Walton International Group (Singapore) Pte Ltd v Loh Pui-Pui Sharon

Tan Lee Meng J:

[1] The plaintiff, Walton International Group (Singapore) Pte Ltd (“the company”), terminated the employment of the defendant, Ms Sharon Loh Pui-Pui (“Ms Loh”), its former Vice-President, Sales, on 29 May 2008 and sued her for breach of her employment contract, breach of fiduciary duty owed to the company and unlawful interference with its trade. Ms Loh denied having breached her employment contract or her fiduciary duty to the company. She also denied having unlawfully interfered with the company’s trade and counterclaimed for damages for wrongful dismissal.

[2] On 1 November 2005, Ms Loh was employed by the company, which is a part of the Walton group of companies. The company’s primary business is the sale of Walton’s landbanking products. As Vice-President, Sales, Ms Loh was in charge of more than 500 staff in the retail sales division. Under her charge, the company’s retail sales in Singapore improved steadily despite problems within the company. In 2007, she was paid more than $1.5 million by the company.

[3] On 29 May 2008, the company summarily dismissed Ms Loh. On 30 June 2008, Ms Loh’s then solicitors, M/s Alban Tay Mahtani & de Silva LLP (“ATMD”), wrote to the company’s solicitors, and asserted that her employment had been wrongfully terminated. ATMD demanded that the company pay Ms Loh the following:

[4] After receiving ATMD’s letter of demand, the company, which refused to pay Ms Loh the amount claimed, instituted proceedings against her and sought to claim back the salary, overrides and management bonuses paid to her from the date she allegedly breached her employment contract at the end of January 2008 to the time she was dismissed on 29 May 2008.

[5] To understand why Ms Loh’s employment was abruptly terminated, reference may be made to another suit, namely Suit No 333 of 2008 (“Suit No 333”), by the Walton group of companies against two of its former senior executives, Mr Winston Yau (“Mr Yau”), and Mr James Iseli (“Mr Iseli”). In that suit, the Walton group accused Mr Yau, formerly one of its top officers in Singapore, and Mr Iseli, a former senior sales staff in Walton Malaysia, of, inter alia, conspiring to create fear and uncertainty among the Walton group’s employees in Singapore and Malaysia by fuelling rumours that the majority of them would soon be made redundant as a result of the group’s alleged “corporatisation” business strategy. The defendants in that suit were also accused of soliciting the staff of the company and Walton Malaysia, malicious falsehood, interfering with the trade of the Walton group and defaming the group as well as its president and chief executive officer, Mr William Kevin Doherty (“Mr Doherty”).

[6] In Suit No 333, Ms Loh was accused of furthering the intentions of Mr Yau and Mr Iseli and acting against the company’s interests. However, it is noteworthy that she was not a defendant in that suit.

[7] According to Ms Loh, the proceedings in the present suit were a pre-emptive move to discourage her from giving evidence in favour of Mr Yau and Mr Iseli in Suit No 333. Her counsel, Mr Tan Chee Meng SC (“Mr Tan”), asserted that the company’s suit against her was “nothing more than a vindictive, oppressive and vexatious attempt to pre-empt the possibility that [Ms Loh] would sue [the company] for sums due to [her] under the terms of her contract of employment, after [she] fired the first salvo by sending a letter of demand dated 30 June 2008”. He added that the company’s bullying tactics included a failed attempt to consolidate the present action with Suit No 333 to make the proceedings as painful and expensive as possible for Ms Loh, who had merely claimed around US$159,717.25 from the company. He also questioned why the company sued his client when Mr Gerald Thomas Foo Tiang Boo (“Mr Foo”), its managing director at the material time and the present chairman of Walton Asia, testified that the company had suffered no loss even if she had breached her employment contract.

[8] The right of the company to recover the amount claimed from Ms Loh in these proceedings depends on whether it was entitled to dismiss her summarily on 29 May 2008.

[9] In Cowie Edward Bruce v Berger International Pte Ltd [1999] 1 SLR(R) 739, Warren Khoo J explained at [39]-[40] the right of an employer to summarily dismiss an employee in the following helpful terms:

[10] The reasons pleaded in the present proceedings to justify the summary dismissal of Ms Loh were not the reasons given to her when she was summarily dismissed on 29 May 2008 at a meeting with Walton Asia’s chief operating officer, Mr Kent Britton (“Mr Britton”), and Mr Foo, who was Ms Loh’s boss. This is not fatal to the company’s case for in Taylor v Oakes, Roncoroni & Co (1922) 127 LT 267 at 269, Greer J explained:

