thiru and Gumanan at a food court in Boon Lay to discuss about the parties’ participation in JBR. Gumanan told Thiru that he should let the business operate for about 6 months and see its potential. If business was good, Gumanan would readily agree to let Thiru become a director of JBR. If business was poor, then there was no point in Thiru becoming a director. I find this to be consistent with representations having been made to Thiru that he would be made director and shareholder and inconsistent with Rani’s and John’s evidence that his investment would only secure a 50% return on the net profits of JBR and there would be no transfer of shares or directorship. If the latter were true, there would have been no further need to engage Gumanan to discuss about Thiru’s participation in JBR and when Thiru can expect to become a director of JBR. Rani and John could have simply referred Thiru to their earlier agreement that his investment would only secure a 50% return on the net profits of JBR.
[54] At this stage, I must state that I found the evidence given by Rani and John to be internally inconsistent and confusing. I had earlier highlighted various instances of such inconsistencies, the chief of which is the position they took in their affidavits that there was no agreement that Thiru’s investments would be repaid to him over time, which was directly contrary to their Defence where it is pleaded that the Defendants had agreed to repay Thiru when the Business was on an even keel.
[55] There were also many instances in which Rani’s oral evidence on the stand contradicted her own AEIC. For instance, Rani stated on the stand that she did not know if Samidurai wanted to be part of the business venture . However, when confronted with her AEIC where she had stated Samidurai’s request for a 60% share in the business , she stated that they could not give him a share in the business when he did not put in money . By the same reasoning, Rani could not have been unaware that Thiru would want a share in the business in return for his investment. Rani’s evidence that there were no conditions to Thiru’s investment of monies was unworthy of credit . Rani also claimed on the stand that she did not speak to Thiru at all when her affidavit evidence was that she and John had reached agreement with Thiru for an entitlement to 50% of the net profits of JBR. While Rani’s AEIC mentioned that she and John had attended at the lawyer’s office twice, once in March 2022 and the second, sometime in April 2022 after they had secured the lease, on the stand she said that she only saw Chitra once after the lease had been secured . Chitra’s evidence was that she was the one who dealt with the parties on both occasions, which evidence was not disputed by Rani.
[56] Rani was also an unreliable witness in Court who was evasive and wont to contradict her own evidence in the same breath as illustrated below :
[57] The evidence of Rani and John was internally inconsistent as well as inconsistent with their own pleaded case, which was filed when they were represented by lawyers. It was therefore difficult to place much weight on their evidence.
[58] In the circumstances, I find that Rani and John had agreed to make Thiru a shareholder and director of JBR in exchange for his injection of funds in JBR.
Were Rani and John contracting parties?
[59] Rani and John made arguments in their closing submissions that they were not personally liable. In her closing submissions, Rani claimed that she is not personally liable as the obligations were JBR’s and she had merely signed on the investment confirmation letters as a director of JBR which was the entity which received the funds. As JBR is a genuine trading company and not a shell company, there is no basis to pierce the corporate veil. In addition, she claimed that as she had transferred her shares to Gumanan on 23 November 2022, her personal liability should be limited to the period during which she was a director and shareholder of JBR between April and November 2022 .
[60] Similarly, John claimed that he was not a contracting party and was therefore not personally liable. The investment confirmation letters were signed by Rani on JBR’s letterhead. His name did not appear on the letters and he is not identified as a party in any document. He is neither a director nor a shareholder. He had participated in the discussions with Thiru about the Business in his capacity as JBR’s prospective executive manager and did not assume personal liability as a contracting party.
[61] I did not accept these arguments for a number of reasons. First, these arguments run contrary to their pleaded defence and affidavit evidence. It was pleaded in [26] of the Defence that Thiru and John had agreed that Thiru would partake in the “profits and losses” of JBR. It was also pleaded in [27] that “the Defendants had agreed with Thiru to repay the loan/capital injection when the Business was on an even keel.” It was not pleaded that only JBR was party to the agreement. In addition, both Rani and John had in their affidavits stated that they had agreed with Thiru that his investment in their business would secure a 50% return on the net profits of JBR.
