Agus Irawan v Toh Tech Chye: Derivative Action for Breach of Fiduciary Duty

Agus Irawan, a shareholder of the third defendant company, Citra Flour Mill, applied to the High Court of Singapore on March 15, 2002, for leave to commence a derivative action in the company's name against Toh Tech Chye and other directors, alleging breach of fiduciary duties related to rebates from the Australian Wheat Board. The court, presided over by Judicial Commissioner Choo Han Teck, dismissed the application, finding that the company was not entitled to the rebates in question.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Application dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Plaintiff Agus Irawan sought leave for a derivative action against directors for breach of fiduciary duties. The application was dismissed as the company was not entitled to the rebates.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Agus IrawanPlaintiffIndividualApplication dismissedLost
Toh Tech ChyeDefendantIndividualApplication dismissedWon
Intermilling Hong Kong LimitedDefendantCorporationApplication dismissedWon
Citra Flour MillDefendantCorporationApplication dismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Choo Han TeckJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Angelina HingEngelin The Practice LLC
Thio Ying YingKelvin Chia Partnership
Andrew Lim Kwee HuatKelvin Chia Partnership
Cavinder BullDrew and Napier LLC
Siraj OmarDrew and Napier LLC

4. Facts

  1. Plaintiff sought leave to bring a derivative action against the first and second defendants.
  2. The plaintiff, first defendant, and second defendant were directors of the third defendant.
  3. The claim concerned rebates from the Australian Wheat Board for wheat purchases.
  4. The plaintiff alleged the rebates were paid to third parties on the instructions of the first defendant.
  5. The first and second defendants denied the third defendant was entitled to the rebates.
  6. The Australian Wheat Board stated rebates were paid as instructed by the first defendant or Tom Goh.
  7. Rebates were allegedly paid to Mitsubishi Australia Limited and Gismo Investments Limited.

5. Formal Citations

  1. Agus Irawan v Toh Tech Chye and Others, Suit 600868/2001, SIC 602624/2001, [2002] SGHC 49

6. Timeline

DateEvent
Plaintiff removed as a director.
Third defendant incorporated.
Judgment issued.

7. Legal Issues

  1. Breach of Fiduciary Duty
    • Outcome: The court found that the plaintiff did not demonstrate a prima facie case that the directors breached their fiduciary duties to the company.
    • Category: Substantive
  2. Derivative Action
    • Outcome: The court dismissed the application for leave to commence a derivative action.
    • Category: Procedural
  3. Good Faith
    • Outcome: The court was not satisfied that the plaintiff acted in good faith.
    • Category: Substantive

8. Remedies Sought

  1. Leave to commence derivative action

9. Cause of Actions

  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation
  • Corporate Governance

11. Industries

  • Commodities Trading
  • Food Manufacturing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Teo Gek Luang v Ng Ai Tiong & OrsHigh CourtYes[1999] 1 SLR 434SingaporeCited for the interpretation of 'prima facie in the interests of the company' under s 216A of the Companies Act, requiring a good arguable case.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
s 216A Companies Act (Cap 50, 1994 Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Derivative action
  • Rebates
  • Fiduciary duty
  • Australian Wheat Board
  • Volume rebates
  • Price rebates
  • Good faith
  • Citra Flour Mill
  • Gismo Investments Limited

15.2 Keywords

  • Companies Act
  • Derivative action
  • Fiduciary duty
  • Rebates
  • Directors
  • Shareholders

17. Areas of Law

Area NameRelevance Score
Fiduciary Duties85
Company Law75
Corporate Litigation60
Minority Shareholders Rights50

16. Subjects

  • Companies
  • Members
  • Rights
  • Derivative actions