[11] Although Mr Britton hummed and hawed about the reasons for dismissing Ms Loh, the contemporary notes taken by the company’s key personnel at the meeting showed that she had been sacked for not providing information to the company about who was conspiring against it. Mr Foo’s own notes of the meeting were as follows:

[12] The following notes prepared by the company’s legal counsel, Mr Jason Toh, corroborated Mr Foo’s notes:

[13] When Mr Britton told Ms Loh that he was sacking her for misconduct and insubordination, it is more likely than not that he was referring to her misconduct in not offering information to him and her insubordination towards him when she insisted that she had no information about the alleged misdeeds of Mr Yau. After all, other forms of misconduct and insubordination were not mentioned at the said meeting. More importantly, although Mr Foo initially toed the company line that Ms Loh had been sacked for the reasons pleaded in the Statement of Claim, he finally conceded that it was quite clear from his e-mail to Mr Doherty on 29 May 2008 concerning the sacking of Ms Loh that she had been sacked because she could not offer useful information to the company.

[14] Ms Loh’s alleged failure to furnish useful information to the company was pleaded in the Statement of Claim as follows:

[15] Ms Loh asserted that she had no information to offer about Mr Yau’s alleged wrongdoing because the company’s allegations against the latter were untrue. As I found in Suit No 333 that the Walton group failed to prove that Mr Yau and Mr Iseli committed the alleged unlawful acts against it, it follows that Ms Loh cannot be guilty of refusing to assist the Walton group by giving information of the allegedly unlawful acts. In any case, Mr Britton made the following damning admission about the propriety of summarily dismissing Ms Loh on the ground that she had no information to offer the company when he was cross-examined:

[16] The company, which had plenty of time to reflect on other grounds to justify the summary dismissal of Ms Loh, now claimed that she breached her contract and her fiduciary duty to the company and unlawfully interfered with its trade. In its Opening Statement, the company alleged (at para 15) that Ms Loh’s breaches arose from the following:

[17] The company alleged that on Mr Yau’s instructions, Ms Loh organised a lunch on 27 January 2008 for its top DMs to meet him so that he could induce them to leave the company and join him in his new business venture. It claimed that the dinner meeting on 29 January 2008 was also arranged by Ms Loh to achieve Mr Yau’s diabolical aim.

[18] The purpose of the lunch and dinner meetings was canvassed at length in Suit No 333. In that case, I held that the plaintiffs’ allegation that Mr Yau solicited the company’s DMs at the lunch and dinner meetings to resign from the company was not proven. The evidence was that the lunch was a birthday celebration for Mr Yau and that he had encouraged the company’s DMs to work hard for Walton Singapore at the lunch and dinner meetings. As such, Ms Loh’s presence at the lunch and dinner meetings with Mr Yau could not be a breach of her employment contract and need not be further considered.

[19] As for Ms Loh’s presence at the Hotel Equatorial in Kuala Lumpur when the TSI presentation was made, it was not established to my satisfaction that she had attended the TSI presentation. In Suit No 333, I found that the allegation that Mr Yau and Mr Iseli had solicited Walton Malaysia’s staff to cross over to TSI at the said presentation was not proven. I also found that Walton Malaysia’s staff regularly attended product presentations by rival companies to get a feel of the competitors’ products and that the TSI presentation was an ordinary product presentation, at which no Walton Malaysia staff was offered any position by TSI. In these circumstances, Ms Loh’s presence at the Hotel Equatorial in Kuala Lumpur at the time of the TSI presentation cannot justify her summary dismissal.

[20] Admittedly, Ms Loh lied about her whereabouts on 28 April 2008 when Mr Britton telephoned her to enquire about her whereabouts. Ms Loh said that she going to Labuan via Kuala Lumpur to meet her boyfriend but as their plans changed, she remained in Kuala Lumpur and stayed at the Hotel Equatorial, her usual hotel which gave her special rates. She pointed out that as she was then on leave, there was no reason why Mr Britton should be concerned about her whereabouts. She added that he was rather rude and that he shouted obscenities at her. Knowing that Mr Britton would be agitated if he knew that she was in Kuala Lumpur, she chose to lie about her whereabouts to avoid problems. Apparently, Mr Britton’s vulgarities had also upset one of Ms Loh’s former colleagues, Ms Helen Chong, a Division Manager of the company at the material time, to such an extent that she wrote to Mr Doherty about the matter.

