Falmac Ltd v Cheng Ji Lai Charlie: Extension of Time to Appeal Breach of Fiduciary Duty Claim

Falmac Ltd filed an originating summons for an extension of time to appeal a High Court decision in favor of Cheng Ji Lai Charlie regarding breaches of fiduciary duties. The Court of Appeal dismissed the application, finding the reasons for the delay unconvincing and the appeal hopeless. The court found that Falmac's litigation strategy demonstrated a disregard for Singapore court processes. Andrew Phang Boon Leong JA delivered the grounds of decision.

1. Case Overview

1.1 Court

Court of Appeal

1.2 Outcome

Originating Summons No 1125 of 2013 and Summons No 1410 of 2014 dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

The Court of Appeal dismissed Falmac Ltd's application for an extension of time to appeal a High Court decision regarding breaches of fiduciary duties.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Falmac LtdPlaintiff, AppellantCorporationApplication DismissedLost
Cheng Ji Lai CharlieDefendant, RespondentIndividualApplication UpheldWon

3. Judges

Judge NameTitleDelivered Judgment
Andrew Phang Boon LeongJustice of AppealYes
Judith PrakashJudgeNo

4. Counsels

Counsel NameOrganization
Alfred DodwellDodwell & Co LLC
Tay Chie ChiangDodwell & Co LLC
Tan Teng MuanMallal & Namazie
K BalachandranMallal & Namazie

4. Facts

  1. Falmac Ltd sought to appeal a High Court decision dismissing its claim against Cheng Ji Lai Charlie for breaches of fiduciary duties.
  2. The High Court judgment was delivered on 23 May 2013, and the deadline for filing an appeal was one month later.
  3. Falmac filed an application for an extension of time to appeal nearly six months after the High Court judgment.
  4. Falmac's reason for the delay was the issuance of two favorable judgments from the Higher People’s Court of Tianjin on 17 October 2013.
  5. The Tianjin judgments related to the transfer of Falmac subsidiaries to Sino Vision and alleged dishonest conduct by Cheng Ji Lai Charlie.
  6. Falmac commenced proceedings in the Tianjin court after the first tranche but before the second tranche of the High Court trial.
  7. The Court of Appeal found Falmac's litigation strategy demonstrated a disregard for Singapore court processes.

5. Formal Citations

  1. Falmac Ltd v Cheng Ji Lai Charlie, , [2014] SGCA 42

6. Timeline

DateEvent
First tranche of High Court trial
Falmac commenced two proceedings in the Tianjin court against Sino Vision
Second tranche of High Court trial
Last tranche of High Court trial
High Court Judgment dismissing Falmac's claim and awarding Cheng Ji Lai Charlie about $1.33m in his counterclaim
Tianjin judgments issued by the Higher People’s Court of Tianjin
Plaintiff's counsel informed the court that there was no instruction to appeal against the High Court Judgment
Falmac filed Originating Summons No 1125 of 2013
Plaintiff filed Summons No 1410 of 2014
Court of Appeal gave decision on OS 1125
Appeal against the two foreign judgments scheduled to be heard by the Supreme People’s Court of the PRC
High Court heard the winding up application and ordered the Plaintiff to be wound up
Order to wind up Plaintiff extracted
Decision Date

7. Legal Issues

  1. Extension of Time to File Notice of Appeal
    • Outcome: The court dismissed the application for an extension of time to file a Notice of Appeal.
    • Category: Procedural
    • Sub-Issues:
      • Length of delay
      • Reasons for delay
      • Chances of appeal succeeding
      • Prejudice to the would-be defendant
    • Related Cases:
      • [2006] 2 SLR(R) 565
      • [1991] 2 SLR(R) 260
      • [1985-1986] SLR(R) 1075
      • [1998] 3 SLR(R) 927
      • [2002] 1 SLR(R) 633
      • [2004] 2 SLR(R) 505
      • [2005] 2 SLR(R) 561
      • [1965] 1 WLR 8
      • [1979–1980] SLR(R) 658
      • [2004] 4 SLR(R) 7
      • [2008] 1 SLR(R) 757
      • [2000] 2 SLR(R) 926
      • [2005] SGCA 3
      • [2001] 3 SLR(R) 355
      • [2001] SGHC 87
      • [2001] 3 SLR(R) 213
      • [1965] MLJ 228
      • [2007] 4 SLR(R) 298
  2. Breach of Fiduciary Duty
    • Outcome: The court did not rule on the merits of the breach of fiduciary duty claim, as the application concerned an extension of time to appeal.
    • Category: Substantive