[62] Secondly, Rani only became a director of JBR on 5 April 2022. At the time she had agreed to make Thiru a director and shareholder of the JBR at the meeting on or before 22 March 2022, she was not a director of JBR who could bind JBR. She was a majority shareholder of JBR. The arrangement to make Thiru a director and shareholder of JBR would have involved Rani in her personal capacity as a majority shareholder who would have the ability to appoint directors to JBR as well as transfer or approve the issuance of new shares to Thiru.
[63] While the agreement drafted by Chitra may have been between JBR and Thiru as parties, the agreement was described by Chitra as a draft shareholders agreement and the arrangement between the parties would have involved Rani in her personal capacity as a majority shareholder at the material time to approve the issuance of new shares, appoint Thiru as director and to remove Gumanan as a director as well as the agreement of Gumanan as a shareholder to transfer his shares. The arrangement therefore involved not just JBR as a party but also Rani in her personal capacity as a shareholder. In the circumstances, Rani would have made the representations in her personal capacity as a majority shareholder and not just for and on behalf of JBR.
[64] I also note that John had largely aligned his position with Rani’s and the context in which the agreement had been made. Rani and John were familiar with the operations of running a F&B business. In particular, John was known to be a good cook. While they had the relevant experience and expertise in the F&B industry, they lacked sufficient funds to begin and sustain the business and needed funds from Thiru. The agreement with Thiru was therefore one between co-investors in which Rani and John would contribute their experience and expertise and Thiru would contribute funds to a company in which Rani was already a majority shareholder. I accepted Thiru’s evidence that Rani and John had stated that they would also contribute capital. This was consistent with John’s own case that he had made payments on behalf of JBR or to JBR as a loan from his own funds, which would not be expected from a mere manager of the Business.
[65] I therefore find that Rani and John had represented and agreed in their personal capacities that Thiru would be made director and shareholder of JBR.
[66] The investment confirmation letter signed by Rani does not absolve her from personal liability. The fact that she subsequently ceased to be director or shareholder also does not absolve her from personal liability. In this regard, I note that the Statement of Claim was dated 7 October 2022 and served on Gumanan and JBR on 11 October 2022 as well as on John on 14 October 2022 . Rani proceeded to transfer her shares to Gumanan on 23 November 2022. Given that Rani had said that she sold JBR to escape the problems that Thiru was causing them but nevertheless continued to operate the canteen, including witnessing its renewal on 16 January 2023 , it is more probable than not that Rani transferred her shares, upon receiving notice of the claim through John, to avoid association with JBR and to dissociate herself from this suit. Such action, unfortunately, did not have the intended effect that she desired. The fact that both Rani’s and John’s AEICs referred to the fact that they had received takeover fees for selling JBR in May 2023 suggest that Rani’s transfer of shares on 23 November 2022 was a paper exercise as opposed to a substantive transaction.
Was there a breach of contract?
[67] In so far as Rani and John failed to make Thiru a director and shareholder of JBR, there is a breach of contract.
Was JBR profitable?
[68] As it is the pleaded defence that the Defendants had agreed to repay Thiru when the Business was on an even keel, the issue was whether the Business was profitable and therefore triggered the obligation to repay Thiru. As Thiru had also claimed damages for loss of opportunity in being deprived of the potential earnings of the monies applied to seed the Business, the issue of whether the Business was profitable and the extent of profitability would also determine the quantum of damages payable.
[70] Cash was rarely deposited into JBR’s UOB account and there is evidence that as at September 2022, a sign at JBR’s counter directed customers to make payment directly to John’s personal handphone number.
[71] In addition, Thiru relied on the following evidence in support of his claim that JBR was profitable:
[74] In addition, Rani and John argued that there were legitimate commercial reasons for JBR’s renewal of the canteen agreement in January 2023 for a further two years at $15,550 per month and it does not follow that JBR was profitable.
[75] Rani and John also argued that JBR’s $150,000 sale price represented (a) the right to operate at 9 Kian Teck Drive, which has significant locational value; (b) kitchen equipment with a net book value of $37,545 and (c) limited good will. A more efficient operator may have paid for his expectation of future cash flows at the Premises, as opposed to JBR’s past financial performance. Rani and John also argued that they did not receive anything personally from the sale as the sale proceeds were used to pay creditors .