[21] Admittedly, Ms Loh’s answers to questions by the company’s counsel, Ms Indranee Rajah SC, as to why she lied about her whereabouts on 28 April 2008 were not altogether satisfactory. However, as I have found in Suit No 333 that there was nothing untoward about the TSI presentation, this lie by Ms Loh regarding her whereabouts on 28 April 2008 was not sufficiently serious to justify her summary dismissal. After all, Mr Britton, who had been fully briefed by his DMs about the lunch and dinner meetings, admitted that he had also lied to Ms Loh at the meeting with her on 29 May 2008 when he told her that he did not know anything about these meetings and invited her to tell him about these meetings. By feigning ignorance, he had hoped that Ms Loh would give him some incriminating evidence against Mr Yau. Mr Britton’s complaint against Ms Loh for lying to him about her whereabouts on 28 April 2008 was clearly a case of the pot calling the kettle black.

[22] When considering the company’s allegations that Ms Loh had unlawfully interfered with the company’s trade, it cannot be overlooked that until she was summarily dismissed on 29 May 2008, she had done yeoman service for the company by helping to increase its sales significantly. In fact, in the 5 months before she was sacked in May, her sales team had generated C$43.6 million. In the context of the target for the entire year, which was only C$78 million, this was 34% above the pro-rated target for that 5-month period.

[23] When cross-examined, Ms Loh’s boss, Mr Foo, said that he was very happy with her performance in so far as sales of Walton products were concerned for the period January to May 2008. Even Mr Britton accepted that Ms Loh was a star performer.

[24] Mention must also be made of Ms Loh’s e-mail to Mr Doherty on 26 May 2008, in which she reiterated her unwavering commitment to Walton and pointed out that she was saddened at being viewed with suspicion by “higher management”. The relevant part of this e-mail is as follows:

[25] Mr Doherty’s immediate response to Ms Loh in his e-mail on 27 May 2008 was to encourage her. He went so far as to tell her that he had no objections to her being in contact with Mr Yau.

[26] Ms Loh knew that she had a very lucrative career with the company and had not been deterred by rumours of corporatisation allegedly spread by Mr Yau because she received overriding commissions on both retail and corporate sales. She added that it took her 8 years to reach her position in the company and there was no reason for her to bite the hands that fed her. She testified convincingly as follows:

[27] If one looks at the facts objectively, there was no reason why Ms Loh, who was earning more than $1.5 million per annum, would want to sabotage the company by interfering with its trade as this would adversely affect her own interests. I thus find that the company did not establish that Ms Loh had unlawfully interfered with its trade and cannot rely on this ground to justify her summary dismissal.

[28] The company clutched at straws by also making a vague claim that Ms Loh breached her duties by failing to motivate the staff. Ms Loh’s boss, Mr Foo, demolished his company’s case entirely by agreeing that she had not failed to motivate her staff. When cross-examined, he stated:

[29] When reminded that the company’s case was that Ms Loh had breached her duty to address matters that could adversely affect the motivation and loyalty of the sales staff, Mr Foo gave the following answer:

[30] As Mr Foo rambled on, Ms Loh’s counsel, Mr Tan, interrupted him, after which he reiterated his earlier evidence that to his knowledge, Ms Loh had not failed to motivate the staff. The cross-examination was as follows:

[31] In view of Mr Foo’s evidence, the allegation that Ms Loh had failed to motivate her staff need not be further considered.

[32] As for Ms Loh’s alleged acts of insubordination in relation to Mr Foo, the company pleaded in its Statement of Claim at para 33(c) as follows:

[33] In regard to the first incident on 22 January 2008, Ms Loh’s counsel, Mr Tan, asserted that the fact that the company had to rely on an incident some 4 months before her employment was terminated showed how frivolous its claim against her was. I agree that the telephone conversation between Mr Foo and Ms Loh on 22 January 2008 was a rather poor excuse to terminate the latter’s employment.

[34] As for the incident on 26 May 2008, Mr Foo wrote to Ms Loh as follows:

[35] The incident on 26 May 2008 must be viewed in its proper context. Ms Loh, who denied having put down the phone without hearing Mr Foo’s explanation, had been justifiably annoyed that Mr Foo had undermined her authority by approving subsidies for staff who did not qualify under the company’s incentive program. When cross-examined, Mr Foo conceded that it was necessary for him to have consulted Ms Loh before showing such “favouritism” to some staff.

[36] Both Mr Britton and Mr Doherty knew that Mr Foo and Ms Loh did not get along and that there had been unpleasant encounters between them. After receiving Mr Foo’s e-mail of 26 May 2008, Ms Loh wrote to Mr Doherty the same day to let him know about her problems in the company. In that letter, she stated as follows:

[37] On the very next day, 27 May 2008, Mr Doherty replied to Ms Loh as follows:

[38] I believe that Mr Doherty really intended to look into issues relating to Ms Loh’s working relationship with Mr Foo and the alleged unfairness referred to by Ms Loh. Mr Britton testified that when he sacked Ms Loh two days after Mr Doherty e-mailed her, no decision had been taken as to who was right in the above-menitoned dispute between Mr Foo and Ms Loh.