8. Remedies Sought

  1. Extension of Time to File Notice of Appeal

9. Cause of Actions

  • Breach of Fiduciary Duty

10. Practice Areas

  • Commercial Litigation

11. Industries

  • No industries specified

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Falmac Limited v Cheng Ji Lai CharlieHigh CourtYes[2013] SGHC 113SingaporeThe judgment being appealed from.
Lai Swee Lin Linda v AGCourt of AppealYes[2006] 2 SLR(R) 565SingaporeCited for the four factors to consider when extending the time for filing a Notice of Appeal.
Pearson Judith Rosemary v Chen Chien Wen EdwinCourt of AppealYes[1991] 2 SLR(R) 260SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
Hau Khee Wee v Chua Kian TongHigh CourtYes[1985-1986] SLR(R) 1075SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
Stansfield Business International Pte Ltd v Vithya Sri SumathisHigh CourtYes[1998] 3 SLR(R) 927SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
Tan Chiang Brother’s Marble (S) Pte Ltd v Permasteelisa Pacific Holdings LtdHigh CourtYes[2002] 1 SLR(R) 633SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
AD v AEHigh CourtYes[2004] 2 SLR(R) 505SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
Ong Cheng Aik v Dayco Products Singapore Pte LtdHigh CourtYes[2005] 2 SLR(R) 561SingaporeCited for the factors to consider when extending the time for filing a Notice of Appeal.
Thamboo Ratnam v Thamboo Cumarasamy and Cumarasamy Ariamany d/o KumarasaPrivy CouncilYes[1965] 1 WLR 8N/ACited for the principle that the Rules of Court must prima facie be obeyed.
Tan Chai Heng v Yeo Seng ChoonHigh CourtYes[1979–1980] SLR(R) 658SingaporeCited for the principle that the Rules of Court must prima facie be obeyed.
The MelatiCourt of AppealYes[2004] 4 SLR(R) 7SingaporeCited for the paramount consideration of the need for finality.
Lee Hsien Loong v Singapore Democratic Party and others and another suitCourt of AppealYes[2008] 1 SLR(R) 757SingaporeCited for the principles on extension of time for filing a Notice of Appeal and the emphasis on the length and reasons for the delay.
Nomura Regionalisation Venture Fund Ltd v Ethical Investments LtdCourt of AppealYes[2000] 2 SLR(R) 926SingaporeCited for the low threshold of whether the appeal is 'hopeless'.
Wee Soon Kim Anthony v UBS AGCourt of AppealYes[2005] SGCA 3SingaporeCited for the prejudice referred to in the four factors is the prejudice to the would-be respondent if an extension of time were granted.
Aberdeen Asset Management Asia Ltd v Fraser & Neave LtdCourt of AppealYes[2001] 3 SLR(R) 355SingaporeCited for the prejudice must refer to some other factors, eg change of position on the part of the Defendant pursuant to judgment.
S3 Building Services Pte Ltd v Sky Technology Pte LtdHigh CourtYes[2001] SGHC 87SingaporeCited for the prejudice must be one that cannot be compensated by an appropriate order as to costs.
S3 Building Services Pte Ltd v Sky Technology Pte LtdCourt of AppealYes[2001] 3 SLR(R) 213SingaporeAffirmed the High Court decision in S3 Building Services Pte Ltd v Sky Technology Pte Ltd [2001] SGHC 87.
Ratnam v CumarasamyN/AYes[1965] MLJ 228N/ACited for the principle that the Rules of Court must prima facie be obeyed.
Tan Sia Boo v Ong Chiang KwongHigh CourtYes[2007] 4 SLR(R) 298SingaporeCited for the principle that the public as well as the parties concerned expect a point at which proceedings must end.
Ladd v MarshallN/AYes[1954] 1 WLR 1489N/ACited for the test for admitting fresh evidence.
Giant Light Metal Technology (Kunshan) Co Ltd v Aksa Far East Pte LtdHigh CourtYes[2014] 2 SLR 545SingaporeCited for the approach taken by the Singapore High Court in relation to foreign judgments.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
Companies Act (Cap 50, 2006 Rev Ed)Singapore

15. Key Terms and Keywords

15.1 Key Terms

  • Extension of time
  • Notice of appeal
  • Breach of fiduciary duty
  • Tianjin judgments
  • Abuse of process
  • Finality
  • Parallel proceedings
  • Litigation strategy

15.2 Keywords

  • Extension of time
  • Appeal
  • Breach of fiduciary duty
  • Singapore
  • Court of Appeal

17. Areas of Law

Area NameRelevance Score
Fiduciary Duties90
Extension of Validity70
Abuse of Process60
Company Law60
Foreign Judgments50
Appellate Practice50
Commercial Disputes40
Contract Law30

16. Subjects

  • Civil Procedure
  • Contract Law
  • Breach of Fiduciary Duty