[76] Rani and John submitted that the surveillance evidence at 9 Kian Teck Drive on 1 May 2025 estimating daily revenue of $5,000 to $6,000 based on customer count and an assumed average spend of $10 per person had no probative value on JBR’s profitability in 2022 and 2023 as there is a three year temporal gap, the canteen was operated by a different entity in 2025 and there was no transactional data obtained in the report.
Whether the revenue figures in the 2022 Annual Report were under-reported
[78] Save for the revenue, Thiru does not appear to dispute the other figures in the Statement of Comprehensive Income in JBR’s Annual Report for the financial year ended 31 December 2022. While Thiru claimed that the system generated sales receipts from JBR’s digital payments and cash terminals from 1 to 13 July 2022 show an average daily revenue or collection of around $5,781.95 , there is no evidence as to how these various receipts should be interpreted and whether there is any overlap among the various receipts. In this regard, I note that the sum of the NETS collection from Nets Terminal ID 70591101 and Nets Terminal ID 70591103 on 1, 2, 4, 6 and 13 July 2022 was close to the amounts credited into JBR’s UOB account in respect of the same days. However, there is no indication of the NETS collection from the Terminal VP-POS01 being deposited into JBR’s bank account and there is no evidence that such collection related to payments made to John’s mobile number. In addition, the handwritten calculations appear to be reconciliation calculations. For example, the handwritten calculations appear to reconcile the NETS collection dated 2 July 2022 from Terminal ID 70591103 in the sum of $2,276.27 against the NETS collections generated by Terminal VP-POS01 in the sum of $1,892.10 resulting in an extra sum of $384.17. Similarly, the handwritten calculations appear to reconcile the NETS collection dated 4 July 2022 from Terminal ID 70591103 in the sum of $1,039.00 against the NETS collections generated by Terminal VP-POS01 in the sum of $1,009.50 resulting in an extra sum of $29.50. The calculations go on to state the total sales of the day as $2,140.40, including the cash collections, which is the output from Terminal VP-POS01. The receipt from the sale of the set meals on 4 July 2022 were also reconciled against the cash used as well as the NETS collection from Terminal 70591101 to arrive at a total sales of $567.90 and an extra $98.90. Adding the reconciliation calculations of $2,140.40 and $567.90 together gives a revenue of $2,708.30 on 4 July 2022. Similarly, adding $3,034.10 to $730.60 gives a revenue of $3,764.70 on 6 July 2022 and adding $2,694.10 to $781.70 gives a revenue of $3,475.80 on 13 July 2022 . These do not support Thiru’s arguments that the average daily collections were $5,781.95.
[79] Even if there is no overlap among various receipts, there is no evidence as to whether the NETS collections generated by Terminal VP-POS01 went into another bank account other than JBR’s UOB account and whether such amounts were nevertheless taken into consideration in arriving at the reported revenue quantum. There is no evidence that the NETS collections related to the funds that JBR’s customers have paid into John’s account via his mobile number and that these have not been taken into account in the Annual Report accounts. John’s bank account statements, especially those of the account to which his PayNow number is linked, are not before the Court and Suppiah Singaram , who is believed to have prepared the accounts, was not produced as a witness.
[80] It is also unclear if the revenue obtained in these six days in the first month of opening persisted into the months which follow. Even among the selected six days, there was significant variability in the revenue received for each day.
[82] While Rani did confirm that there were approximately 500 to 600 customers per day, it was unclear if they spent an average of $10 per person. Based on the bank statements of JBR , the small value deposits paid by PayNow over 2 September to 12 September 2022 amount to $537.40 over 45 transactions. Hence, Thiru argued that the average spend by customers paying by PayNow was $12.74 per transaction. However, it was unclear whether the average spend of the 45 transactions over 11 days would be representative of the average spend of the 5,500 or 6,600 customers over those days, including those who may have paid in cash.
[83] In the circumstances, Thiru was unable to prove on a balance of probabilities that the revenue figures in the Annual Report in 2022 were under-reported and that JBR was profitable as at 31 December 2022. Even if I accept that Rani had used the funds in JBR’s UOB bank account for personal expenses, it is unclear if such amounts had been excluded from the accounts. Even if they were included, it is not clear that their exclusion would have caused JBR to be otherwise profitable.
Renewal of canteen agreement