[39] During the trial, I noticed that Ms Loh spoke in a louder voice whenever she became agitated. She explained that her manner of bringing up matters to her former bosses had caused no furore in the past and her working style did not change after Mr Foo became her boss. She explained in her affidavit of evidence-in-chief (“AEIC”) (at para 109):

[40] In my view, the issue of insubordination is an after-thought, contrived to justify Mr Britton’s extremely high-handed and unwarranted summary dismissal of Ms Loh.

[41] Finally, the company’s allegation that Ms Loh had discouraged Mr Joosten in January 2008 from accepting any promotion was not proven. Ms Loh, who vehemently denied this allegation, made it clear that there was no reason for her to talk to Mr Joosten about a promotion as this was never on the cards. She did not think highly of him and had ticked him off for incompetence in the following strongly worded e-mail on 25 April 2008:

[42] A few minutes after Ms Loh e-mailed Mr Joosten, Mr Foo e-mailed her to support her position. In another e-mail to Ms Loh a few minutes later, Mr Foo stated that he will have a chat with Mr Joosten and added that he was very “chui thar”, a Hokkien expression that indicated that he was quite fed up with having to talk to Mr Joosten once more about the latter’s work performance.

[43] When cross-examined, Mr Foo could not remember when he talked to Mr Joosten about the latter being discouraged by Ms Loh from accepting a promotion. Initially, he said that he spoke to Mr Joosten before Ms Loh was sacked but when pressed further, he said that Mr Joosten could have told him about the matter after she had been sacked by the company. He also could not recall the context in which Mr Joosten had the conversation with him. He gave me the distinct impression that the alleged conversation between Ms Loh and Mr Joosten did not take place.

[44] Mr Joosten did not advance the company’s case with his testimony. He admitted that there was “really no love lost” between Ms Loh and him, and confirmed that he had a tense relationship with her. When asked whether Ms Loh had been critical of his work, he took the opportunity to say that she was critical of many things and not just his work. In his AEIC, he stated that Ms Loh had “approached” him to tell him not to accept a promotion but when cross-examined, he testified that she had telephoned him “out of the blue” about the matter. When asked by Mr Tan why he did not mention the phone call in his AEIC and had merely stated that Ms Loh had approached him, he became testy. Although he spoke and understood English well enough, he said that he was a “non-English native speaker” and if Mr Tan’s question was rephrased in Dutch, he would be happy to answer it.

[45] Mr Joosten, who conceded that no one had offered to promote him after Sharon was sacked, could not remember much about his conversation with Mr Foo regarding what Ms Loh had allegedly told him or what Mr Foo had said to him. When asked to recall his conversation with Mr Foo, which took place months after Ms Loh had been sacked, he did not answer the question but merely stated as follows:

[46] I had no doubt that the company’s assertion that Ms Loh had discouraged Mr Joosten from accepting a promotion in January 2008 was baseless and cannot justify her summary dismissal.

[47] I find that Ms Loh did not breach her employment contract in the manner alleged by the plaintiff. In any case, even if she had been in breach, her boss, Mr Foo testified that the company had suffered no loss as a result. The relevant part of the proceedings is as follows:

[48] For the record, Mr Britton’s evidence on the sacking of Ms Loh was also most unsatisfactory. For instance, when he was asked why Ms Loh, whose contribution to the company’s profits was as good, if not better, than Mr Iseli’s contribution to Walton Malaysia’s profits, had not been offered a generous financial package to resign whereas Mr Iseli had been offered such a package, he gave the astonishing reply that she had not been offered a severance package because unlike Mr Iseli, she had not been spreading rumours or perpetuating lies. Apparently, he seemed to believe that those who spread rumours and perpetuated lies should be rewarded with a generous severance package whereas Ms Loh, who did not act in such dastardly ways and had spearheaded the increase in the sale of Walton products in Singapore, should be summarily dismissed without any compensation for the flimsiest of reasons.

[49] For the reasons stated, I dismiss the company’s claim against Ms Loh and find that she had been wrongfully dismissed.

[50] As Ms Loh was wrongfully dismissed, she succeeds in her counterclaim for damages. Counsel for both parties agreed that if Ms Loh was wrongfully dismissed, the amount due to her is US$159,717.25. I thus order the company to pay her this amount.