[84] Rani and John do not dispute that JBR renewed the canteen agreement in January 2023 for a further two years at $15,500 per month. In my view, this alone does not mean that JBR was profitable at that time. While the canteen agreement entered into in April 2022 was with Eng Lee, the canteen service agreement entered into on 16 January 2023 was with Wai Fong Machinery Pte Ltd which had taken over the premises from Eng Lee. The renewal of the canteen agreement, even before it had expired, did not therefore point to the fact that JBR was profitable at the time. While the desire to secure the premises at which the Business is conducted for a longer period indicates optimism about JBR’s prospects, this was insufficient indication that it was in fact profitable at that time.
Sale of JBR
[85] According to Rani’s affidavit affirmed on 3 February 2025, the Business was sold off on 6 May 2023 . Thiru gave evidence that he had a conversation with one George on or about 15 March 2024 who told him that he had paid John and Gumanan approximately $150,000 in June 2023 to buy over JBR. In support, Thiru enclosed WhatsApp messages which he sent to George referring to the conversation. However, there is no reply from George and George was not called as a witness. Neither was Shaik Rajee Mohameed Shaik Abdullah, the person to whom Gumanan transferred 80,000 of his shares in JBR on 6 May 2023, called as a witness. In the circumstances, the evidence that John and Gumanan were paid $150,000 in June 2023 was technically hearsay evidence and inadmissible.
[86] In her affidavit dated 7 July 2025 , Rani stated that when they came to the realisation that JBR was no longer a going concern, she had no choice but to sell it off and that the takeover fees that she received for selling JBR was used to pay off their creditors. On the stand, Rani admitted that she sold JBR to escape the problems that Thiru was causing them . However, Rani claimed that she could not remember how much JBR was sold for and was unwilling to disclose her bank statements to show how much she received from the sale of JBR . John said they did not sell the shop but they could not run the business so they left and ran . However, he subsequently said he could not remember who they sold JBR to and that he did not receive a single dollar from the sales proceeds and that Gumanan had handled the sale .
[87] I did not find either Rani or John to be credible witnesses in this regard as it is unlikely that they would not be able to remember who they sold JBR to or how much it was sold for. In their closing submissions , they claimed that the sale price represents (a) the right to operate at 9 Kian Teck Drive, an address with significant locational value; (b) kitchen equipment with a net book value of $37,545; and (c) limited goodwill given its short operating history. They claimed that they did not personally benefit as the sale proceeds were used to pay off the creditors which was the position taken by Rani in her affidavit.
[88] The fact that JBR was able to be sold on 6 May 2023 at a positive price is indicative that JBR has the potential to generate positive cash flows in the future but there is no evidence of when that would be the case. In particular, a sale price of $150,000 did not support an annual profit of $588,456.67. If JBR was indeed that profitable, the sale price would probably have been much higher.
[89] In John’s closing submissions, it was argued on behalf of Rani that as she resigned as director on 29 September 2022 and transferred all her shares in JBR on 23 November 2022, she ceased to have any legal authority over JBR. The renewal of the canteen agreement in January 2023 was authorised by Gumanan and the management and operation of JBR was his responsibility. Gumanan made the decision to sell JBR in May 2023 and the sale proceeds accrued to him alone. I did not accept this argument given that it ran counter to their evidence that they had received the sale proceeds and used it to pay off their creditors . On the stand, Rani had also testified that the decision to sell JBR was made by her, John and Gumanan .
Surveillance Evidence on 1 May 2025
[90] Thiru also relied on an investigative report dated 9 May 2025 which was based on investigations conducted based on visits to 9 Kian Teck Drive on 31 December 2024, 1 January 2025 and 14 January 2025. The investigations indicated that the sign board above one of the “cooked food sections” read “Al Sheika Banana Leaf Indian Muslim Food” . The staff working at that counter were attired in plain orange-coloured polo t-shirt while those attending to the drinks counter with “JBR Curry House” signage above it were not uniformly dressed . Mr Abdul Hadi gathered that the cooked foods part of the business was run by Al Sheika Banana Leaf Restaurant and Al Shika Restaurant while the drinks, beers and other beverages, including the minimart, were run by JBR Curry House . At the JBR Curry House drinks counter, there were 2 wireless digital payment machines and 1 electronic cash register. Payment made via one wireless digital machine produced a receipt showing “Al Sheika Restaurant” while payment made via the other wireless digital machine produced a receipt showing “Al Shika Pte Ltd”. The electronic cash register displayed “JBR Curry House” on the monitor but did not produce any receipt. Upon request, the staff at the drinks counter produced a hand written receipt with the “JBR Curry House Pte Ltd” stamp on it . Over at the cooked food sections, digital payments for the purchases were also directed to “Al Sheika Restaurant” and “Al Shika Pte Ltd”. Contactless payment made via QR Code, which was generated from the wireless digital payment device showed that the payment was made to “Al Sheika Restaurant” and “Al Shika Pte Ltd.” There was also a cash register at “Al Sheika Banana Leaf Restaurant” for patrons who prefer to pay by cash . In the later part of the evening, a lot of patrons were seen purchasing alcoholic beverages from the drinks counter at JBR Curry House. Most of the purchases were made via digital payments .
[91] A subsequent report produced by Mr Abdul Hadi dated 13 May 2025 is based on visits carried out on 1 and 13 May 2025 . At the drinks counter, where the signboard had the name “JBR Curry House” covered with a yellow tape , payment made via one wireless digital payment machine produced a receipt showing “North Indian Food / SN Pioneer Lot” while payment made via the other wireless digital machine produced a receipt showing “Indian Food Stall Maple Tree”. The electronic cash register displayed “JBR Curry House” on the monitor but did not produce any receipt. Upon request, the staff at the drinks counter produced a hand written receipt with the “JBR Curry House Pte Ltd” stamp on it . Digital payments for purchases made at the cooked food section, including the unnamed cooked food stall, were issued with a receipt from “Al Sheika Banana Leaf” . Payments in cash for purchases made at the cooked food section were not issued with receipts. Upon request, the staff at the “Al Sheika Banana Leaf Indian Muslim Food” counter produced a handwritten receipt with the “JBR Curry House Pte Ltd” stamp on it .
[94] Similarly, I do not find that the fact that JBR posted a job application (from 5 October 2024 to 19 October 2024) for a store assistant with an advertised monthly salary of $3,000 to $5,000 and another job application (from 22 January 2025 to 5 February 2025) for a business development manager with an advertised monthly salary of $8,000 to $14,000 to be of assistance to Thiru’s case. First, it is unclear whether the positions were ultimately filled and what the salaries that were ultimately paid were. Secondly, it is unclear if and how such high operating expenses would in fact affect JBR’s profits.
Failure to provide documents
[95] Pursuant to an order made at the hearing of DC/SUM 627/2023 on 17 July 2024, Gumanan, Rani and John were ordered to produce the following documents to the extent that they were in their possession or control: (a) JBR’s audited financial statements for its food and beverage business within the Premises for all financial years that overlap with any part of the period between April 2022 and 31 July 2024 and (b) if such audited financial statements do not exist, JBR’s unaudited financial statements for such business and the supporting documents relied upon to arrive at such unaudited financial statements . The deadline for doing so was extended to 31 December 2024 on 19 November 2024. On 15 January 2025, Rani and John were stated to be in breach of the 17 July 2024 order and asked to comply with the order . Rani and John subsequently filed affidavits on 3 Feb 2025. While Rani disclosed the annual report of JBR and JBR’s bank accounts between March and October 2022, her evidence was that the other documents requested for had been misplaced or lost in transit.
[97] I did not accept that Rani and John’s non-compliance with the production order was due to procedural ignorance. The DR had found that they were clearly aware of the orders made, given that they had filed affidavits to respond to the same. However, their non-production related to the unaudited financial statements from 1 January 2023 to 31 July 2024 and the supporting documents relied upon for the same. As set out earlier, their inability to produce such statements and documents flow from their misconceived efforts to dissociate themselves from JBR. Having said that, it is clear however that there must be some evidence, even if weak, that is adduced by the party seeking to draw the inference on the issue in question, before the Court would be entitled to draw the desired inference. Section 116(g) does not afford the court the opportunity to speculate as to what the evidence may be without some basis for the drawing of the inference: Muhammad Nabill bin Mohd Fuad v PP [2020] 1 SLR 984 at [74].

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Thirunavukarasu Manikam v Gumanan s/o Nallathambi & 3 Ors

Grounds of decision

The Claim

The Defence

The Evidence

Thiru’s evidence

Chitra’s evidence

Gerard’s evidence

Rani’s and John’s evidence

Causes of Action

Breach of Contract

What was the amount invested by Thiru?

What were the terms of agreement?

Were Rani and John contracting parties?

Was there a breach of contract?

Was JBR profitable?

Whether the revenue figures in the 2022 Annual Report were under-reported

Renewal of canteen agreement

Sale of JBR

Surveillance Evidence on 1 May 2025

Failure to provide documents